01 02 Governance 03 04 Directors’ interests in shares audited As at 31 December 2017 As at 31 December 2018 Number of Number of Number of vested unvested and Number of vested unvested and but unexercised unexercised GHG but unexercised unexercised GHG GHG shares held shares held under GHG shares held shares held under under option option through under option option through through deferred deferred share through deferred deferred share share salary and salary and share salary and salary and discretionary discretionary discretionary discretionary deferred share deferred share deferred share deferred share compensation (all compensation (all compensation (all compensation (all nil-cost options nil-cost options nil-cost options withnil-cost options withTotal number of Number of GHG with no with no Total number of Number of GHG no performance no performance interests in GHG shares held performance performance interests in GHG shares held directly conditions) conditions) shares directly conditions) conditions) shares Nikoloz 117,500 114,167 615,314 846,981 392,972 – 716,720 1,109,692 Gamkrelidze1 Irakli Gilauri 411,700 – – 411,700 411,700 – – 411,700 David Morrison 116,600 – – 116,600 116,600 – – 116,600 Ingeborg Oie 29,000 – – 29,000 46,677 – – 46,677 Mike Anderson 11,500 – – 11,500 11,500 – – 11,500 Tim Elsigood 14,700 – – 14,700 14,700 – – 14,700 Jacques Richier – – – – – – – – Bill Huyett – – – – 10,000 – – 10,000 Fabian Blank3 10,000 10,000 – – – – – – Notes: 1 In 2018, Mr Gamkrelidze received awards of 175,000 salary deferred shares and 122,900 discretionary deferred shares for the 2017 work year. 2 Whilst the Remuneration Committee has determined the awards for discretionary deferred share compensation, this and the salary deferred shares will be reported in the 2019 Annual Report and Accounts and is not included in the table above, which is as at 31 December 2018. The awards received in 2019 in respect of the 2018 work year are 175,000 salary deferred shares and 111,301 discretionary deferred shares. 3 On 27 March 2019, Fabian Blank purchased 5,000 shares. As at 2 April 2019, Mr Gamkrelidze’s vested and unvested shareholding remains 1,109,692 GHG shares, representing approximately 0.6% of the share capital of GHG. The vesting period for the majority of unvested shares exceeds three years. None of Mr Gamkrelidze’s connected persons have any interests in the shares of the Company. The existing Directors’ Remuneration Policy is heavily weighted towards remuneration in deferred salary shares and discretionary compensation in deferred shares. The long vesting periods, particularly for deferred salary shares, naturally leads to Executive Directors and eligible members of the Executive Management Team building up large holdings of unvested shares under its current Policy. Accordingly, the Group does not apply a shareholding gudelie or impose a holding period on Mr Gamkrelidze’s or executive management’s shares. The Policy naturally results in Mr Gamkrelidze and our Executive Management Team holding a significant number of unvested shares and achieves a delay between performance and vesting. We believe these results are consistent with the principles of the Investment Association. However to further strengthen this, under the new proposed Policy the Company is introducing formal guidelines on shareholding and on post-employment shareholding. Under the existing Directors’ Remuneration Policy, the Group does not require Non-Executive Directors to hold a specified number of shares in GHG. Notwithstanding this, some Non-Executive Directors have chosen to become shareholders. Details of Non-Executive Directors’ letters of appointment The Company has entered into letters of appointment with each Non-Executive Director. The letters of appointment require Non-Executive Directors to provide one month’s notice prior to termination. The letters of appointment for the majority of current Non-Executive Directors are effective from 4 September 2015, with Bill Huyett’s and Fabian Blank’s letter of appointment being effective from 18 June 2017 and 20 September 2018 respectively. Each Non-Executive Director is put forward for election at each AGM following his or her appointment. Continuation of a Non-Executive Director’s employment is conditional on his or her continued satisfactory performance and re-election by shareholders at each AGM. A succession plan adopted by the Board provides for a tenure of six years on both the GHG and JSC GHG Boards. Upon the expiry of such six-year tenure, the appointment of the relevant Non-Executive Director will generally cease at the next upcoming AGM. Notwithstanding the foregoing, if the Board determines that, in order to maintain the balance of appropriate skills and experience required for the Board, it is important to retain a Non-Executive Director on the Board beyond the relevant six-year period, the Board may offer the Non-Executive Director a letter of appointment for an additional one-year term. Such a one-year “re-appointment” may be renewed no more than two times, with the effect that the usual six-year tenure may be extended to a maximum of nine years if circumstances were to warrant such extension. 105