01 02 Governance 03 04 Our governance structure Board CEO Audit Clinical Quality Nomination Remuneration Committee and Safety Committee Committee Committee Executive Read more Read more Read more Read more Management on page 76 on page 82 on page 85 on page 89 Board of Directors Members Length of service Nationality Independent Bill Huyett 1 year US Yes Mike Anderson 3 years UK Yes Fabian Blank < 1 year Germany Yes Tim Elsigood 3 years UK Yes Nikoloz Gamkrelidze 3 years Georgia No Irakli Gilauri 3 years Georgia No David Morrison 3 years US Yes Ingeborg Oie 3 years Norway Yes Jacques Richier 3 years France Yes The Board is comprised of nine Directors, seven of whom are Independent Non-Executive Directors. Each of the Chairman, CEO and Non-Executive Directors has clearly defined roles within our Board structure. A description of these roles can be found on our website, at: http://ghg.com.ge/roles-and-responsibilities. To assist the Board in carrying out its functions, the Board has delegated certain responsibilities to its four Committees: the Nomination Committee, the Audit Committee, the Clinical Quality and Safety Committee and the Remuneration Committee. Terms of Reference and reporting to the Board Each Board Committee has agreed Terms of Reference, which are approved by each Committee and the Board annually. This year’s annual review involved ensuring each of the Committees’ terms of reference aligned with the updated principles and provisions laid out in the FRC’s 2018 Corporate Governance Code in anticipation of reporting on this Code next year. Full Terms of Reference can be found on our website at: http://ghg.com.ge/terms-of-references. The Chairman of each Committee reports to the Board on the matters discussed at Committee meetings. Later in this section you will find reports from the Chairman of each Committee which describe the Committee’s operation, activities in 2018 and priorities for 2019. In addition, each Committee provides a standing invitation for any Non-Executive Director to attend Committee meetings (rather than just limiting attendance to Committee members). The role and operations of the Board The Board is responsible to shareholders for creating and delivering sustainable shareholder value through the management of the Group’s businesses. We have summarised what we see as the main responsibilities of the Board and how those responsibilities are met. Setting and oversight of execution of strategyOversight of operations Shareholder and stakeholder engagement Setting the tone at the top Among our We monitor We engage with shareholders actively and regularly By setting the tone at the top, responsibilities management’s execution to ensure that the Board understands the views of establishing the core values of are setting and of strategy and financial shareholders on some of our most critical decisions. the Group and demonstrating overseeing the performance. While our our leadership, management are execution of the ultimate focus is A highlight among our many contacts with shareholders able to implement key policies and Group’s strategy long-term growth, the was an investor day in London in October 2018, which procedures in a manner that clearly within a Group also needs to provided investors and analysts with the opportunity to sets an expectation that every framework of deliver on short-term receive an update from members of the Board and employee acts ethically and effective risk objectives and we seek to executive management on strategy. transparently in all of their dealings. management and ensure that management internal controls. strikes the right balance We are also conscious of the need to actively engage This, in turn, fosters an between the two. with our wider stakeholders, and we detail our environment where business and stakeholder engagement activity throughout this Report. compliance are interlinked. 67