Aviva 2013 Annual Report Download - page 65

Aviva plc
Annual report and accounts 2013
63
Strategic report Governance IFRS Financial statements Other information
Chairman’s governance letter continued
The key activities that the committee has
undertaken during the year include:
strengthening subsidiary governance; monitoring
reputational issues; initiating a programme of
work to develop a greater insight into product
governance; reviewing and contributing to the
development of the Customer and People theses
and reviewing and approving the Group’s
Corporate Responsibility Plan.
Nomination Committee
The Nomination Committee led the process for
the appointment of Michael Mire and Patricia
Cross as non-executive directors and has also
considered and recommended to the Board a
number of committee membership changes and
Sir Adrian’s appointment as senior independent
director. We are conscious that we currently
have only 18% female representation on the
Board and increasing this is a priority for the
committee. The committee has considered
each non-executive director’s independence and
each director’s contribution to the Board during
the year, and their suitability for election or
re-election at the 2014 AGM, and fully supports
the election or re-election of all Board members.
Remuneration Committee
Directors’ remuneration continues to be an area
of focus for investors and a hot topic in the
media. Further to the work carried out following
the 2012 AGM, and with the mandatory vote on
remuneration policy being introduced this year,
the committee has spent considerable time
reviewing our remuneration policy and we
engaged with institutional investors ahead
of publishing the Group’s policy in this report.
I believe that the policy is clear and aligns
executive remuneration with the Company’s
performance and shareholder outcomes.
I hope that you will support the policy at
this year’s AGM.
Risk Committee
During the year the Group was designated a
Global Systemically Important Insurer (G-SII),
which brings the Group within scope of the
policy requirements issued by the International
Association of Insurance Supervisors (IAIS). The
consequences of this include the development by
July 2014 of a Systemic Risk Management Plan;
the development of recovery and resolution
plans; and from January 2019 additional loss
absorbency capital requirements, if the Group
remains a G-SII.
The committee has closely monitored the
Group’s capital and liquidity position throughout
the year and reviewed all signicant transactions
with a capital and liquidity impact ahead of Board
approval. This included the sale of the US life
business and actions taken to reduce leverage.
The committee continues to monitor plans to
achieve compliance with Solvency II and the
EIOPA interim measures effective 1 January 2014.
UK Corporate Governance Code
The Company has adopted the new provisions
of the 2012 version of the UK Corporate
Governance Code (the Code), and is compliant
with all provisions. We disclose details of how we
comply with the Code throughout the Directors’
and Corporate Governance Report and the
Directors’ Remuneration Report in the annual
report and accounts.
Subsidiary governance
Governance is important at all levels of the
organisation. We apply many of the provisions of
the Code to our subsidiaries to ensure that we
maintain the same high standards of governance
throughout the Group. We have appointed
non-executive directors to the boards of all our
principal subsidiaries and each principal subsidiary
also has a board audit and risk committee.
This strengthens the degree of oversight and
challenge to the business and also provides a
mechanism for information ows up and down
the organisation both between management
and non-executive directors, and subsidiary
and Group non-executive directors.
John McFarlane
Chairman
5 March 2014
We care about our
customers, and
endeavour to ensure
that we provide them with
products that meet
their needs.
John McFarlane
Chairman