TIDMCGEO
RNS Number : 7070K
Georgia Capital PLC
09 May 2022
London, 9 May 2022
Governance Change: Separation of Chairman and CEO roles
Georgia Capital PLC (the "Company" or "Georgia Capital")
announces today an important development in its corporate
governance. Irakli Gilauri has proposed to the Board that, upon the
completion of his current employment contract as Chairman and CEO
in May 2023, the roles of Chairman and CEO should be separated, and
that he would step down as CEO and continue as Board Chairman. Mr.
Gilauri made this proposal as he considers that this move is in the
best interests of the Company - enabling it to continue to take
advantage of his strategic guidance in the investment process while
at the same time advancing the succession planning of the
organisation by elevating Nikoloz (Nick) Gamkrelidze, currently
Deputy CEO of Georgia Capital, to the role of Chief Executive
Officer.
The independent non-executive members of the Board (the
"Independent Directors") have reflected separately on Mr. Gilauri's
proposal and have unanimously agreed that it is indeed in Georgia
Capital's best interests and that separating the Chairman/CEO roles
will improve its already strong governance profile. Accordingly,
with the expiration of Mr. Gilauri's contract, the Board intends to
appoint Mr. Gamkrelidze as CEO and elect Mr. Gilauri to continue in
the role of Non-Executive Chairman - a role in which he will
continue to be actively involved in key strategic decision-making,
and investment considerations.
Georgia Capital was created following its demerger from BGEO
Group PLC in 2018, where strong corporate governance was always one
of the Group's key strategic priorities. The Company has built on
that track record and has applied the UK Corporate Governance Code
in all respects, with the current exception of combining the
Chairman and CEO roles. At the time of the demerger, the Board
considered that the combined Chairman/CEO role best suited the
Group's requirements, and shareholders have been very supportive of
the approach, on the basis that the Board is almost entirely
independent and is highly experienced. The Board has kept this
approach under regular review to ensure that it continues to best
serve all stakeholders.
As an institution, Georgia Capital has developed significantly
over the last few years and going forward the Board is committed to
maintaining its high governance standards and to becoming the
pre-eminent ESG-focused investor in the region. As the Company has
continued to mature, especially over the last year, it has become
clear that it can enhance its governance credentials by separating
the Chairman and CEO roles.
David Morrison, Senior Independent Director, commented:
"Irakli's proposal prompted a re-think on our governance structure
and presented us with an opportunity to improve it. The combined
Chairman and CEO role served the Company well in the start-up phase
of Georgia Capital; however, it has now become clear that it will
be better to separate the roles going forward. In effect, given
Irakli's plans and the expiry of his existing 5-year contract in
May 2023, we have unanimously agreed that Georgia Capital should
seek to continue to benefit from Irakli's experience and
unparalleled knowledge of the local environment, as well as his
enthusiasm and commitment. We are thrilled that he is committing to
stay on as Board Chairman, in which Irakli will continue to have an
active role, and are grateful to him for his initiative."
Jyrki Talvitie, Chair of the Nomination Committee, commented:
"Irakli Gilauri has significantly developed Georgia Capital into a
unique institutional investment business in Georgia, with excellent
access to high-quality management and international capital, and
high standards of governance. The Independent Directors are
grateful for - and looking forward to another year of - Irakli's
tireless service as CEO.
Nick Gamkrelidze's strength and experience as a manager make him
a natural successor to take over the helm of the largest private
employer in Georgia. Nick has successful experience of being CEO
and CFO of public companies where, in these capacities, he
spearheaded many acquisitions and integrated a number of companies.
During his career, Nick has managed the acquisitions and
integration of hospitals, clinics, two pharmacy chains, insurance
companies and banks. He has also successfully implemented a number
of greenfield projects. Nick was already designated under our
succession planning and, as we considered other possible successors
to Irakli, it became crystal clear to us that we had the right
person in-house."
