Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information For Archil Gachechiladze Fixed pay Total cash salary US$ 341,616 (combined BOGG and Bank) Total deferred share salary US$ 1,275,522 (combined BOGG and Bank) Pension The Executive Director and the Company each contribute 2% and the Georgian Government contributes between 0-2% of total remuneration from the Bank, all in line with Georgian legislation and the pension arrangements for the Georgian workforce. Benefits Details of the benefits received by Executive Directors are on page 134. There are circumstances in which unvested deferred shares may lapse, and narrow circumstances in which such shares may vest immediately (i.e. when an Executive Director’s employment is terminated without Cause) and these are set out in the Policy. 2019 Discretionary deferred share remuneration Opportunity Maximum is 100% of total salary (total cash salary and total deferred share salary as explained in the table and notes to the Policy above). Deferral terms The Remuneration Committee will determine whether an award is merited based on an Executive Director’s achievement of the KPIs set for the work year and the performance of the Group during the work year. If Mr Gachechiladze is awarded discretionary deferred shares, the award will vest 40% in the third and 60% in fourth year following the work year. Each tranche will be subject to a further holding period of two years. Upon vesting, Mr Gachechiladze will receive (in addition to the vested shares) cash payments equal to the dividends paid (if any) on the underlying shares between the date the award was made and the vesting date. Performance measures Archil Gachechiladze was appointed as the Group’s CEO and Executive Director on 28 January 2019. The Remuneration Committee has set his KPIs for 2019, which will be reviewed by the Remuneration Committee and by the Board as appropriate throughout the year, subject to the terms of the Policy. • ROAE as targeted • NPS as targeted • Capital adequacy as required and further targeted • Managing the Bank within the agreed risk tolerance • Employee engagement and culture • Developing corporate social responsibility in accordance with the Group’s mission See page 136 for malus and clawback and page 140 for termination of the Bank service agreement for lapse provisions (natural malus). Annual Report 2018Bank of Georgia Group PLC 147