The Board has established three principal committees, being the Audit, Remuneration and Corporate Governance and Nomination Committees.

It has also established a Risks, Ethics and Compliance Committee. The members of such committees are appointed by the Board.  In accordance with approved terms of reference, the chairs of all the committees are required to be independent members.

Committees make recommendations in key areas, ensuring appropriate systems and controls are in place to manage risk throughout the entire group, including the implementation and monitoring of compliance.


Membership

  Chairperson     Member

 

Outside Directors Audit Committee Remuneration Committee Corporate Governance and Nomination Committee Risks, Ethics and Compliance Committee
Nikoloz Enukidze
Nicholas Dominic Haag  
Maria Luisa Cicognani  
Tsira Kemularia  

Audit Committee

The Group's Audit Committee will have responsibility for:

  1. Recommending the financial statements to the Group and for reviewing the Group's financial reporting and accounting policies, including formal announcements and trading statements relating to the Group's financial performance;
  2. The relationship with the internal and external auditors and for assessing the role and effectiveness of the internal audit function;
  3. Reviewing the Group's procedures for detecting, monitoring and managing the risk of fraud;
  4. Recommending to the Board the appointment, re-appointment and removal of the external auditors; 
     
  5. Reviewing the nature, scope and results of the annual external audit; 
     
  6. Recommending the audit fee and on an annual basis assesses the effectiveness and independence of the external auditors; and
  7. Keeping under review the Group's internal controls and systems for assessing and mitigating financial and non-financial risk.

The Audit Committee is composed of four members. The committee is chaired by Nicholas Dominic Haag.

The following table describes the current committee composition:
 

Name Position Year of Appointment
Nicholas Dominic Haag Independent Non-executive Director 2016
Nikoloz Enukidze Independent  Non-executive Director 2016
Maria Luisa Cicognani Independent  Non-executive Director 2018
Tsira Kemularia Independent  Non-executive Director 2018
 

The Audit Committee Charter

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Risk, Ethics and Compliance Committee

The Risks, Ethics and Compliance Committee will be responsible for taking all the day-to-day decisions relating to the Group apart from those that are reserved for the Board. Namely, the committee carries out following duties:

  1. Review and assessment of the Group's risk management strategy, risk appetite and tolerance, risk management system and risk policies;
  2. Review and monitoring of the processes for compliance with laws, regulations and ethical codes of practice;
  3. Monitoring of the remediation of internal control deficiencies identified by internal and external auditors around compliance, ethics and risk management functions;
  4. Annual self-assessment of the committee's performance and reporting of the results to the Board;
  5. Review of the key risk management framework and other policy documents and make recommendations to the Board for their approval.

The Committee is chaired by Nikoloz Enukidze, a Senior Independent  Non-executive Director.
 

The following table describes the current committee composition:

Name Position Year of Appointment
Nikoloz Enukidze Senior Independent Non-executive Director 2016
Nicholas Dominc Haag Independent Non-executive Director 2016
Maria Luisa Cicognani Independent  Non-executive Director 2018
Tsira Kemularia Independent  Non-executive Director 2018

The Risks, Ethics and Compliance Committee Charter 

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Remuneration Committee

The Group's Remuneration Committee is constituted to determine and make recommendations to the Board the framework or broad policy for the remuneration of the Deputy CEO, the Chairman, the Executive Directors and such other members of the executive management as it is designated to consider.

The Remuneration Committee shall also oversee any major changes in employee benefits structures within the Group. The Remuneration Committee is also required to produce a report of the Group's remuneration policy and practices to be included in the Group's Annual Report and ensure each year that it is put to shareholders for approval.

The Remuneration Committee consists of three members. The committee is chaired by Maria Luisa Cicognani.

The following table describes the current committee composition:

Name Position Year of Appointment
Maria Luisa Cicognani Independent Non-executive Director 2018
Nicholas Dominic Haag Independent Non-executive Director 2016
Nikoloz Enukidze Senior Independent Non-executive Director 2016

The Remuneration Committee Charter 

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Corporate Governance and Nomination Committee

The Corporate Governance and Nomination Committee is constituted to regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board. 

The committee is required to give consideration to succession planning for Directors and other senior executives; and make recommendations for new appointments of executive and non-executive directors and on the membership of board committees to the Board. The committee will also oversee the annual review of board effectiveness.

The Corporate Governance and Nomination Committee consists of three members. 

The following table describes the current committee composition: 

Name Position Year of Appointment
Nikoloz Enukidze Senior Independent Non-executive Director 2016
Tsira Kemularia Independent Non-executive Director 2018

The Corporate Governance and Nomination Committee Charter 

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