Georgia Healthcare Group PLC Annual Report 2018 Governance Directors’ Governance Statement continued The role and operations of the Board continued In order to ensure that we meet our responsibilities, specific key decisions have been reserved for approval by the Board. A formal schedule of matters specifically reserved for the Board can be found on our website, at: http://ghg.com.ge/schedule-of-matters-reserved. The Chairman and CEO seek input from the Non-Executive Directors ahead of each Board meeting in order to ensure that any matters raised by Non-Executive Directors are on the agenda to be discussed at the meeting. In addition, the Chairman meets with the CEO after each meeting to discuss the actions to be followed up and how effective the meeting was. The Senior Independent Director supports the Chairman in his role, acts as an intermediary for other Non-Executive Directors when necessary, and liaises with the Non-Executive Directors outside of the Board and Committee meetings. At the Board’s in person meetings held each quarter, a typical agenda would cover most of the following topics: • Financial update (with formal financial results announcements typically being approved in separate phone conferences). • Operating/performance updates on the business units (hospital, outpatient, pharma retail and distribution, insurance). • A deeper dive into one or more specific business or strategic issues. • Regulatory and legislative update, including corporate governance as appropriate. • Data protection processes and cyber risk mitigations. • Updates from the Committee meetings, typically including at least an Audit Committee report on accounting issues, internal audit and compliance matters, and a Clinical Quality and Safety Committee review of clinical matters. Outside these matters, the Board delegates authority for the day-to-day management of the business to the CEO. The CEO delegates aspects of his own authority, as permitted under the corporate governance framework, to the Management Board. Stakeholder engagement The Board is committed to ensuring that the operations of the Company stand to benefit not only its shareholders, but the Group’s other key stakeholders, such as our employees, our customers and patients, the environment and our community as a whole. It therefore takes the interests of all of the Company’s key stakeholders into consideration in the decision-making process. You can read more about our social and environmental work in the Resources and Responsibilities section on pages 40 to 48, and more details in our shareholder and stakeholder engagement section on who we consider our major stakeholders to be. One important focus for the Board in 2019 will be to consider how Directors can most effectively factor in stakeholder considerations to the decision making process. Board and Committee meeting attendance Details of Board and Committee meeting attendance in 2018 are as follows: Clinical Quality and Members Board Audit Committee Nomination Committee Remuneration Committee Safety Committee Bill Huyett 10/10 scheduled 2/2 ad hoc – 4/4 – 4/4 Mike Anderson 10/10 scheduled 3/3 ad hoc – 4/4 – 4/4 Fabian Blank 3/3 scheduled 1/1 ad hoc – 1/1 – 1/1 Tim Elsigood 10/10 scheduled 3/3 ad hoc 9/9 4/4 3/3 4/4 Nikoloz Gamkrelidze 10/10 scheduled 2/2 ad hoc – – – – Irakli Gilauri 9/10 scheduled 3/3 ad hoc – 4/4 2/2 – David Morrison 10/10 scheduled 3/3 ad hoc 9/9 4/4 3/3 – Ingeborg Oie 10/10 scheduled 3/3 ad hoc 2/2 4/4 3/3 3/3 Jacques Richier 10/10 scheduled 3/3 ad hoc 9/9 4/4 – – Advisors to the Board Caroline Brown 7/9 scheduled 1/2 ad hoc 6/8 – – – Paul Goldfinch 1/1 1/1 – – – 1.Paul Goldfinch stepped down from the Audit Committee in February 2018. Caroline Brown was appointed as a member of the Audit Committee and an advisor to the Board from February 2018 to December 2018. 2.Bill Huyett was appointed Chairman from September 2018. Irakli Gilauri stepped down from the position of Chairman of the Board and also a member of the Remuneration Committee in September 2018 and remained on the Board as a non-executive director. 3.Ingeborg Oie was appointed a member of the Audit Committee from September 2018 and stepped down as a member of the Clinical Quality and Safety Committee in September 2018. Fabian Blank joined the Board as an independent non-executive director in September 2018 and was appointed a member of the Clinical Quality and Safety and Nomination Committees. Tim Elsigood and Bill Huyett were appointed to the Nomination Committee in September 2018. Board size, composition, tenure and independence We consider that a diversity of skills, backgrounds, knowledge, experience, geographic location, nationalities and gender is important to effectively govern the business. The Board and its Nomination Committee work to ensure that the Board continues to have the right balance of skills, experience, independence and Group knowledge necessary to discharge its responsibilities in accordance with the highest standards of governance. 68