Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information Using the candidate specification, and mindful of Diversity policy the Diversity Policy discussed below, the Nomination The Board has adopted a Diversity policy, mirroring Committee drew up a shortlist of eligible candidates. current best practice, which was most recently reviewed Before the role was offered to Archil Gachechiladze, in December 2018. he met with each Independent Director to discuss the position. Following these meetings, the Nomination Diversity of skills, background, experience, knowledge, Committee unanimously recommended the appointment outlook, approach, gender, nationality and ethnicity, of Archil Gachechiladze as CEO and Director to the Board. amongst other factors, will be taken into consideration The Nomination Committee has recommended that when seeking to appoint a new Director to the Board. the Board support Archil’s election to the Board at our Similarly, we are clear that diversity of outlook and 2019 AGM. approach, while inevitably being difficult to measure, may be equally as important. Mr Gachechiladze has commenced an induction programme, including: As a Board, we are supportive of the ambition shown in •meetings with senior management and employees recent reviews on diversity, including the Davies Review across the business to understand the Company’s and the Hampton-Alexander Review, and will continue strategy and structure and the Company’s risk profile to examine ways in which we can increase female and risk management procedures; representation at Board and senior management level. •meetings with major shareholders and a range of While we do not currently employ any formal diversity stakeholders, including the Company’s external advisors targets at Board level, the Nomination Committee will and senior governmental figures; and continue to keep this approach under review. •a session with the Company Sectretary on the statutory and regulatory obligations of the Company. The Nomination Committee was pleased to note the November 2018 edition of the Hampton-Alexander Review Appointment of Independent Directors report, which indicated that the Bank of Georgia Group We did not engage an external search consultancy for the PLC was one of the highest performing banks listed in the appointments of Mr Wolf and Ms McCarroll. Instead, we FTSE 350: the Group’s female representation in executive were provided with a broad range of candidates from our committee and direct reporting positions, a combined extended network and also from our targeted advertising total of 40.7%, is considerably above the average in the on websites. This was appropriate because these sources FTSE 350 (30.7%). This is a tribute to some of the talent generated a shortlist of candidates with the particular development and management processes and initiatives skills the Board had identified during the Demerger we have in place, detailed below. process as needing to be filled, from which Mr Wolf and Ms McCarroll were chosen after a series of interviews. We are committed to sustaining and developing our gender balance and wider diversity in 2019 and will oversee A full induction programme was provided to Mr Wolf the following initiatives to help us achieve these goals: and Ms McCarroll, including an explanation of the requirements placed upon Directors by UK law. 1. Women leaders mentoring programme: Each woman in the Leadership Talent Pool (currently 49 in total) Continuing education and training will have an individual development plan tailored to During the year, Committee members received training her developmental areas. Nine will be nominated as on the National Bank of Georgia’s new Corporate candidates for progression to Management Board level Governance Code for Commercial Banks and both the and will be mentored by Management Board members current and new UK Corporate Governance Codes, to offer practical guidance and experience. including the required composition of the Board and Board Committees, and proposed changes to the UK Corporate 2. Entrepreneurs’ event: A free event, tailored towards Governance Code and diversity initiatives. female entrepreneurs, will aim to promote and support the success of small start-up companies and charities, by providing advice on business-related issues, such as legal, marketing and HR. 3. Sessions for staff with Board members and successful Georgian women leaders: In a “business café” style setting, we will share stories of success between guests and staff, and host discussion sessions on other related issues. Annual Report 2018Bank of Georgia Group PLC 119