Aviva 2006 Annual Report Download - page 96

Aviva plc
Annual Report and Accounts 2006 92
Directors’ remuneration report continued
Governance continued
Non-executive appointments
The non-executive directors, including the Chairman, have letters of appointment which set out their duties and responsibilities. The key
terms of the appointments are as follows:
Provision Policy
Period Three-year term which can be extended by mutual consent.
Termination By the director or the Company giving the other one month’s written notice without compensation.
Fees As described below.
Expenses Reimbursement of travel and other expenses reasonably incurred in the performance of their duties.
Time commitment Between 25 and 50 days per annum depending upon Board and committee requirements and
corporate activity.
Non-compete During employment and for six months after leaving.
Appointment dates Director Date of last appointment Date appointment terminates
Guillermo de la Dehesa 30 May 2005 30 May 2008
Wim Dik 7 December 2005 7 December 2008
Mary Francis 1 October 2005 1 October 2008
Richard Karl Goeltz 3 May 2004 3 May 2007
Carole Piwnica 10 May 2006 AGM 2009
Lord Sharman 14 January 2005 14 January 2008
Russell Walls 3 May 2004 3 May 2007
Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office during normal hours
of business. All the directors seeking re-election at the Company’s 2007 Annual General Meeting are independent non-executive
directors and therefore do not have a service contract with the Company.
It is the Company’spolicy to set the fees paid to its Chairman and non-executive directors at the median level for international
companies of similar size and complexity. Non-executive directors receive a basic annual fee in respect of their Board duties. A further
fee is paid to directors (other than the Chairman) in respect of their membership and, whereappropriate, chairmanship of Board
committees. Fees arereviewed regularly and are set by the Board to attract individuals with the range of skills and experience
appropriate for a major international company. In determining the level of fees paid to the non-executive directors, the Board receives
recommendations from the executive directors who consider the non-executive directors’ duties and responsibilities, together with the
time commitment required in preparing for and attending meetings, and the amounts paid by competitors and similar-sized companies.
The Chairman and non-executive directors receive no benefits in addition to their fees nor do they participate in any incentive or
performance plans or pension arrangements.
Non-executive directors’ fees were reviewed in 2005 and will be reviewed again in 2007.