Aviva 2006 Annual Report Download - page 88

Aviva plc
Annual Report and Accounts 2006 84
Nomination committee report
This report provides details of the role of the Nomination
Committee and the work it has undertaken during the year.
The main purpose of the Committee is to assist the Board
by keeping the composition of the Board under review and
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’ conflicts of interest and 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 following directors served on the Committee during the year:
Period
Member From To
Lord Sharman (Chairman) 25 January 2006 To date
Guillermo de la Dehesa 21 June 2000 To date
Wim Dik 26 April 2004 To date
Richard Harvey 21 June 2000 To date
André Villeneuve 24 September 2003 31 December 2006
The Committee met on five occasions in 2006 and the members’
attendance record is set out in the Corporate governance report
above. The Group Company Secretary acts as the secretary to the
Committee. Russell Walls was appointed a member of the
Committee on 23 January 2007.
The Committee keeps under review 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 available to
commit 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 and reappointment
of directors. Members of the Committee take no part in any
discussions concerning their own circumstances.
During the year the Committee reviewed its executive succession
plans against an indication from Richard Harvey, the Group Chief
Executive, that he may wish to retire in mid–2007, three years prior
to his normal retirement date. As part of the succession process the
Board, with the advice and assistance of MWM Consulting agreed
aprocess and prepared an “ideal candidate” profile for the group
chief executive role. A shortlist of external candidates considered
able to match the profile was prepared against which the
Company’s internal candidates were benchmarked. Through this
process the Committee was able to confirm that the internal
candidates compared well against potential external candidates.
The internal candidates were then interviewed and assessed
externally and by a number of the Company’s independent non-
executive directors. As a result of this process the Committee was
able, upon Richard Harvey confirming in January 2007 his intention
to retire, to make a recommendation to the Board that Andrew
Moss, the Group Finance Director be appointed to succeed Richard
Harvey as the Group Chief Executive. As a consequence of the
above the Committee also considered the position of the Group
Finance Director and made a recommendation to the Board that
Philip Scott, Executive Director, Aviva International, be appointed
to succeed Andrew Moss in that position.
The above recommendations were approved by the Board and
announced to the Market on 10 January 2007 and will become
effective on 11 July 2007.
As part of the 2006 Board performance evaluation the Board
reviewed its composition and skills against what it considers
the futureissues and challenges facing the Company will be.
The outcome of this review will be taken forward by the
Committee during 2007.
The Committee has also reviewed the processes for identifying and
developing those senior managers throughout the Group who are
considered to have the potential to succeed members of the
Group’s senior executive.
In line with the Combined Code requirement the Board undertook
a review of the effectiveness of all its committees during the year,
including the Nomination Committee.
This report was reviewed and approved by the Board on
28 February 2007.
Lord Sharman of Redlynch
Chairman, Nomination Committee
Governance continued