Board Committees

In order to ascertain that the principles of corporate governance are followed by the management in the course of its operations, Overland Investment Holding Group has formed several Board Committees. Board Committees are established with clear missions, authorities, and responsibilities for each Committee. The Committees’ respective authorities are generally of a consultative nature, with all recommendations requiring Board approval submitted through the Chairman for review, decision, and ratification. The company shall have several functional Committees including, inter alia: the Executive Committee, Risk Committee, Audit Committee, and the Nomination and Remuneration Committee. However, the Board of Directors will be fully responsible for all decisions governing the Company’s overall operations, including all suggestions submitted and recommended by the various Committees.

The following are more detailed explanation of these committees.

Key initiatives of Investment Holding Group

Key initiatives of Investment Holding Group

Enhance activities, capacity, and profitability

The subsidiaries will continue to pursue large-scale, complex projects, focusing on industrial and infrastructure markets, where they can capitalize on their expertise and track record. The subsidiaries believe that through these types of projects, they can maintain revenue streams for long periods while working on improving margins.

Enhance the management teams of the subsidiaries

The group has a strong, committed, and long-serving management team with extensive experience in the construction industry. This team will continue to focus on excellence and discipline; while continuing to develop appropriate, succession planning to ensure its strength will continue in the future.

Maintain dividend levels to shareholders by maintaining profitability and liquidity levels.

The subsidiaries currently have a strong financial base, in terms of capitalization and liquidity positions, which facilitates future development. Moving forward, subsidiaries intend to continue to maintain a disciplined financial strategy, seeking viable and prudent capital structures, and solid financial positions, in order to achieve further sustainable growth. Subsidiaries will maintain leverage ratios in line with industry norms. These characteristics will help subsidiaries generate a level of profitability that has historically enabled them to maintain regular dividends. For more information on dividends, please see the section titled "Dividend Policy".

Establish and leverage strategic partnerships and joint ventures

By establishing key partnerships with industry experts, the group has been able to increase its success rate in obtaining new contracts, heighten its reputation for its products and services, and obtain access to advanced technologies, know-how, and management experience. These strategic partnerships have enabled the group to maintain a strong market position among local construction companies. The group intends to maintain its relationships with existing partners and develop new partnerships with other industry leaders to strengthen its market position. These factors, among others, help ensure a reliable and effective delivery of services to clients.

Competitive Strengths of the Investment Holding Group.

The group’s businesses are characterized by the following competitive strengths, and these strengths, which allow the group to successfully implement its strategy.

Strong Position in the X Industry

The group has a strong position in the X industry, as a result of its longstanding customer relationships. These relationships are demonstrated by the OIHGh repeat rate with OIHGh-profile clients. The group’s ability to execute complex projects (such as the extensive work the group has carried out on hotels, airport, convention centers, and educational facilities of world-class level project complexity) along with its technically-skilled workforce, has positioned the group as a preferred provider of MEP and civil contracting services.

Some of these projects include: the supplying, testing, and commissioning of fire alarm systems for projects related to International Airport, for which it was the primary supplier; managing the design through installation and maintenance phases of surveillance systems for well-known 4 Star Hotels Décor & interior designing, CCTV and safety fire system alarm, and IT networking solution.

Financial Strength, Experience and Stability.

The group has significant experience and access to the necessary capital (as evidenced by the group’s numerous credit lines with leading financial institutions in Gulf and Asia), which is a significant advantage when bidding for large projects. When a general contractor decides to solicit bids from only a few companies, usually based upon a firm’s experience and past performance on similar projects, working capital, and knowledge of the field ; the subsidiaries are the natural choice for the short list intended for prospective tender -winning companies.

Technical Expertise and Depth of Resources

The group’s range of technical expertise, and its successful completion of numerous complex projects, has allowed it to develop a pool of personnel with significant experience and strong technical skills. This broad experience enables the group to use the best technical practices in order to complete projects successfully.

Diverse Client Base

The group provides services for both new construction projects and renovations. It operates in both the private and public sectors, across a range of subdivisions such as healthcare, and oil and gas The Group targets technically sophisticated projects, which due to their complexity, tend to be more profitable than lower value-added projects.

Operating Flexibility and Enduring Presence

As a result of its financial resources (through support from a range of reputable international and local financial institutions, such as Tbilisi Bank Georgia, the group is able to increase the size and scope of its operations at any time; in order to take advantage of opportunities as they arise or to reduce exposure in markets experiencing economic downturns.

The group believes that its broad base of operations offers its customers consistent service and a single point of contact, but also the confidence that the group will remain a stable service provider, despite market cyclicality.