01 02 Governance 03 04 • review themes and trends in relation to claims and complaints, and patient experience and feedback, relating to the Group’s clinical practices; • review the Group’s information governance policy and processes and any breaches thereof, particularly in relation to Patient Identifiable Data; • review the themes, trends and management response to external regulatory visits and inspections and to the Group’s relationship with the regulators generally; • review the Company’s clinical risk management and internal control procedures on an annual basis; • review the Group’s health and safety performance; • scrutinise the adequacy, effectiveness and quality of the Company’s health and safety policy and procedures to ensure a safe environment for those at the Group’s facilities; and • help management to respond appropriately on health and safety matters by identifying themes and trends in health and safety management reports. In discharging its duties, the Committee engages with and receives regular reports from the Head of the Clinical Department and supervises the clinical quality aspects of internal audit. The risk categories overseen by the Clinical Quality and Safety Committee include medical and clinical record-keeping andsimilar statutory compliance, and health and safety. The Audit Committee oversees financial-related risks, IT, cyber security and compliance, with the two Committees overseeing similar areas of operational risks. The responsibilities and functioning of the Committee are governed by Terms of Reference approved by the Board. These were reviewed by the Committee and the Board in December 2018. The Clinical Quality and Safety Committee’s updated Terms of Reference are available from the Group’s website: http://ghg.com.ge/uploads/files/clinical-quality-and-safety-committee-9.pdf. Composition and operations of the Clinical Quality and Safety Committee The Clinical Quality and Safety Committee is required under its Terms of Reference to have at least four members, at least two of whom must be Independent Non-Executive Directors. The Board appoints the Chair of the Committee who must be an independent Non-Executive Director. The biographies of the members of the Clinical Quality and Safety Committee are set out on pages 72 and 73. The composition of the Committee and the members’ meeting attendance for the year 2018 is set out on page 68. Our meetings are regularly attended by members of the Company’s Senior Management Team, including the Chief Executive Officer, the Head of the Clinical Department as well as members of the internal and clinical audit teams. The Committee also benefits from meetings with various senior members of staff from across the Group and this engagement affords the Committee with a better understanding of how quality and safety are embedded across the Group. In addition, non-Committee Board members are also invited to attend. At each meeting, the Clinical Quality and Safety Committee receives detailed reporting on clinical performance, the results of the latest internal audits and the audit plan and forward-looking priorities. Meetings of the Clinical Quality and Safety Committee take place prior to the Board meetings in order for the Committee to report its activities and matters of particular relevance to the Board. During 2018, Committee members visited a number of the Group’s facilities, including meetings with: • hospital management and senior clinicians at Bokeria Referral Hospital; • Polyclinic heads at a number of Evex polyclinics; • the lead pathologist at Mega Lab; • team leaders and specialists at Regional Hospital; and • management at GEPHA pharmacies. Members of the Committee met with management and doctors to discuss clinical quality and safety procedures prior to the formal opening of the facilities. They also visited patients in a range of our facilities to gain further insight into the range of services offered and understand the patient experience. Through formal and informal communication, the Committee believes that it has received sufficient, relevant and reliable information from management, internal audit and the clinical team to enable it to discharge our responsibilities. Continuing education and training Throughout the year, the Committee received updates on developments in international medical best practice and The Board also received training on the current UK Corporate Governance Code, and proposed changes to the Code. Clinical Quality and Safety Committee activities in 2018 We have seen continued improvements in our management information, which has enabled us to improve our knowledge both of what works well in our facilities and areas in which we must continue to develop. Further, the Committee has dedicated significant time alongside the Audit Committee, in overseeing the roll-out of a revised clinical quality risk framework for the business. The framework, which is vital for our business and the safety and wellbeing of our patients, continues to be embedded. 83