Aviva 2013 Annual Report Download - page 85

Strategic report Governance IFRS Financial statements Other information
Aviva plc
Annual report and accounts 2013
83
Directors’ and Corporate governance report continued
Directors
The directors as at the date of this Report are shown together
with their biographical details in the Strategic report. During the
year and up to the date of this Report, the following Board
appointments, resignations and retirements occurred:
Mark Wilson – appointed Group CEO on 1 January 2013
Sir Adrian Montague – appointed 14 January 2013
Bob Stein – appointed 28 January 2013
Trevor Matthews – resigned with effect from 8 May 2013
Richard Goeltz – retired 8 May 2013
Russell Walls – retired 8 May 2013
Michael Mire – appointed 12 September 2013
Patricia Cross – appointed 1 December 2013
Patrick Regan – tendered his resignation on 22 January 2014
and will leave the Board and the Group before the AGM.
Under the Company’s articles of association, the Board can
appoint additional directors or appoint a director to fill a casual
vacancy. The new director must retire at the first annual general
meeting following their appointment and can only continue as
a director if they are elected by shareholders at the AGM.
Directors’ interests and indemnity
arrangements
At no time during the year did any director hold a material
interest in any contract of significance with the Company or any
of its subsidiary undertakings other than an indemnity provision
between each director and the Company and employment
contracts between each executive director and a Group
company. The Company has purchased and maintained
throughout the year, directors’ and officers’ liability insurance in
respect of itself and its directors. The directors also have the
benefit of the indemnity provision contained in the Company’s
articles of association. The Company has executed deeds of
indemnity for the benefit of each director of the Company, and
each person who was a director of the Company during the
year, in respect of liabilities that may attach to them in their
capacity as directors of the Company or of associated
companies.
These indemnities were granted at different times according
to the law in place at the time and where relevant are qualifying
third-party indemnity provisions as defined by section 234 of the
Companies Act 2006. These indemnities were in force
throughout the year and are currently in force. Details of
directors’ remuneration, service contracts, employment
contracts and interests in the shares of the Company are set out
in the Directors’ Remuneration Report. There is no arrangement
or understanding with any shareholder, customer, supplier, or
any other external party, to appoint a director or a member of
the Group Executive.
Financial instruments
Group companies use financial instruments to manage certain
types of risks, including those relating to credit, foreign currency
exchange, cash flow, liquidity, interest rates, and equity and
property prices. Details of the objectives and management of
these instruments are contained in the Risk and Capital
Management section, the Shareholder Information section and
an indication of the exposure of the Group companies to such
risks is contained in note 58.
Political donations
At the 2013 AGM, shareholders passed a resolution, on a
precautionary basis, to authorise the Company to make political
donations and/or incur political expenditure (as such terms are
defined in sections 362 to 379 of the Companies Act 2006), in
each case in amounts not exceeding £100,000 in aggregate. As
the authority granted will expire on 30 April 2014, renewal of
this authority will be sought at this year’s AGM. Further details
are available in the Notice of AGM. The definitions of political
donations and political expenditure used in the Companies Act
2006 are broad in nature and this authority is sought to ensure
that any activities undertaken throughout the Group, which
could otherwise be construed to fall within these provisions, can
be undertaken without inadvertently infringing them. It is not
the policy of the Company to make donations to EU political
organisations or to incur any other political expenditure.
Aviva has not made any political donations during 2013.
Disclosure of information to the auditor
In accordance with section 418 of the Companies Act 2006,
the directors in office at the date of approval of this Report
confirm that, so far as they are each aware, there is no
relevant audit information of which the Company’s auditor,
PwC, is unaware and each director has taken all steps that
ought to have been taken as a director to be aware of any
relevant audit information and to establish that PwC is aware
of that information.
Annual General Meeting
The 2014 AGM of the Company will be held on Wednesday,
30 April 2014 at the Queen Elizabeth II Conference Centre,
Broad Sanctuary, Westminster, London SW1P 3EE at 11am.
The Notice of AGM convening the meeting describes the
business to be conducted thereat.
Related party transactions
Details of related party transactions are disclosed in note 61
which is incorporated into this Report by reference.
Articles of association
Unless expressly stated to the contrary in the article of
association, the Company’s articles of association may only
be amended by special resolution of the shareholders. The
Company’s current articles of association were adopted on
3 May 2012.
Going concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and position are
set out in the Strategic Report. The Performance Review
includes the Risk and Capital Management section. In addition,
the financial statements sections include notes on the Group’s
borrowings (note 50); its contingent liabilities and other risk
factors (note 53); its capital structure and position (note 55);
management of its risks including market, credit and liquidity
risk (note 58); and derivative financial instruments (note 59).
The Group has considerable financial resources together
with a diversified business model, with a spread of businesses
and geographical reach. As a consequence, the directors
believe that the Group is well placed to manage its business
risks successfully.
After making enquiries, the directors have a reasonable
expectation that the Company and the Group as a whole have
adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the financial statements.
Directors’ responsibilities
The directors are responsible for preparing the Annual report
and accounts, the Directors’ Remuneration Report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have prepared the Group and parent company financial
statements in accordance with IFRS as adopted by the European
Union (EU) and issued by the IASB. Under company law the
directors must not approve the financial statements unless they