Throughout the year ended 31 December 2018, we applied the main Principles and complied with the Provisions of the 2016 UK Corporate Governance Code (except for D.2.1 and A.3.1 for which we became compliant during the year as explained below). The Code and associated guidance is published by the Financial Reporting Council and is available at www.frc.org.uk.
We engaged with investors following last year’s AGM and made some important changes in response to matters that were raised. In response to concerns expressed by investors on the composition of the Remuneration Committee (D.2.1), we took action to ensure that all members of the Remuneration Committee are independent, in line with the Code, by the end of 2018.
Finally, with a view to further emphasize the independence of the Group’s governance from that of its majority shareholder Georgia Capital, Irakli Gilauri suggested to the Board that it consider replacing him as Chairman (A.3.1). After considering the advantages and disadvantages of this proposal, the Board was pleased to announce the appointment of Bill Huyett as independent Chairman of the Board in September 2018.