Irakli Gilauri, Chairman and CEO of Georgia Capital, commented:
"I believe that separating the roles of Chairman and CEO will
improve our governance in the critical area of investments. While
Kim Bradley and the rest of the independent Investment Committee
members have performed admirably, our new governance structure will
shift my local experience, knowledge and perspective to the
non-executive team and create a better balance between the
non-executives and executive management. In addition, given the
overlap between the Board and the current Investment Committee, we
can simplify our structure by merging the role of the Investment
Committee with the Board.
I am also pleased that we are announcing this succession a year
in advance, so that we have time to ensure a proper handover - not
only at Georgia Capital but also at the Georgia Healthcare (GHG)
level. We will announce the updated management structure for GHG in
due course. We are also mindful that with the new structure we will
further improve the management cost structure at both Georgia
Capital and GHG.
I am a significant shareholder in Georgia Capital and am very
much looking forward to working with Nick, first in undertaking a
successful hand-over of my CEO responsibilities as well as, looking
forward, in supporting him in my Chairman's role to achieve Georgia
Capital's strategic goals."
Nick Gamkrelidze, Deputy CEO of Georgia Capital, commented:
"Over the last few years, Georgia Capital has achieved sustained
net asset value growth while delivering all of its key strategic
priorities, culminating in the recent sale of the water utility
business to a high quality international strategic purchaser. In
what remains a challenging global environment, there are
significant growth opportunities ahead within Georgia, and Georgia
Capital is uniquely placed to capture and benefit from those
opportunities.
Irakli and I have previously worked together in the same
capacities, at GHG, when Irakli was Chairman and I was CEO. I very
much look forward to working with him again in these roles, as well
as with the great team at GCAP, to further develop and grow Georgia
Capital in line with our updated strategic priorities introduced at
today's Investor Day."
Name of authorised official of issuer responsible for making
notification: Michael Oliver, Adviser to the Chairman & CEO
Nick Gamkrelidze was an Executive Director of Georgia Healthcare
Group PLC including for the period it was a quoted company, with
delisting taking effect on 5 August 2020. There are no other
matters to be disclosed under Listing Rule 9.6.13.
This announcement contains information that qualified or may
have qualified as inside information for the purposes of Article 7
of the Market Abuse Regulation (EU) 596/2014 as it forms part of
the UK domestic law by virtue of the European Union (Withdrawal)
Act 2018.
About Georgia Capital PLC
Georgia Capital is a platform for buying, building and
developing businesses in Georgia with holdings in sectors that are
expected to benefit from the continued growth and further
diversification of the Georgian economy. The Group's focus is
typically on larger-scale investment opportunities in Georgia,
which have the potential to reach at least GEL 0.5 billion equity
value over 3-5 years from the initial investment and to monetise
them through exits, as investments mature. Georgia Capital
currently has the following portfolio businesses: (i) a healthcare
services business; (ii) a retail (pharmacy) business, (iii) an
insurance business (P&C and medical insurance); (iv) a
renewable energy business (hydro and wind assets) and (v) an
education business; Georgia Capital also holds other small private
businesses across different industries in Georgia; a 20% equity
stake in the water utility business and a 19.9% equity stake in LSE
premium-listed Bank of Georgia Group PLC ("BoG"), a leading
universal bank in Georgia.
JSC Georgia Capital has, as of
the date hereof, the following
credit ratings:
S&P Global 'B+'/FC & 'B+'/LC
Moody's B2/CFR & B2/PDR
For further information, please visit www.georgiacapital.ge or
contact:
Irakli Gilauri Giorgi Alpaidze Michael Oliver Shalva Bukia
Chairman and Chief Executive Chief Financial Officer Adviser to the Chairman & CEO Head of Investor Relations
ir@gcap.ge +995 322 005 000 +44 203 178 4034 + 995 322 005 045
ir@gcap.ge ir@gcap.ge ir@gcap.ge
This news report is presented for general informational purposes
only and should not be construed as an offer to sell or the
solicitation of an offer to buy any securities
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGGGDUCSGDGDC
(END) Dow Jones Newswires
May 09, 2022 13:10 ET (17:10 GMT)
Georgia Capital (LSE:CGEO)
Historical Stock Chart
From Feb 2024 to Mar 2024
Georgia Capital (LSE:CGEO)
Historical Stock Chart
From Mar 2023 to Mar 2024