Throughout the year ended 31 December 2017 Georgia Healthcare Group applied the main Principles and complied with the Provisions of the 2016 UK Corporate Governance Code (the “Code”), save for two matters. Section A.3.1 recommends that the Chairman on appointment should be independent. Irakli Gilauri is the Company’s Chairman and at the time of appointment to this role also served as Chief Executive Officer of the Company’s principal shareholder, BGEO Group PLC. As such, the Board does not consider Mr Gilauri to be independent. Nevertheless, the Board continues to believe that it is in the Company’s best interests to take advantage of Mr Gilauri’s capabilities and experience in leading the Board.
Section D.2.1 of the Code recommends that the Chairman can be a member of the Remuneration Committee if he was independent on appointment. As above, the Board does not consider that Mr Gilauri was independent on appointment but nevertheless have concluded it is in the best interests of the Company to have him as member of the Remuneration Committee. His local expertise and business expertise in this area are considered highly valuable and further the Committee has appointed three independent members, beyond the requirements of the Code for a company of its size, to further balance the Committee.
The Code and associated guidance are published by the Financial Reporting Council and are available at www.frc.org.uk.
Details of our application of the main principles of the Code can be found by clicking the link below: