Directors’ Remuneration Report continued Benefits Purpose and link to strategy Operation Opportunity • Non-cash benefits are in line • Benefits consist of: life insurance; health insurance; incapacity/ • There is no prescribed maximum with Georgian market disability insurance; directors’ and officers’ liability insurance; on the value of benefits payable practice and are designed to physical examinations; tax gross-ups and tax equalisation to an Executive Director. The be sufficient to attract and payments; company car and driver; mobile phone costs; personal maximum amount payable retain high-calibre talent. security arrangements (if requested by the Executive Director); depends on the cost of providing assistance with completing tax returns (where required); such benefits to an employee in relocation costs for Executive Director and close family and the location at which the legal costs. Executive Director is based. • Other benefitsmay be provided from time to time if considered • If the Executive Director’s reasonable and appropriate. personal circumstances do not • There is no provision for the recovery or withholding of benefits. change and the Group is able to obtain benefits on substantially the same terms as at the date of this Policy, the aggregate cost of benefits for an Executive Director during the Policy’s life is not expected to change materially. Other Executive Director policies – shareholding guidelines Purpose and link to strategy Operation Opportunity • To ensure Executive • Executive Directors are required to build and then maintain a • Not applicable. Directors build and hold shareholding with an 200% equivalent of total salary (i.e. cash a significant shareholding in and deferred share salary), such amount to be built up within the Group over the long a five-year period from appointment as an Executive Director term. (the “Required Shareholding”). • To align Executive Directors’ • All beneficially owned shares, as well as unvested (net of tax) and interests with those of vested deferred share salary and discretionary deferred shares shareholders. will count towards the Required Shareholding (as such awards • To ensure departing are not subject to any performance conditions after grant). Executive Directors make • Meeting and maintaining the Required Shareholding is long-term decisions and likely to happen naturally over the course of the Executive maintain an interest in the Director’s employment. ongoing success of the • Executive Directors are to retain the lower of the Required Group post employment. Shareholding or the Executive Director’s actual shareholding at the time employment ceases, for a period of two years from the date on which employment ceases unless the Remuneration Committee determines otherwise. It is noted that a good leaver may hold substantially higher than this in unvested shares alone. • In very exceptional circumstances, for example in the event of a serious conflict of interest, theRemuneration Committee has the discretion to vary or waive the Required Shareholding, but must explain any exercise of its discretion in the Group’s next Remuneration Report. It should be emphasised that there is no present intention to use this discretion. 134 Annual Report 2018Bank of Georgia Group PLC