Aviva 2005 Annual Report Download - page 66

Aviva plc 2005 Governance
Governance continued
Nomination committee report
This report provides details of the role of the Nomination
Committee and the work it has undertaken during the year.
The purpose of the Committee is to assist the Board by conducting
a rigorous and transparent process when making, or renewing
appointments of directors to the Board. It also advises the
Board on issues of directors’ independence. The full terms of
reference for the Committee can be found on the Company’s
website www.aviva.com and are available from the Group
Company Secretary.
The Committee currently comprises the following directors,
appointed by the Board:
Lord Sharman (Chairman)
Guillermo de la Dehesa
Richard Harvey
Wim Dik
André Villeneuve
Pehr Gyllenhammar was a member of the Committee and its
chairman throughout the year, until his retirement on 31 December
2005. Lord Sharman joined the Committee in January 2006. There
were no other changes in the membership of the Committee
during the year save that George Paul, as the senior independent
director, joined and chaired the Committee for discussions relating
to the succession of the Chairman. The Committee met on three
occasions in 2005 and the members’ attendance record is set out
on page 59. The Group Company Secretary acts as the secretary to
the Committee
The Committee reviews the skills, experiences and independence
of the directors and, as appropriate, identifies and assesses
potential new directors. It also reviews those directors retiring by
rotation in accordance with the Company’s articles of association
with a view to making recommendations to the Board regarding
their re-election.
The Committee monitors the skill requirements of the Board and
the knowledge, experience, length of service and performance of
the directors. It also reviews their external interests with a view to
identifying any actual, perceived or potential conflicts of interests,
including the time committed to their duties to the Company.
The Committee also monitors the independence of each
non-executive director and makes recommendations concerning
such to the Board. The results of these reviews are important
when the Board considers succession planning and the re-election
of directors. Members of the Committee take no part in any
discussions concerning their own circumstances.
As part of the planning process for the smooth replacement of
current non-executive directors, including refreshing the skill set
with a view to the future, the Committee identified a number of
potential candidates. During the year the Board accepted the
Committee’s recommendations that Lord Sharman and Mary
Francis join the Board. In respect of Lord Sharman’s appointment
the Committee engaged a search agency to help it identify suitable
candidates and assist with the preparation of an interview list. Mrs
Francis, due to her industry profile, was known to many members
of the Board and therefore a search agency was not used in
connection with this appointment.
The appointment of five new non-executive directors over the past
two and a half years facilitated the retirement of George Paul and
Elizabeth Vallance at the end of 2005 and supports the Board’s
intention that Derek Stevens and André Villeneuve will retire at
the end of 2006.
This report was reviewed and approved by the Board on
1 March 2006.
Lord Sharman
Chairman, Nomination Committee
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