Aviva 2007 Annual Report Download - page 109
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Please find page 109 of the 2007 Aviva annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.Aviva plc
Annual Report and
Accounts 2007
105
Governance
Dilution
Awards granted under the Aviva ABP and the Aviva LTIP are met by the issue of new shares when awards vest.
The Committee monitors the number of shares issued under its various share plans and their impact on dilution limits.
The relevant dilution limits established by the Association of British Insurers in respect of all share plans (10% in any
rolling ten year period) and executive share plans (5% in any rolling ten year period) were, based on the Company’s
issued share capital at 31 December 2007, 2.6% and 0.90% respectively.
Between March 1998 and March 2003, the Company met its liability for shares awarded under the incentive plans by
funding an employee trust that acquired shares in the market at the time of grant. Details of the shares currently held in
the employee trusts are set out in note 30 to the accounts.
In December 2007 a loan of £10 million was made to the Employee Benefit Trust to ensure sufficient shares were
available to meet its ongoing liabilities.
Non-executive directors (NEDs)
The NEDs, 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 term of directorship and for six months after leaving.
Appointment dates Director Date of last appointment Date appointment ends
Nikesh Arora 1 July 2007 AGM 2010
Guillermo de la Dehesa 30 May 2006 30 May 2009
Wim Dik 7 December 2005 7 December 2008
Mary Francis 1 October 2005 1 October 2008
Richard Karl Goeltz 3 May 2007 31 May 2010
Carole Piwnica 8 May 2006 31 May 2009
Lord Sharman 15 January 2008 AGM 2008
Russell Walls 3 May 2007 31 May 2010
Scott Wheway 5 December 2007 AGM 2010
It is the Company’s policy to set the fees paid to its Chairman and NEDs taking account of the median market payments
in international companies of similar size and complexity. NEDs receive a basic annual fee in respect of their Board duties.
A further fee is paid to NEDs (other than the Chairman) in respect of membership and, where appropriate, chairmanship
of Board Committees.
From 2007 fees will be reviewed annually and are set by the Board to attract individuals with the required range of skills and
experience. In determining the level of fees paid to the NEDs the Board receives recommendations from the executive
directors, who consider the NEDs 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 NEDs receive no benefits in addition to their fees nor do they participate in any incentive or
performance plans or pension arrangements.
The Company’s Articles of Association provide that the total aggregate remuneration paid to the Chairman and NEDs
will be determined by the Board within the limits set by shareholders. The current aggregate limit of £1.5 million was
approved by shareholders at the Company’s 2005 Annual General Meeting. The amount paid in 2007 was £1.04 million.
Executive directors are remunerated under their service contracts and receive no additional fee for serving as directors.