GIG Holding is proud to declare in confidence its adherence to continuous incentives towards enhancement of corporate value by fulfilling responsibilities to whole range of stakeholders. It is intended to construct and maintain a valuable system for ensuring highly transparent corporate governance. The commitment of Holding's Board of Directors is explained by certain initiatives embracing comprehensive series of policies, procedures and guidelines.

We have drafted our own governance framework to lay the foundation for implementing best practice in corporate governance, yet requiring improvements. The general framework architecture bases on putting in place procedures suitable to Holding's needs, as it is for today, and assumes relevance to specific legal and market regulations. Altogether our devotion to introduce sophisticated corporate governance model implies a combination of statutory and self-regulation sharing universal principles of transparency, accountability, fairness and responsibility.

Board of Directors

Board of director's reviews results and develops strategies and initiatives that are devoted to continuous enhancement of the Group's long-term growth.

Our Board of Directors in its current composition counts 6 members.

Hence the rapid development, GIG finds absolutely necessary to review the current policies and put into practice the amendments necessary to adapt in pace to business environment changes. Since Holding is organized of both centralized and decentralized management, senior management of some subsidiary companies is responsible for their own strategic plans. In developing these plans, they are guided by and united in carrying out the overall principles and responsibilities outlined in Group's Corporate Governance guidelines.

Committee Composition

Georgian Industrial Group Holding's Board of directors formed yet audit and corporate governance committees intended to ensure the specific mission and responsibilities assigned to them. No matter for what particular objective the committee is formed, each of them must ensure objectivity in its assessments, monitor the related results and challenge in line with the new opportunities.

Audit Committee – composed of a minimum requirement for three members, including CFO and two independent members

• Objectives: The primary objective is to develop an effective internal audit plan and provide board with the amendment recommendations. Another objective is to proceed with monitoring of audit activities, ensuring high level performance and compliance with the predefined requirements.
• Responsibilities: The Committee stands for Internal Audit Compliance reports to Board of Directors. Committee is required to ensure impressive internal auditing planning and control, to oversee accounting and reporting practices, provision of reliable financial information. The Committee is also responsible to review external auditors' audit plan and ensure their independence.

Corporate Governance Committee – composed of three independent members, which is minimum requirement

• Objectives: Committee was established aiming to provide assistance to Board of Directors in its voluntary course towards perfectly adjusted Corporate Governance model, based on perception of international standards and country wide circumstances.
• Responsibilities: Committee oversees corporate governance matters, addressing findings and recommendations to the board of directors and making improvements to the policies and procedures. Corporate governance processes should be reviewed not less than two times a year to ensure compliance with changes to the environment that affects company's sustainability.