01 02 Governance 03 04 We believe our overall size and composition to be appropriate, having regard in particular to the independence of character and integrity of all of the Directors. Each of our Non-Executive Directors occupies, and/or has previously occupied, senior positions in a broad range of relevant associated industries, bringing valuable external perspective to the Board through their experience and insight from other sectors enabling them to contribute significantly to decision-making. No individual, or group of individuals, is able to dominate the decision-making process and no undue reliance is placed on any individual. We have assessed the independence of each of the Non-Executive Directors and are of the opinion that each acts in an independent and objective manner. We consider that, under the Code, all but one of our Non-Executive Directors are independent and free from any relationship that could affect their judgement. Each Non-Executive Director has an ongoing obligation to inform the Board of any circumstances which could impair his or her independence. Evaluation of Board performance The Board continually strives to improve its effectiveness and recognises that its annual evaluation process is an important tool in reaching that goal. For 2018, we engaged Lintstock Ltd (“Lintstock”), an external effectiveness evaluation specialist, to conduct a comprehensive review of the Board’s composition, expertise, dynamics, management and focus of meetings, support, risk management, oversight, controls and priorities. The evaluation was conducted primarily via a detailed questionnaire, which sought to capture both quantitative and qualitative data on the Board’s processes and behaviours, along with the performance of the Committees. The results of the evaluation were discussed at both Board and individual Committee level. The evaluation highlighted areas in which the Board was operating well and identified areas of focus for the coming year. Overall, it was the view of the Directors that the Board and Board Committees discharge their respective responsibilities effectively, which is supported by good working relationships, both between Directors of the Board and between the Board and management. Non-Executive Directors’ insights are always welcomed and challenge continues to be encouraged. The evaluation outcomes were used as one of a number of source to inform the Board’s objectives for 2019, which are summarised below. The below is a summary of some of the key actions coming out of the evaluation: • Further strengthening succession planning and diversity. This will include close working between the Nomination Committee and HR and considering new ways to ensure the next generation of talent is visible to the Board. • Ensuring wider Board engagement with organisational culture. A number of Board-level engagement leads will be actively engaging across each business with the development of the Group’s organisational culture as it enters its next strategic phase in 2019 and beyond. • Further improving Board and committee support processes, including improvements to the consistency in quality of Board meeting materials. In line with best practice, the performance evaluation of the Chairman is undertaken by the Non-Executive Directors led by the Senior Independent Director and taking into account views of executive management and other key stakeholders. The performance evaluation of Mr. Huyett will be undertaken in 2019, given his appointment as Chairman was only made in September 2018. Further, in line with the provisions of the UK Corporate Governance Code, Mr Huyett, as the Chairman, met with the non-executive directors without the CEO present in December 2018. In the first half of 2018, Mr Morrison, as the senior independent director, held a meeting with the non-executive directors without the Chairman. Objectives for 2019 The Board’s objectives for 2019 are set out below. We look forward to reporting in our next Annual Report on the progress made on these areas. • Driving profit growth and capital efficiency across every business within the Group; • Focusing on longer-term strategy and development opportunities, including opportunities for innovation and increased digital delivery of our services; • Working with other stakeholders (see our shareholder and stakeholder engagement section for details on who we consider our major stakeholders to be) to develop the healthcare system in Georgia; and • Strengthening the processes to identify management talent across the Group. Succession planning and Board appointments We believe that effective succession planning mitigates the risks associated with the departure or absence of well-qualified and experienced individuals. Our aim is to ensure that the Board and management are always well resourced with the right people in terms of skills and experience to effectively and successfully deliver our strategy. We also recognise that continued tenure brings a depth of Group-specific knowledge that is important to retain. The Board Nomination Committee is responsible for both Director and executive management succession planning. There is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. More detail on the role and performance of the Nomination Committee is on pages 85 to 88. Non-Executive Directors’ terms of appointment On appointment, our Non-Executive Directors are issued with a letter of appointment that sets out the terms and conditions of their directorship, including the fees payable and the expected time commitment. Each Non-Executive Director is expected to commit approximately 25-35 days per year to the role. An additional time commitment is required to fulfil their roles as Board Committee members and/or Board Committee Chairmen, as applicable. We are confident that all Non-Executive Directors dedicate the amount of time necessary to contribute to the effectiveness of the Board. The average tenure of our Non-Executive Directors is less than four years, with the majority having been appointed in August or September 2015, prior to our admission to listing on the London Stock Exchange. The Letters of Appointment for our Non-Executive Directors are available for inspection at our Company’s registered office during normal business hours. 69