Directors’ Report continued As Bank of Georgia Group PLC is a holding company, the Non-Executive Directors in 2018 pursuant to their letters Group relies primarily on dividends and other statutorily of appointment are shown on page 144. The fees paid to (if any) and contractually permissible payments from our sole Executive Director in 2018 pursuant to his service its subsidiaries to generate the funds necessary to meet agreements with the Group are shown on page 142. its obligations and pay dividends to its shareholders. Directors’ interests Equity-Settled Option Plan (“ESOP”) The Directors’ beneficial interests in ordinary shares of The Bank of Georgia Group operates two employee Bank of Georgia Group PLC as at 31 December 2018 are benefit trusts (EBT), one for Executive Management, shown on page 145 together with any changes in those and the other for employees below the executive level interests between the financial year-end and the date on (the “ESOPs”), which hold ordinary shares on trust for the which this Directors’ Report was approved by the Board benefit of employees and former employees of the Group, on page 146. and their dependents, and which is used in conjunction with the Group’s employee share schemes. Whilst ordinary Indemnity shares are held in the EBT, the voting rights in respect Subject to applicable legislation, every current and former of these ordinary shares may be exercised by the trustees Director or other officer of the Company (other than of the EBT. any person engaged by the Company as auditor) shall be indemnified by the Bank of Georgia Group PLC against In accordance with the ESOP documentation, Sanne any liability in relation to Bank of Georgia Group PLC, Fiduciary Services Limited has waived its right to other than (broadly) any liability to the Company or a receive any dividends. This waiver will remain in place member of the Group, or any criminal or regulatory fine. indefinitely, unless otherwise instructed by the Company. In addition, the Company has put in place Directors’ The Company has committed that new shares issued in and officers’ indemnity insurance. satisfaction of share compensation from the time of the Company’s listing on the premium segment of the LSE Related party disclosures will not exceed 10% of Bank of Georgia Group’s ordinary Details of related party disclosures are set out in Note 30 share capital over any ten-year period. to the consolidated financial statements on page 281 Powers of Directors of this Annual Report. The Directors may exercise all powers of the Company Significant agreements subject to applicable legislation and regulations and Bank The Bank of Georgia Group is not party to any significant of Georgia Group’s Articles of Association. agreements that take effect, alter or terminate upon a Conflicts of interest change of control of the Company. The Bank of Georgia Group is not aware of any agreements between holders In accordance with the Companies Act 2006, the Directors of its ordinary shares that may result in restrictions on have adopted a policy and procedure for the disclosure the transfer of its ordinary shares or on voting rights. and authorisation (if appropriate) of conflicts of interest, and these have been followed during 2018. The Company’s Presence outside of Georgia Articles of Association also contain provisions to allow We have additional offices in London, Budapest, Istanbul, the Directors to authorise potential conflicts of interest Tel Aviv, and Limassol, as well as the BNB Bank in Belarus. so that a Director is not in breach of his or her duty under company law. Employee disclosures Directors’ renumeration Our disclosures relating to the number of women in senior management, employee engagement, and our policies on Directors’ fees are determined by the Remuneration human rights, including employment of disabled persons, Committee from time to time. The remuneration of are included in the section Employee matters on pages Directors must be in accordance with the Directors’ 80 to 83. Remuneration Policy. A remuneration policy will be put to the shareholders for approval at the 2019 AGM. In the meantime, remuneration has been determined following Political donations the model as approved by shareholders of BGEO Group The Group did not make any political donations or PLC during the Demerger. The fees paid to the expenditure during 2018. Authority to make political donations and incur political expenditure will be put to shareholder vote at the 2019 AGM. 152 Annual Report 2018Bank of Georgia Group PLC