Aviva 2013 Annual Report Download - page 70

Aviva plc
Annual report and accounts 2013
68
Directors’ and Corporate governance report
Corporate governance report
This Report sets out the role and activities of the Board and
explains how the Group is governed.
The UK Corporate Governance Code
As a UK premium listed company, Aviva seeks to comply with
the UK Corporate Governance Code 2012 (the Code).
Further details of how the Company has applied the Code
principles, and complied with its provisions, are set out in this
Report and the Directors’ Remuneration Report.
Further information on the Code can be found on the
Financial Reporting Council’s website at www.frc.org.uk.
It is the Board’s view that the Company has been fully
compliant throughout the accounting period with the relevant
provisions of the Code.
The Board
The Board’s role is to provide entrepreneurial leadership of the
Company within a framework of prudent and effective controls
which enable risk to be assessed and managed. The Board
believes that a strong system of governance throughout the
Group is essential to help the business run smoothly and to aid
effective decision making and support the achievement of the
Group’s objectives.
The Board is responsible to shareholders for promoting the
long-term success of the Company and, in particular, for setting
the Group’s strategic aims, monitoring management’s
performance against those strategic aims, setting the Group’s
risk appetite and ensuring the Group is adequately resourced
and that effective controls are in place. The Board also sets the
values, and supports the culture, of the Group.
The specific duties of the Board are clearly set out in its
terms of reference which address a wide range of corporate
governance issues and list those items that are specifically
reserved for decision by the Board. Matters requiring Board
approval include:
 Group strategy and business plans
 Financial reporting and controls, capital structure and
dividend policy
 Group risk appetite and framework
 Remuneration policy
 Significant transactions and expenditure
 Corporate governance issues (e.g. appointment and removal
of the Group Company Secretary and Chief Risk and Capital
Officer (CRCO), Board and committee succession planning
and the constitution of Board committees)
The Board’s terms of reference also set out those matters that
must be reported to the Board, such as senior leadership
changes, significant litigation or material regulatory breaches,
and explain how matters requiring consideration by the Board
that arise between scheduled meetings should be dealt with.
The directors
As at the date of this Report the Board comprises the Chairman,
Group Chief Executive Officer (Group CEO), Chief Financial
Officer (CFO) and eight Independent Non-Executive Directors
(NEDs). The following charts show the balance of the Board
between executive and non-executive representation, length of
tenure and the diversity of the Board in terms of gender and
nationality.
Balance of executive and non-executive directors
1 Chairman
2 Executive directors
8 Non-executive directors
Gender split of directors
9 Male
2 Female
Length of tenure of non-executive directors
6 0-3 years
1 3-6 years
1 6-9 years
0 +9 years
Nationalities of board members
6 UK
2 US
3 Australasian
The Board’s policy is to appoint and retain non-executive
directors, who can apply their wider business knowledge and
experiences to their oversight of the Group, and to review and
refresh regularly the skills on the Board. In line with Code
requirements regarding the independence of NEDs, Russell
Walls and Richard Goeltz retired from the Board on 8 May 2013
having completed nine years’ service. The Report of the
Nomination Committee sets out the work carried out during
the year on succession planning which culminated in the
appointment of Michael Mire and Patricia Cross as NEDs in