Nomination Committee Report continued The role of the Nomination Committee The Nomination Committee undertook a review of its Terms The role of the Nomination Committee is to assist in of Reference in December 2018 and agreed upon necessary ensuring that the Board comprises individuals who are revisions to ensure the responsibilities of the Committee best able to discharge the responsibilities of Directors, were aligned with those set out in the 2018 UK Corporate having regard to the highest standards of governance, Governance Code, which applies to the Group from 1 January the strategic direction of the Group and ambitions 2019. The full Terms of Reference are available on our of the Board in respect of diversity and inclusion. We website at https://bankofgeorgiagroup.com/governance/ also monitor the processes in place to ensure that the documents. Group appoints excellent executive managers capable of successfully guiding their teams and delivering the Group’s Composition and members’ meeting strategic objectives. attendance The composition of the Nomination Committee and the In summary, the key responsibilities of the Nomination members’ meeting attendance for the year are set out in Committee include: the Board and Committee Meeting Attendance table on •a regular review of the composition of the Board page 106. and its Committees to ensure they are appropriately constituted and balanced in terms of gender, social and In order to maintain the right balance of skills and ethnic backgrounds, cognitive and personal strengths, knowledge on our Board, the Nomination Committee and balance in terms of skills, experience, independence, keeps Board composition under continual review. In and knowledge; addition, as part of the Board effectiveness review, •responsibility for identifying and nominating for the Committee asks Board members to evaluate the approval of the Board, candidates to fill Board their own contribution. For each Non-Executive vacancies as and when they arise; Director, the Nomination Committee reviews the time •giving full consideration to succession planning for commitment required by them, taking into account Directors, including the Chairman and CEO and other any external directorships, their length of service as senior executives, taking into account the challenges well as independence of character and integrity. It then and opportunities facing the Company, and the skills recommends to the Board whether each Non-Executive and expertise needed on the Board in the future; Director should be re-appointed. •keeping under review the leadership needs of the Company, both executive and non-executive, Following careful consideration of a range of factors, with a view to ensuring the continued ability of the including Directors’ other commitments and the outcomes Company to compete effectively in the marketplace; of this year’s Board and Committee effectiveness review, •making recommendations to the Board on the re- which concluded that the Board functions as an effective appointment of any Non-Executive Director at the and efficient team, and with regard to the required skills conclusion of their specified term of office having given on the Board to meet current and future priorities, the due regard to their performance and ability to continue Committee is pleased to recommend to shareholders, to contribute to the Board in light of the knowledge, through the Board, the election of Neil Janin, Archil skills and experience required and their independence; Gachechiladze, Hanna Loikkanen, Tamaz Georgadze, and Al Breach, Jonathan Muir, Cecil Quillen, Véronique McCarroll, •making recommendations to the Board concerning and Andreas Wolf at our 2019 Annual General Meeting. the re-election by shareholders of Directors under the annual re-election provisions of the UK Corporate Appointment of the Chief Executive Officer Governance Code or the retirement by rotation provisions in the Company’s Articles of Association, Following the announcement of Kaha Kiknavelidze’s having due regard to their performance and ability intention to step down from the Board, the Nomination to continue to contribute to the Board in light of the Committee acted quickly to find and appoint a new Chief knowledge, skills and experience required and their Executive Officer and Board member. As an initial step, independence, bearing in mind the need for progressive the role description and candidate specification were refreshing of the Board (particularly in relation to drawn up and agreed by the Nomination Committee. Directors being re-elected for a term beyond six years). Detailed qualities and requirements included candidates’ approach to strategy, mode of leadership, engagement with stakeholders, ability to deliver financial KPIs, certain values and qualities (including those promoted by our Talent development programmes, on pages 119 to 120) and their experience in banking. Exploratory talks were held with a global recruitment agency but, given Committee members’ knowledge of potential candidates in the Georgian market, the Nomination Committee decided that no additional value would be obtained through appointment of external advisors to assist with the search. 118 Annual Report 2018Bank of Georgia Group PLC