Aviva 2005 Annual Report Download - page 76

Aviva plc 2005 Governance
Governance continued
Directors’ remuneration report continued
The Aviva Deferred Bonus Plan was approved by shareholders at the 2001 Annual General Meeting. The awards disclosed include those
made in lieu of some or all of the cash bonus earned and deferred under the Company’s Annual Bonus Plan and also the matching
awards granted on a “one-for-one” basis. The vesting of the awards on the third anniversary of their grant is not subject to performance
conditions.
The Aviva Share Plan was established in May 2004 specifically to facilitate the recruitment of Andrew Moss. The awards made under the
Plan compensate Andrew Moss for the value of long-term incentive awards granted to him by his previous employer and which lapsed
when he resigned to join Aviva. Andrew Moss is the only participant in the Plan. On 10 May 2004, the date Andrew Moss joined the
Company, 103,846 shares in the Aviva Employee Trust (with a market value of £540,000) were allocated to him. On 31 October 2004
67,307 of the shares vested, 23,077 vested on 31 December 2005 and the balance of 13,462 will vest on 31 December 2006.
The vesting of these shares is not subject to any performance conditions.
Directors’ interests in Aviva shares
The interests held by each person who was a director at the end of the financial year in the ordinary shares of 25 pence each in the
Company is shown below. All the disclosed interests are beneficial. The table also summarises the interests in shares held through
the Company’s various all-employee and executive share schemes. Details of the options and long-term incentive awards are shown
on pages 72 to 73 and the Aviva Share Plan is described above.
Shares1Bonus Plan Awards2Long-Term Incentive Awards3Options4Aviva Share Plan5
1 January 31 December 1 January 31 December 1 January 31 December 1 January 31 December 1 January 31 December
2005 2005 2005 2005 2005 2005 2005 2005 2005 2005
Guillermo de la Dehesa 144 144 ––––––––
Wim Dik 200 200 ––––––––
Mary Francis* 1,000* 1,000 ––––––––
Richard Goeltz – 2,500 ––––––––
Pehr Gyllenhammar 28,378 29,539 ––––––––
Richard Harvey 24,036 44,781 319,152 355,992 508,861 521,496 4,426 4,426 ––
Andrew Moss 39,632 35,040 –61,408 83,650 186,453 –3,279 36,539 13,462
George Paul 30,816 30,894 ––––––––
Carole Piwnica – –––––––––
Philip Scott 107,519 170,004 193,484 217,750 288,747 316,939 4,096 4,096 ––
Lord Sharman* –* –––––––––
Patrick Snowball 5,542 16,250 142,966 173,482 251,075 288,645 2,272 2,272 ––
Derek Stevens 2,032 2,989 ––––––––
Elizabeth Vallance 830 830 ––––––––
André Villeneuve 640 640 ––––––––
Russell Walls 1,500 1,500 ––––––––
*At appointment – Lord Sharman (14 January 2005); Mary Francis (1 October 2005).
Notes
1. “Shares” are the directors’ beneficial holdings in the ordinary shares of the Company and in respect of the executive directors include shares held in trust under the
Company’s All Employee Share Ownership Plan (AESOP) being shares purchased by them under the partnership element and shares granted under the free share
element of the AESOP. Executive directors are required to build and maintain a beneficial interest in the Company’s shares equal in value to 1.5 times their annual salary
(1.75 times annual salary in the case of the Group Chief Executive). The requirement was introduced as part of the revised remuneration arrangements from 2005;
the holding must be attained within five years.
2. ”Bonus Plan Awards” relates to entitlements to shares arising through the current, or former, Aviva Bonus Plans. Under these plans some of the earned bonuses are
paid in the form of shares and deferred for three years. The transfer of the shares to the director at the end of the period is not subject to the attainment of
performance conditions but a proportion of the shares can be forfeited if the executive leaves service before the end of the period.
3. “Long-Term Incentive Awards” are awards granted under the Aviva Long-Term Incentive Plans which vest only if the performance conditions are achieved.
4. “Options” are options over shares granted under the Save As You Earn share scheme.
5. “Aviva Share Plan” relates to shares held under the Plan referred to above in which only Andrew Moss participates.
The following changes to directors’ interests during the period 1 January 2005 to 1 March 2006 have been reported to the Company.
The changes in interests relate to shares acquired each month under the partnership element of the AESOP:
Number of shares
Richard Harvey 34
Philip Scott 35
Patrick Snowball 34
This report was reviewed and approved by the Board on
1 March 2006.
Richard Karl Goeltz
Chairman, Remuneration Committee
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