Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information In addition to the components and outside of the limits set out in the Policy table, the Remuneration Committee may also decide to provide to an incoming Executive Director: • Relocation support, tax support and legal fees depending on the individual’s circumstances, including, where relevant, to his or her family. The Group has not set a maximum aggregate amount that may be paid in respect of any individual’s relocation support, but it will aim to provide support of an appropriate level and quality on the best terms that can reasonably be obtained. • Upon the recommendation of the Remuneration Committee, a “buy out” incentive award intended to compensate the incoming Executive Director for any awards which were granted to an incoming Executive Director by a previous employer and which have been foregone as a result of an individual’s employment with the Group. In these circumstances, the Group’s approach will be to match the estimated current value of the foregone awards by granting awards of deferred share compensation which vest over a similar period to the awards being bought out. The application of performance conditions and/or clawback provisions may also be considered, where appropriate. Such new awards may be granted in addition to any deferred share salary and discretionary deferred share compensation. Non-Executive Directors’ Remuneration Policy The table below sets out our Policy for the operation of Non-Executive Directors’ fees and benefits at the Company. Each Non-Executive Director also serves as a member of the Supervisory Board of the Bank. It is proposed that, if the Policy is approved, the Non-Executive Director fees stated below will apply in each year that the Policy operates from the date of approval of the Policy. Purpose and link to strategy Operation Opportunity • To attract and retain high • All fees are paid in cash on a quarterly basis. • The maximum aggregate BOGG performing Non-Executive • Fees may be reviewed from time to time by the Board PLC fees for all Non-Executive Directors with the requisite (but not necessarily changed), taking into account the time Directors which may be paid skills, knowledge, experience, commitment, responsibilities and the technical skills required under BOGG PLC’s Articles of independence and other to make a valuable contribution to the Board, and by referenceAssociation is GBP 750,000. attributes to add value to to comparators, benchmarking, results of the annual review • A specific maximum has not the Group. and other guidance. The fees may also be amended and been set for the individual base • To reflect the responsibilities varied if there are genuinely unforeseen and exceptional cash fee. of time commitment dedicated circumstances which necessitate such review and in • The Senior Independent by Non-Executive Directors. such circumstances any significant increase shall be the Non-Executive Director receives minimum reasonably required. The Board reserves the right a higher base fee which reflects to structure the Non-Executive Directors’ fee differently the extra time commitment in its absolute discretion. and responsibility. • Non-Executive Directors receive a base fee. Additional • The Chairman receives a fee Committee fees are payable to compensate for time which reflects the extra time spent discharging Bank duties and Committee duties. commitment and responsibility. • There is no remuneration in the form of deferred share The Chairman does not receive salary or discretionary deferred shares, pension contributions, Committee fees. benefits or any variable or performance-linked remuneration • The fees paid to each or incentives. Non-Executive Director will • Non-Executive Directors are reimbursed for reasonable be disclosed in the relevant business expenses, including travel and accommodation, reporting year’s Annual Report. which are incurred in the course of carrying out duties under their letters of appointment, on provision of valid receipts. Service agreements and policy on payments for loss of office for our Directors At the date of this Annual Report, Mr Gachechiladze is the sole Executive Director of the Company. Mr Gachechiladze has a service agreement with an effective date of 28 January 2019 with BOGG for an indefinite term (subject to annual re-election at the AGM) which is terminable by either party on four months’ notice unless for cause where notice served by BOGG shall have immediate effect. Mr Gachechiladze also has a service agreement with JSC Bank of Georgia with an effective date of 28 January 2019 for an employment term of five years which is terminable by the Company with immediate effect and by the Executive on not less than four months’ notice. Both documents are available for inspection by shareholders at BOGG’s registered office. Annual Report 2018Bank of Georgia Group PLC 139