Georgia Healthcare Group PLC Annual Report 2018 Governance Nomination Committee Report continued Composition of the Nomination Committee and meetings continued Meetings of the Nomination 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. Responsibilities of the Nomination Committee The responsibilities and functioning of the Committee are governed by formal terms of reference approved by the Board. These were most recently reviewed by the Committee and the Board in December 2018, and are available on the Group’s website: http://ghg.com.ge/uploads/files/ ghg-nomination-committee-tors-7.pdf. The key responsibilities of the Nomination Committee are: • to regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes; • to give full consideration to succession planning for Directors and other senior executives, taking into account the challenges and opportunities facing the Group, the skills and expertise needed on the Board in the future; • to be responsible for identifying and nominating candidates, for the approval of the Board, to fill Board vacancies as and when they arise; • to evaluate the balance of skills, knowledge, experience and diversity on the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment; • to prepare a job specification for the appointment of a Chairman, including the time commitment expected; • to keep under review the leadership needs of the Group, both for Executive and Non-Executive positions, with a view to ensuring the continued ability of the Group to compete effectively in the marketplace; • to review annually the time required from Non-Executive Directors. Performance evaluation should be used to assess whether the Non-Executive Directors are spending enough time to fulfil their duties; • to take into account the need for progressive refreshing of the Board by rigorously reviewing the performance of Non-Executive Directors; and • to make recommendations to the Board concerning the formulation of succession plans for both Executive and Non-Executive Directors and in particular for the roles of Chairman and Chief Executive Officer. Continuing education and training The Committee received refresher training on the UK Corporate Governance Code including the required composition of the Board and Board Committees, the recent changes to the UK Corporate Governance Code and diversity initiatives. Nomination Committee activities in 2018 Succession Planning In 2018, the Board, upon the Committee’s recommendations, refreshed the membership of the Nomination, Remuneration, Audit and Clinical Quality and Safety Committees to ensure that they continue to have the right mixture of skills, experience, knowledge and independence to function effectively. A particular focus for the Committee in 2018 has been on ensuring that there are effective succession planning processes in place in the Group, both for executive and non-executive positions. In respect of Board succession planning, the Committee facilitated a skills assessment exercise in late 2017, taking into account the skills required to meet current strategic priorities and the likely skills required to meet future strategic and organisational challenges. The skills that were assessed included financial and accounting expertise, information security and digital expertise, culture management, healthcare and understanding of good corporate governance practice. Based in part on this assessment, the Committee recommended the appointment of Fabian Blank to the Board in September 2018. His knowledge and experience in digital health in particular are a very valuable addition to the current skills mix within the Board. In the circumstances, it was not considered appropriate to engage a search consultancy for this appointment, as our network of advisors provided a broad range of potential candidates. The Committee was also mindful of concerns raised by shareholders in 2018 about the composition of the Audit Committee, and a focus for the year has been on amending the Committee’s membership in accordance with shareholder expectations. Finally, in terms of Board and Committee composition, the Committee made a number of recommendations to the Board concerning the formulation of succession plans for the role of Chairman, culminating in the appointment of Bill Huyett to the role in September 2018. We also reviewed the time commitment of the Non-Executive Directors. Following careful consideration of a range of factors, including all Directors’ other current time commitments, of the outcomes of this year’s Board and Committee effectiveness review – which concluded that the Board functions as a highly effective and efficient team – and with regard to the required skills on the Board to meet current and future priorities, the Committee is pleased to recommend to shareholders, through the Board, the re-appointment of all Non-Executive Directors at our 2019 Annual General Meeting. In discussions on talent management in the Group, the Committee received reports in 2018 on the talent pipeline across the Group for senior management positions, and the ways in which career pathways are proactively developed for those with the potential talent to take senior management positions in the future. 86