01 02 Governance 03 04 Salary in the form of cash and long-term deferred shares Purpose and link to strategy Operation Opportunity • Salary is comprised of both long-term • The level of base salary for an Executive • The amount of cash salary and deferred deferred shares (deferred share salary) Director is fixed in his or her service share salary for the CEO is fixed for the and cash salary. agreement(s). The level of salary is duration of the employment contract • An Executive Director’s salary together reviewed by the Remuneration Committee with GHG and JSC GHG, in the event that with other components of an Executive on the earlier of a service agreement or another Executive Director appointed, the Director’s remuneration package is this Policy being up for renewal. value of his or her total salary and bonus competitive enough to attract, retain opportunity (i.e. the discretionary deferred and develop high-calibre talent whilst Cash salary shares) would not exceed that of the creating a remuneration structure that • Cash salary payable under the current CEO at the time unless the Remuneration supports reward over the logter CEO’s GHG contract is expressed Committee considers it reasonable in the in US dollars but paid in GBP on each circumstances to do so. Cash salary monthly payment date. • The Remuneration Committee has the • Cash salary is set at a competitive level • Cash salary payable under the service discretion to change the split of total that comfortably covers reasonable contract of the current CEO with JSC salary between cash salary and deferred living expenses. GHG is expressed in US dollars but paid share salary. in Lari on each monthly payment date. Deferred share salary Cash salary • To promote long-term value creation Deferred share salary • The total amount payable to and share price growth. • Deferred share salary is awarded in the Mr Gamkrelidze is $375,000. • To encourage long-term commitment form of nil-cost options annually in respect to the Group. of the work year usually towards the Deferred share salary • To closely align the Executive Directors’ beginning of that year. (None of the award • The total number of deferred share salary and shareholders’ interests. vests in the work year or the year after, shares is fixed at 175,000 per annum. • When combined with the other elements and it is subject to pro rata lapse.) of the package, overall cash and deferred • Deferred share salary will vest over share salary is competitive enough a five year period from the start of the to attract, retain and develop year in which the salary is earned as high-calibre talent. follows: 25% will vest on each of the second, third, fourth and fifth anniversary of the start of the work year. • At vesting, an Executive Director receives (in addition to the vested deferred share salary) cash payments equal to the dividends paid on the underlying shares between the date award was made and the vesting date. • Lapse provisions (natural malus) and extended claw back and malus applies under the circumstances as set out in the notes to this Policy table. 91