Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information Annual General Meeting Directors’ responsibilities The Notice of Annual General Meeting will be circulated Statements explaining the responsibilities of the Directors to all shareholders at least 20 working days prior to for preparing the Annual Report and consolidated and such meeting. All shareholders are invited to attend the separate financial statements can be found on page 149 Annual General Meeting, where there is an opportunity of this Annual Report. for individual shareholders to question the Chairman and, through him, the Chairs of the principal Board A further statement is provided confirming that the Committees. After the Annual General Meeting, Board considers the Annual Report, taken as a whole, shareholders can meet informally with the Directors. to be fair, balanced and understandable and provides the information necessary for shareholders to assess As recommended by the UK Corporate Governance Code, the Company’s position and performance, business model all resolutions proposed at the 2019 Annual General and strategy. Meeting will be voted on separately and the voting results will be announced to the London Stock Exchange and Internal controls and risk management made available on the Company’s website as soon as The Group has a comprehensive system of internal practicable after the meeting. These will include all votes controls in place, designed to ensure that risks are cast for and against and those withheld, together with all identified, recognised and mitigated and that the proxies lodged prior to the meeting. In the event that 20% Group’s objectives are attained. The Board recognises or more of votes have been cast against a resolution, an its responsibility to present a fair, balanced and explanation will be provided in the announcement to the understandable assessment of the Group’s position and London Stock Exchange of the actions the Company will prospects. It is accountable for reviewing and approving be taking to address shareholders’ concerns. A follow-up the effectiveness of internal controls operated by the announcement would then be made within six months of Group, including financial, operational and compliance the Annual General Meeting regarding feedback received controls, and risk management. The Board recognises its from shareholders and the subsequent actions taken by responsibility in respect of the Group’s risk management the Company. process and system of internal control and oversees the activities of the Group’s external auditor and the See page 288 for further Shareholder Information Group’s risk management function (supported by the and page 110 for further information on shareholder Audit Committee). engagement. A review of the Group’s risk management approach is See page 150 for further details on our AGM and the further discussed in the Strategic Report on pages 48 voting process. to 59. For detail on the management and mitigation of each principal risk see pages 60 to 67. The Group’s viability UK Bribery Act 2010 (the “Bribery Act”) statement is detailed on pages 68. Please refer to pages The Board stands firmly against bribery and corruption 121 to 125 for further detail in relation to the role of the and is committed to the Group acting in an ethical Audit Committee. manner. To support this and in response to this legislation the Group has implemented and enforces its Anti-Bribery The Group’s governance structure for risk management and Anti-Corruption Policy. The Board attaches the is illustrated on pages 48 to 59. utmost importance to the Policy and its systems. The Company has also introduced a whistleblowing system, including an anonymous and externally operated helpline, under its Whistleblowing Policy. Diversity policy More information on the Company’s Diversity policy, its objectives, implementation and results can be found on page 119. Annual Report 2018Bank of Georgia Group PLC 109