01 02 Governance 03 04 Policy element Commentary Implementation of the Remuneration Policy during 2019 Discretionary For 2019, the Remuneration Committee plans to measure Mr Gamkrelidze’s deferred performance against KPIs which reflect the Group’s strategy and priorities, as follows: compensation FINANCIAL • Achieving agreed targets of: Revenue, EBIDTA, Free Cash Flow, ROIC and Net Income BUSINESS UNIT STRATEGIC AND ORGANISATION DEVELOPMENT Achieving measurable and softer targets in each business unit relating to: • Hospitals – improvements in care quality; further development of medical tourism strategy; improved network utilisation • Polyclinics – continued expansion of footprint; care quality and customer service improvements • Pharmacy and Distribution – same store profit growth and expansion of store network • Diagnostics (Megalab) – successful operational launch and development of internal and external volume • Medical Insurance – combined ratio and profitable business growth CROSS GROUP OPPORTUNITIES Achieving measurable and softer targets in each business unit relating to: • People development (including personal development) • Digital platform capabilities for customer attraction and retention and operational performance • Stakeholder effectiveness, including government and shareholder • Revenue synergies among the business units The Remuneration Committee has reviewed the detail of each KPI and ensured that measurable targets are included for each. These will be reviewed by the Remuneration Committee throughout the year and by the Board as appropriate. Due to the potential impact on our commercial interests, annual bonus weightings and targets are considered commercially sensitive and appropriate detail will therefore be disclosed in the 2019 Remuneration Report following the completion of the financial year. There are circumstances in which unvested compensation may lapse and narrow circumstances in which it may vest immediately, and other malus and clawback provisions, all as set out in the Policy. b) Non-Executive Directors’ Remuneration The table below shows the fee structure for Non-Executive Directors for 2019. Non-Executive Directors’ fees are determined by Board. Component Purpose and link to strategy Operation Opportunity Base cash fee The fee for the GHG Board is Cash payment on The amount of remuneration may be reviewed from time competitive enough to attract a quarterly basis. to time by the Board. and retain individuals. The fees may be amended and varied if there are genuinely The Chairman receives a fee unforeseen and exceptional circumstances which necessitate which reflects the extra time such review and in such circumstances any significant commitment and responsibility. increase shall be the minimum reasonably required. The Senior Independent Non- The maximum aggregate GHG PLC fees for all Non-Executive Executive Director receives a Directors which may be paid by the Company shall be higher base fee which reflects GBP 750,000, which is consistent with the current cap in the extra time commitment GHG PLC’s Articles of Association. and responsibility. Cash fee for Additional fee to compensate Cash payment on The amount of remuneration for committee membership may each committee for additional time spent a quarterly basis. be reviewed from time to time by the Board. membership discharging committee duties. The Chairman does not receive Committee fees. Signed on behalf of the Board of Directors Tim Elsigood Chairman of theRemuneration Committee 2 April 2019 107