Aviva 2005 Annual Report Download - page 56

Aviva plc 2005 Governance
Governance continued
Directors’ report
The directors submit their report and accounts for Aviva plc,
together with the consolidated accounts of the Aviva Group of
companies, for the year ended 31 December 2005.
Pursuant to amendments made to the Companies Act 1985 in
2005 companies will be required to produce a business review as
part of their directors’ report in respect of financial years beginning
on or after 1 April 2005. The Company has decided to comply with
the Companies Act amendments early and the business review is
contained on pages 16 to 49. Certain matters that are required to
be disclosed within the directors’ report have been included within
the business review. Accordingly, the review of the Group’s
operations, current position and future prospects together with
a description of its principal activities are included within the
business review.
Details of material acquisitions and disposals made by the Group
during the year are contained on pages 106 to 111.
Results
The Group results for the year are shown in the consolidated
income statement on page 87.
Dividends
The directors are recommending a final dividend of 17.44 pence
per share (2004: 16.00 pence), which together with the interim
dividend of 9.83 pence (2004: 9.36 pence), produces a total
dividend for the year of 27.27 pence per share (2004:
25.36 pence). The total cost of ordinary dividends for 2005,
will amount to £598 million (2004: £553 million), leaving
£1,123 million to be transferred to reserves (2004: £705 million
to reserves).
The final dividend for 2005 will be paid on 17 May 2006 to all
holders of ordinary shares on the Register of Members at the close
of business on 10 March 2006. The Company’s Scrip Dividend
Scheme will be available to shareholders in respect of the payment
of the final dividend. In addition, a local currency payment service
will be available to shareholders residing in certain participating
countries outside the UK. Further details of these arrangements can
be found within the shareholder services on page 223.
Share capital
At the Annual General Meeting, held on 26 April 2005,
shareholders approved an increase in the Company’s authorised
share capital from £950 million to £1.45 billion and a700 million
by the creation of 500 million preference shares of £1 each and
700 million preference shares of a1 each.
The issued ordinary share capital of the Company was increased by
113.3 million ordinary shares during the year. 87.9 million new
shares were allotted in part consideration for the acquisition of RAC
plc, which completed on 4 May 2005. The balance of 25.4 million
shares was allotted under the Group’s employee share and incentive
plans and the Aviva Scrip Dividend Scheme. At 31 December 2005
the issued ordinary share capital totalled 2,395.7 million shares.
Details of the share capital and shares under option as at
31 December 2005, and shares issued during the year, are
given in note 27 on page 141.
At the forthcoming Annual General Meeting shareholders’ approval
will be sought to increase the Company’s authorised preference
share capital to £1.2 billion and a700 million by the creation of
500 million new preference shares of £1 each. Further details are
set out in the notice of the Annual General Meeting.
Authority to purchase own shares
At the Annual General Meeting held on 26 April 2005,
shareholders renewed the Company’s authority to make market
purchases of up to 228 million ordinary shares, up to 100 million
83⁄4% preference shares and up to 100 million 83⁄8% preference
shares. This authority was not used during the year and at the
forthcoming Annual General Meeting shareholders will be asked
to renew these authorities for another year. Details are contained
in the Notice of Meeting. The Company held no Treasury shares
during the year.
Post balance sheet events
There have been no material events between 31 December
2005 and the date of this report which are required to be
brought to the attention of shareholders.
Directors
The following persons served as directors of the Company during
the year:
Guillermo de la Dehesa
Wim Dik
Mary Francis (appointed 1 October 2005)
Richard Karl Goeltz
Pehr Gyllenhammar (retired 31 December 2005)
Richard Harvey
Andrew Moss
George Paul (retired 31 December 2005)
Carole Piwnica
Philip Scott
Lord Sharman of Redlynch (appointed 14 January 2005)
Derek Stevens
Patrick Snowball
Elizabeth Vallance (retired 31 December 2005)
André Villeneuve
Russell Walls
The biographical details of the persons currently serving as directors
appear on pages 52 to 53.
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