Aviva 2001 Annual Report Download - page 35

Directors’report
The directors submit their Report and Accounts for CGNU plc,
together with the consolidated accounts of the CGNU group
of companies, for the year ended 31 December 2001.
Annual General Meeting A separate document accompanying
the Report and Accounts contains an explanation of the business
to be conducted at, and the Notice convening, the Annual
General Meeting of the Company, to be held on 23 April 2002 at
11.00am at The Barbican Centre, Silk Street, London EC2Y 8DS.
Principal activities CGNU plc is the holding company of the
CGNU group of companies, which transacts life assurance
(other than industrial life) and long-term savings business, fund
management, and all classes of general insurance through its
subsidiaries, associates and branches in the United Kingdom,
continental Europe and Ireland, North America, Asia, Australia
and other countries throughout the world. The Group also invests
in securities, properties, mortgages and loans and carries on the
business of trading in property.
Review of operations, current position and future prospects
Details of the Group’s operations for the accounting period, its
current position and future prospects are contained in the
Chairman’s statement, Group Chief Executive’s review and
business operating and financial reviews set out on pages 2 to 29.
Going concern 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 accounts.
Results The Group results for the year are shown in the
consolidated profit and loss account on pages 47 to 49.
Dividend The directors are recommending a final dividend of
23.75 pence (2000: 23.75 pence) per share which, together with
the interim dividend of 14.25 pence (2000: 14.25 pence) per
share, produces a total dividend for the year of 38.00 pence
(2000: 38.00 pence) per share. The total cost of dividends for 2001,
including preference dividends, will amount to £874 million
(2000: £872 million),requiring £841 million to be transferred
from reserves (2000: £2,585 million from reserves).
The final dividend for 2001 will be paid on 17 May 2002 to all
holders of ordinary shares on the Register of Members at the
close of business on 2 April 2002. The Company’s Dividend
Reinvestment Plan will be available to shareholders in respect of
the payment of the final dividend. Further details of the Plan can
be found within the shareholder information on page 100.
Share capital Details of the share capital and shares under option
as at 31 December 2001, and shares issued during the year which
ended on that date, are given in note 30 on pages 77 to 79.
Directors The names of the present members of the Board and
biographical notes appear on pages 30 and 31.
Peter Foster who was Group Finance Director at the beginning
of the year, retired from the Board on 31 March 2001 and was
succeeded by Mike Biggs who was already a Group executive
director. Patrick Snowball was appointed a Group executive
director on 31 March 2001 and, in accordance with the
Company’s articles of association, his appointment was
approved at last year’s Annual General Meeting.
Lyndon Bolton and Bob Scott, who were directors at the
beginning of the year, retired from the Board at the conclusion
of the 2001 Annual General Meeting held on 24 April 2001.
Richard Harvey succeeded Bob Scott as Group Chief Executive
upon his retirement.
The directors retiring by rotation in accordance with the articles
of association at the forthcoming Annual General Meeting
and, being eligible, offering themselves for reappointment are
Wim Dik, Derek Stevens, Philip Twyman, André Villeneuve
and Tony Wyand. Philip Twyman and Tony Wyand each have
a service contract with a Group company, details of which can
be found on page 38.
There were no contracts of significance in existence during or
at the end of the year in which a director of the Company was
materially interested.
Directors’ interests The table below shows the interests held
by each person who was a director at the end of the financial
year in the ordinary shares of 25 pence each in the Company,
as recorded in the register maintained by the Company in
accordance with the provisions of section 325 of the Companies
Act 1985. Details of any options and awards held through the
Company’s share schemes and incentive plans are shown on
pages 40 to 42. All the disclosed interests are beneficial.
At 1 January
2001
(or appointment At 31 December
if later) 2001
Number Number
Mike Biggs 20,673 20,703
Guillermo de la Dehesa 144 144
Wim Dik – –
Pehr Gyllenhammar 16,756 16,756
Richard Harvey 21,171 21,205
Sir Michael Partridge 2,260 2,297
George Paul 20,397 25,464
Philip Scott 26,772 26,772
Patrick Snowball 2,275 290
Derek Stevens 1,965 1,991
Philip Twyman 11,668 17,131
Elizabeth Vallance 830 830
André Villeneuve 640 640
Tony Wyand 13,156 13,964
The following changes to directors’interests during the period
1 January 2002 to 26 February 2002, have been reported to the
Company. They relate to shares acquired through market
purchases and the reinvestment of dividends in Personal Equity
Plans and/or Individual Savings Accounts.
Number of shares
Mike Biggs 14
Wim Dik 200
Richard Harvey 15
Sir Michael Partridge 12
George Paul 32
To n y Wyand 64
Substantial shareholdings As at 26 February 2002, the
Company’s register of substantial shareholdings maintained
in accordance with the provisions of section 211 of the
Companies Act 1985 showed that the only holding exceeding
the 3% disclosure threshold was that of Legal & General
Investment Management Limited which held 69,418,493
ordinary shares, representing an interest of 3.08% of the
issued ordinary share capital of the Company.
United Kingdom employees The Group continues to place
emphasis on communication and dialogue with employees.
News about the Group is provided through a variety of channels,
including the intranet, circulars, in-house magazines, video
presentations,“live”Group-wide television broadcasts and
face-to-face briefings.
33 CGNU plc