01 02 Governance 03 04 Policy on payment for loss of office Notice periods At the date of this Annual Report, Mr Gamkrelidze is the current sole Executive Director of the Company. Mr Gamkrelidze has a service contract dated May 2017 with GHG PLC for an indefinite term (subject to annual re-election at the AGM) which is terminable by either party on not less than four months’ notice unless for cause where notice served by the Company shall have immediate effect. Mr Gamkrelidze also has a service agreement with JSC GHG dated 29 April 2015 for an employment term of five years which is terminable by the JSC with immediate effect and by Mr Gamkrelidze on not less than three months’ notice or for cause where notice shall have immediate effect. Both documents are available for inspection by shareholders at the Company’s registered office. The Group’s policy towards exit payments allows for a variety of circumstances whereby an Executive Director may leave the business. The Remuneration Committee reserves the right to determine exit payments other than those set out below where appropriate and reasonable in the circumstances to do so including where an Executive Director leaves by mutual agreement. The Remuneration Committee may decide to pay some or all of the Executive Director’s legal fees in relation to the termination. In all circumstances the Remuneration Committee does not intend to reward failure and will make decisions based on the individual circumstances. The Remuneration Committee’s objective is that any such agreements are determined on an individual basis and are in the best interests of the Group and shareholders at the time. The provisions in section (1) and (2) below summarise the termination and payments for loss of office provisions pursuant to Mr Gamkrelidze’s service agreement with GHG PLC and JSC GHG respectively. The Remuneration Committee retains the discretion to apply different notice termination and payment for loss of office provisions to incoming Executive Directors. a.Termination of the GHG PLC service contract Where the service contract is terminated on notice the Company may put Mr Gamkrelidze on garden leave for some or all of the notice period and continue to pay his cash salary under the Company service contract provided that any accrued and unused holiday entitlement shall be deemed to be taken during the garden leave period. The Company may terminate Mr Gamkrelidze’s employment early with immediate effect and without notice and pay in lieu of notice for “cause” which includes’ his dishonesty, gross misconduct, conviction of an offence (other than traffic-related) or becoming of unsound mind. The Company may also terminate the agreement with immediate effect by payment in lieu of notice, in which case the payment in lieu of notice shall be solely in respect of cash salary due under the Company’s service contract as at the date of termination of employment. On termination by notice or for cause there will be no other entitlement. b. Termination of the JSC GHG service agreement Termination Separation Vesting and reason payments lapse of awards Termination by JSC GHG for cause • Accrued but not yet paid: salary, • Any unvested awarded deferred cash dividends (or equivalent amounts), share salary and discretionary deferred benefits and expenses. share compensation as at the date he ceases to be an Executive Director shall lapse. Termination by JSC GHG without cause • As per termination by JSC GHG for • Any unvested awarded deferred share cause but with the addition of a leaving salary and discretionary deferred share allowance and severance payment of not compensation as at the date when he less than six months’ cash salary (but ceases to be an Executive Director not deferred share salary). shall continue to vest in the normal way during the respective vesting period(s). Termination by the Chief Executive Officer • As per termination by JSC GHG for • Any unvested awarded deferred share for good reason cause but with the addition of a leaving salary and discretionary deferred share allowance and severance payment of compensation shall vest immediately. not less than three months’ cash salary (but not deferred share salary). Termination by the Chief Executive Officer • As per termination by JSC GHG for cause. • Any unvested awarded deferred cash without good reason salary and discretionary deferred share compensation as at the date when he ceases to be an Executive Director shall lapse. For termination for death, permanent disability or changed or control, the Separation payments shall be as for “Termination by the Chief Executive without good reason” but vesting and lapse shall be as for “Termination by JSC GHG without cause” above. 97