Georgia Healthcare Group PLC Annual Report 2018 Governance Directors’ Governance Statement continued Diversity Policy We value diversity in all forms in accordance with our Diversity Policy, first adopted in 2015 and last revised in 2018. See page 88 in the Nomination Committee Report for a description of the Group Diversity Policy, its objectives, implementation and results. External appointments Prior to accepting any additional external appointments, Directors are required to seek the Board’s approval. As a general principle, the Board believe that the other external directorships/positions held provide Directors with valuable expertise which enhances their ability to act as a Non-Executive Director of the Company. Our Non-Executive Directors hold external directorships or other external positions but the Board remains the view of that each director continues to have sufficient time to devote to their duties as a Director of the Company. Board induction, ongoing training, professional development and independent advice On appointment, each Director takes part in an induction programme, during which he or she meets members of senior management and receives information about the role of the Board and individual Directors, each Board Committee and the powers delegated to those Committees. He or she is also advised by the Company Secretary and the UK General Counsel of the legal and regulatory obligations of a Director of a company listed in the United Kingdom. Induction sessions are designed to be interactive and are tailored to suit the needs of the individual’s previous experience and knowledge. We are committed to the continuing development of our Directors in order that they may build on their expertise and develop an ever more detailed understanding of the business and the markets in which Group companies operate. All of our Directors participated in ongoing training and professional development throughout 2018, which included briefings, site visits, development sessions and presentations by our UK General Counsel and Group Company Secretary, members of management, external speakers and our professional advisors. During the year our Group Company Secretary and UK General Counsel provided updates on legislative changes including the Non-Financial Reporting Directive and diversity initiatives, and refresher training on directors duties under the UK Companies Act, in particular s172. The UK General Counsel also updated the Board on recent changes to the UK Corporate Governance Code. Company Secretary The Board appointed Link Company Matters Limited to act as Company Secretary to Georgia Healthcare Group PLC in June 2018. Link Company Matters Limited is one of the UK’s largest professional services secretarial teams. The Group also has a UK General Counsel. Information and support All Directors have access to the advice of the Company Secretary and the UK General Counsel, in appropriate circumstances, may obtain independent professional advice at the Company’s expense. The appointment and removal of the Company Secretary is a matter reserved for the Board as a whole. The Directors receive presentations from senior management on their particular area of the business. Re-election of Directors In line with the Code’s recommendations, all Directors seek re-election every year and accordingly, all Directors who wish to continue on the Board will stand for re-election in 2019. The Board has set out in its Notice of Annual General Meeting the qualifications of each Director and support for re-electionas applicable. Annual General Meeting (AGM) The Notice of Annual General Meeting is circulated to all shareholders at least 20 working days prior to the AGM. All shareholders are invited to attend the Annual General Meeting, where there is an opportunity for individual shareholders to question the Chairman and, through him, the Chairs of the principal Board Committees. After the Annual General Meeting, shareholders can meet informally with the Directors. As recommended by the UK Corporate Governance Code, all resolutions proposed at the 2019 Annual General Meeting will be voted on separately and the voting results will be announced to the London Stock Exchange and made available on the Company’s website as soon as practicable after the meeting. These will include all votes cast for and against and those withheld, together with all proxies lodged prior to the meeting. As the Company has a controlling shareholder, Georgia Capital plc, as defined in the Financial Conduct Authority’s Listing Rules, each resolution to elect an independent Non-Executive Director must be approved by a majority of the votes cast both by shareholders and by independent shareholders. In the event that 20 per cent or more of votes have been cast against a resolution, an explanation will be provided in the announcement to the London Stock Exchange of the actions the Company will be taking to address shareholder’s concerns. A follow up announcement would then be made within six months of the Annual General Meeting regarding feedback received from shareholders and the subsequent actions taken by the Company. See page 71 forfurther shareholder information and on shareholder engagement. UK Bribery Act 2010 (the “Bribery Act”) The Board stands firmly against bribery and corruption and is committed to the Group acting in an ethical manner. To support this and in line with the UK legislation the Group has implemented and enforces its Anti-Bribery and Anti-Corruption Policy. The Board attaches the utmost importance to the Policy and its systems. The Company has also introduced a whistleblowing system, including an anonymous helpline, under its Whistleblowing Policy. Directors’ responsibilities Statements explaining the responsibilities of the Directors for preparing the Annual Report and consolidated and separate Financial Statements can be found on page 108 of this Annual Report. A further statement is provided confirming that the Board considers the that Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Accountability Internal controls and risk management The Board recognises its responsibility in respect of the Group’s risk management process and system of internal control, and oversees the activities of the Group’s external auditors (supported by the Audit Committee) and the Group’s risk management function (supported by the Audit and Clinical Quality and Safety Committees). Further details on those Committees is available on pages 76 to 84. A review of the Group’s risk management approach is further discussed in the Strategic Report on pages 49 to 52. For detail on the management and mitigation of each principal risk see pages 53 to 59. The Group’s viability statement is detailed on pages 52. The Group’s governance structure for risk management is illustrated on page 50. 70