Aviva 2006 Annual Report Download - page 83

Overview Business review Governance Financial statements Other information
Aviva plc
Annual Report and Accounts 2006 79
Directors’ attendance
The Company requires directors to attend all meetings of the
Board and the committees on which they serve and to devote
sufficient time to the Company in order to perform their duties.
The attendance of the directors at the Board and committee
meetings held in 2006 was as follows:
Board and Board committee attendance 2006
Corporate
Risk and Social Remuner-
Audit Nomination Regulatory Responsibility ation
Board Committee Committee Committee Committee Committee
Number of
meetings
held 10 4 5 3 3 5
Number of
meetings
attended
Guillermo
de la
Dehesa 9/10 – 5/5 – 2/3 –
Wim Dik 10/10 – 5/5 3/3 3/3 –
Mary
Francis 10/10 – – 3/3 – 5/5
Richard
Goeltz 10/10 4/4 – – – 5/5
Richard
Harvey 10/10 – 5/5 – 3/3 –
Andrew
Moss 10/10 – – – – –
Carole
Piwnica 10/10 4/4 – – 3/3 5/5
Philip
Scott 10/10 –––––
Lord
Sharman 10/10 – 5/5 – 3/3 –
Patrick
Snowball 10/10 – – – – –
Russell
Walls 10/10 4/4 – 3/3 – –
Former Directors
Derek
Stevens* 10/10 4/4 ––3/3–
André
Villeneuve* 10/10 – 5/5 – – 5/5
– Indicates not a member of that committee.
* Retired 31 December 2006.
During 2006 the Chairman and the non-executive directors met
on one occasion in the absence of the executive directors and
therewas one meeting of the non-executive directors chaired by
the senior independent director at which the Chairman was
not present.
Board committees
The Board has established the following standing committees to
oversee and debate important issues of policy and oversight
outside the main Board meetings.
–Audit Committee
–Nomination Committee
–Risk and Regulatory Committee
–Corporate Social Responsibility Committee
–Remuneration Committee.
Throughout the year the chairman of each committee provides
the Boardwith a summary of the key issues considered at the
meetings of the committees and the minutes of the committee
meetings are circulated to the Board. The committees operate
within defined terms of reference, copies of which are published
on the Company’swebsite www.aviva.com and are available from
the Group Company Secretary upon request. Board committees
areauthorised to engage the services of external advisers as
they deem necessary in the furtherance of their duties at the
Company’s expense.
Reports of the committee chairmen are set out below.
Internal controls
The Combined Code requires directors to review and report
annually to shareholders on the effectiveness of the Company’s
systems of internal control which include financial, operational and
compliance controls, and risk management. The Board has the
overall responsibility for maintaining the systems of internal control
of the Company and for monitoring their effectiveness; while the
implementation of internal control systems is the responsibility of
management. The Group’ssystems of internal control aredesigned
to manage rather than eliminate the risk of failure to achieve
business objectives and can provide only reasonable and not
absolute assurance against material financial misstatement or loss.
The systems aredesigned to:
–Safeguard assets;
–Maintain proper accounting records;
–Provide reliable financial information;
–Identify and manage business risks;
–Maintain compliance with appropriate legislation and regulation;
–Identify and adopt best practice.
The principal features of the control framework and the methods
by which the Board satisfies itself that it is operating effectively are
detailed below.