01 02 Governance 03 04 The fees paid to the Non-Executive Directors in 2018 are pursuant to their letters of appointment are shown on page 104. The fees paid to our sole Executive Director in 2018 pursuant to his service agreements with GHG are shown on page 100. Directors’ interests The Directors’ beneficial interests in ordinary shares of GHG as at 31 December 2018 are shown on page 105 together with any changes in those interests between the financial year end and the date on which this Directors’ Report was approved by the Board. Indemnity Subject to applicable legislation, every current and former Director or other officer of GHG (other than any person engaged by the Company as auditor) shall be indemnified by GHG against any liability in relation to GHG, other than (broadly) any liability to GHG or a member of the Group, or any criminal or regulatory fine. In addition, the Company has put in place Directors’ and Officers’ indemnity insurance. Related party disclosures Details of related party disclosures are set out in Note 41 to the consolidated Financial Statements on pages 174 to 175 of this Annual Report. Significant agreements – change of control On 23 October 2015, GHG entered into a relationship agreement with BGEO Group PLC and JSC BGEO Investments, which regulates the degree of control that BGEO and its associates may exercise over the management and business of the Group. Due to the Demerger of the BGEO Group on 29 May 2018, the existing relationship agreement was substituted by an amended version of the relationship agreement (the “Relationship Agreement”), where BGEO Group PLC and JSC BGEO were replaced by Georgia Capital PLC and JSC Georgia Capital respectively (both referred to as “Georgia Capital”). The rest of the terms remained unaltered. The principal purpose of the Relationship Agreement is to ensure that GHG and its subsidiaries are capable at all times of carrying on their business independently of Georgia Capital and its associates. The Relationship Agreement will continue until the earlier of: (i) GHG shares ceasing to be admitted to listing on the Official List; and (ii) Georgia Capital, together with its associates, ceasing to own or control (directly or indirectly) 20% or more of the voting share capital of GHG. If Georgia Capital ceases to be a controlling shareholder (within the meaning of LR 6.1.2A of the Listing Rules), and continues to exercise control over the votes indicated in clause (ii) above, then it may terminate the Relationship Agreement by giving one month’s written notice to GHG. Under the Relationship Agreement, for so long as Georgia Capital and its associates together hold 20% or more of the voting share capital of GHG, Georgia Capital and its associates shall amongst other things: • conduct all transactions, agreements or arrangements entered into between: (i) Georgia Capital and its associates, and (ii) GHG or any of its subsidiaries on an arm’s length basis and on normal commercial terms and in accordance with the related party transaction rules set out in the Listing Rules; • not take any action that has or would have the effect of preventing GHG or any of its subsidiaries from complying with their obligations under the Listing Rules; • not propose or procure the proposal of any resolution of the shareholders (or any class thereof) which is intended, or appears to be intended, to circumvent the proper application of the Listing Rules; and/or • abstain from voting on any resolution required by LR 11.1.7R(3) of the Listing Rules to approve a transaction with a related party involving Georgia Capital. The Relationship Agreement entitles Georgia Capital to appoint one person to be a Non-Executive Director of GHG for so long as it (together with its associates) holds at least 20% of the voting share capital of GHG. The Relationship Agreement also provides that (subject to permitted exceptions) neither Georgia Capital nor its associates shall compete with the business of GHG nor use any names associated with GHG and that GHG shall not use any names associated with Georgia Capital or its associates. The Company has complied with the terms of the Relationship Agreement and, in so far as it is aware, Georgia Capital and its associate has complied with the mandatory provisions of the Relationship Agreement during the financial year. Copies of the existing Relationship Agreement and the expired relationship agreement with JSC BGEO are available to view at the Company’s registered office. At no time during 2018 did any Director hold a material interest in any contracts of significance with GHG or any subsidiary of the Group. The Company is not party to any other significant agreements that would take effect, alter or terminate following a change of control of the Company. There are no agreements between the Company and any Director or employee that would provide compensation for loss of office or loss of employment that occurs because of a takeover bid. However, under the plans and provisions of the Company’s share schemes (including for deferred share salary and discretionary share compensation) and certain service agreements entered into between the Company and the Executives (as described in further detail in the Directors’ Remuneration Report) and between the Company and certain senior managers, certain awards granted to the Executive and senior management will vest on a takeover or other change of control. Presence outside of Georgia We have our Group office in London: see page 128. 111