Georgia Healthcare Group PLC Annual Report 2018 Governance Remuneration Committee Report continued There are also garden leave provisions and non-compete provisions which may apply up to four months after termination of the service agreement and during which time the Executive Director would be paid cash but not accrue deferred share salary or discretionary deferred shares. c.Termination of Non-Executive Directors’ appointment Each Non-Executive Director is required to submit himself or herself for annual re-election at the AGM. The letters of appointment provide for a one-month notice period although the Group may terminate the appointment with immediate effect without notice or pay in lieu of notice if the Non-Executive Director has committed any serious breach or non-observance of his or her obligations to the Group, is guilty of fraud or dishonesty, brings the Group or him/herself into disrepute or is disqualified from acting as a Non-Executive Director, among other circumstances. Upon termination, the only remuneration a Non-Executive Director is entitled to is accrued fees as at the date of termination, together with reimbursement of properly incurred expenses incurred prior to the termination date. Consideration of employment conditions elsewhere in the Group The Remuneration Committee does not formally consult employees when drawing up Directors’ Remuneration Policy but in determining an Executive Director’s remuneration, the Remuneration Committee considers: (i)the pay and employment conditions of the senior management including Executive Management; (ii) any changes in pay and employment conditions across the Group as a whole; (iii) whether employees across the Group are personally satisfied with the way they are remunerated; and (iv) any feedback received during the year from the Human Resources department, Executive Management and other employees on the executive remuneration structure. When developing the Policy being put to vote at the 2019 AGM, the Remuneration Committee reviewed equivalent elements of pay in the workforce. The Remuneration Committee benchmarks remuneration at all levels within the Group in order to ensure that our remuneration is competitive in order to attract the right candidates and remain competitive in order to motivate, satisfy and retain our talent. We regularly monitor staff attitudes regarding remuneration. In 2018 we focused on researching our performance management and benefits strategy. On the whole employees responded that such is largely satisfactory; nevertheless in 2019 we decided to change several factors which were highlighted by our respondents to make our performance based remuneration strategy more agile. The Group also asked employees about healthcare insurance benefits – some unfavourable responses have challenged us to create new healthcare plan for GHG employees. In 2018 we commenced exit interviews, according to which remuneration is satisfactory; several target groups of our employees reported on the need to change some elements of the remuneration system (mostly regarding the variable salary) which we will take into consideration in 2019-2020. Further information on how pay differs throughout the organisation is provided below. Differences in the remuneration policy for executives relative to the broader employee population For a FTSE All-Share company of our size and depth operating in a developing market, our Executive Directors must have the skills, experience, work ethic and attitude required to successfully execute our strategy, manage evolving public policy demands, meet our objectives and create value for shareholders over the long term. In order to recruit and retain this talent, we assess the value of remuneration against other FTSE companies of similar size and sector listed in the UK. The compensation structure of the Executive Management Team of the Group, who are not Executive Directors, is set by the Remuneration Committee and is modelled on the Policy but the Remuneration Committee is not bound by the policy when setting their remuneration packages. The most of the Executive Management Team are not paid cash bonuses and therefore remuneration in the form of deferred shares will comprise by far the largest part of total remuneration to ensure maximum alignment with shareholders and to help set the tone from the top. The compensation of employees in the Group, other than Executive Directors and the Executive Management Team, is benchmarked against the Georgian labour market as this is the most relevant comparator. Our employees are offered competitive remuneration packages which include benefits and the opportunity to participate in the pension scheme on the same terms as applicable to Mr Gamkrelidze and the Executive Management Team. Bonuses are usually paid in cash. The Remuneration Committee are regularly updated by the Human Resources department in respect of the pay and conditions of the wider workforce. 98