Directors’ Remuneration Report continued For Non-Executive Directors The table below shows the fee structure for Non-Executive Directors for 2019. Non-Executive Directors’ fees are determined by the Board. Component Purpose and link to strategy Operation Opportunity Base cash fee The fee for the Board is competitive Cash payment on The amount of remuneration may be enough to attract and retain quarterly basis. reviewed from time to time by the Board. individuals. The fees may also be amended and varied The Chairman receives a fee which if there are genuinely unforeseen and reflects the extra time committed exceptional circumstances which necessitate and responsibility. such review and in such circumstances any significant increase shall be the minimum The Senior Independent Non- reasonably required. Executive Director receives a higher base fee which reflects the extra The maximum aggregate BOGG PLC fees time and responsibility. for all Non-Executive Directors which may be paid by BOGG PLC is GBP 750,000, which is consistent with BOGG PLC’s Articles of Association. Cash fee for Additional fee to compensate for Cash payment on The amount of remuneration for the each Committee additional time spent discharging quarterly basis. membership may be reviewed from time membership Committee duties. to time by the Board. The Chairman does not receive Committee fees. Signed on behalf of the Board of Directors Alasdair Breach Chairman of the Remuneration Committee 27 March 2019 148 Annual Report 2018Bank of Georgia Group PLC