Aviva 2007 Annual Report Download - page 83
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Please find page 83 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.The directors submit their report and accounts for Aviva
plc, together with the consolidated accounts of the Aviva
Group of companies, for the year ended 31 December
2007. The Business review for the Company is contained
on pages 10 to 73 and includes a review of the Group’s
operations, current position and future prospects together
with a description of the principal activities of the Group
and other information required to be included. Details of
material acquisitions and disposals made by the Group
during the year are contained in note 3 to the accounts.
Results
The Group results for the year are shown in the
consolidated income statement on page 126.
Dividends
The directors are recommending a final dividend
of 21.10 pence per share (2006: 19.18 pence), which
together with the interim dividend of 11.9 pence paid
on 16 November 2007 (2006: 10.82 pence), produces
a total dividend for the year of 33.00 pence per share
(2006: 30.00 pence). The total cost of ordinary dividends
paid in 2007, was £801 million (2006: £693 million),
leaving £472 million to be transferred to reserves (2006:
£1,468 million to reserves) after tax, minority investments,
preference dividends and payments in respect of the direct
capital instrument. The final dividend for 2007 will be
paid on 16 May 2008 to all holders of ordinary shares
on the Register of Members at the close of business on
28 March 2008. The Company’s Scrip Dividend Scheme
will be available to shareholders in respect of the payment
of the final dividend. In addition, a local currency payment
service will be available to shareholders residing in certain
participating countries outside the UK. Further details of
these arrangements can be found in the shareholder
services section on pages 270 to 272.
Share capital
The issued ordinary share capital of the Company was
increased by 56 million ordinary shares during the year.
56,039,397 shares were allotted under the Group’s
employee share and incentive plans and the Aviva Scrip
Dividend Scheme. At 31 December 2007 the issued
ordinary share capital totalled 2,622 million shares of
25 pence each and the issued preference share capital
totalled 200 million shares of £1 each. Accordingly,
the issued ordinary share capital constituted 76.6% of
the Company’s total issued share capital and the issued
preference share capital constituted 23.4% of the
Company’s total issued share capital at 31 December
2007. All the Company’s shares are fully paid up and
quoted on the London Stock Exchange. Details of the
Company’s share capital and shares under option at
31 December 2007 and shares issued during the year
are given in notes 28 to 31 to the financial statements.
The rights and obligations attaching to the Company’s
ordinary shares and preference shares as well as the
powers of the Company’s directors, are set out in the
Company’s articles of association, copies of which can
be obtained from Companies House or by writing to the
Company Secretary. With the exception of restrictions on
transfer of shares under the Company’s share incentive
plan while the shares are subject to the plan, there are
no restrictions on the voting rights attaching to the
Company’s ordinary shares or the transfer of securities
in the Company.
Where, under an employee share plan operated by the
Company, participants are the beneficial owners of shares,
but not the registered owners, the voting rights are
normally exercised at the discretion of the participants.
No person holds securities in the Company carrying
special rights with regard to control of the Company.
The Company is not aware of any agreements between
holders of securities that may result in restrictions in the
transfer of securities or voting rights. Unless expressly
specified to the contrary in the articles of association
of the Company, the Company’s articles of association
may be amended by special resolution of the Company’s
shareholders. There are a number of agreements that take
effect, alter or terminate upon a change of control of the
Company, such as commercial contracts and joint venture
agreements. None is considered to be significant in terms
of their potential impact on the business of the Group
as a whole. All of the Company’s share plans contain
provisions relating to a change of control. Outstanding
awards and options would normally vest and become
exercisable on a change of control, subject to the
satisfaction of any performance conditions.
Authority to purchase own shares
At the Company’s Annual General Meeting held
on 26 April 2007, shareholders renewed the Company’s
authorities to make market purchases of up to
256 million ordinary shares, up to 100 million 83⁄4%
preference shares and up to 100 million 83⁄8% preference
shares. These authorities were not used during the
year and, at the forthcoming Annual General Meeting,
shareholders will be asked to renew them for another
year. Details are contained in the Notice of Meeting.
The Company held no Treasury shares during the year.
Post balance sheet events
On 5 February 2008, the Group’s UK long-term business
operation Norwich Union Life, announced a one-off,
special bonus worth £2.3 billion. Further details can
be found in Note 59 on page 235.
Directors
The following persons served as directors of the Company
during the year:
Nikesh Arora (appointed 1 July 2007)
Guillermo de la Dehesa
Wim Dik
Mary Francis
Richard Karl Goeltz
Richard Harvey (retired on 11 July 2007)
Andrew Moss
Carole Piwnica
Philip Scott
Lord Sharman of Redlynch
Patrick Snowball (resigned 8 May 2007)
Tidjane Thiam (appointed 1 May 2007, resigned
21 September 2007)
Russell Walls
Scott Wheway (appointed 5 December 2007)
The biographical details of the persons currently serving as
directors appear on page 77.
Aviva plc
Annual Report and
Accounts 2007
79
Governance
Directors’ report