Aviva 2007 Annual Report Download - page 84
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Please find page 84 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 Company’s articles of association require one-third
of the directors to retire by rotation each year and also
require each director to retire at intervals of not more than
three years. At the forthcoming Annual General Meeting
Lord Sharman, chairman and non-executive director, and
Andrew Moss and Philip Scott, both executive directors,
will retire and, being eligible, will offer themselves for
re-election. Guillermo de la Dehesa and Wim Dik who
were re-elected by shareholders at last year’s Annual
General Meeting will retire on 31 December 2008,
in line with the Board’s plans to renew and refresh its
composition. Andrew Moss and Philip Scott are executive
directors and each has a service contract with the
Company, details of which can be found in the Directors’
renumeration report. Nikesh Arora and Scott Wheway will
offer themselves for election by the shareholders at the
forthcoming Annual General Meeting being the first such
meeting after their appointment.
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 service 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 309B of the Companies
Act 1985. These indemnities were in force throughout
the year and are currently in force. Details of directors’
remuneration, service contracts and interests in the
shares of the Company are set out in the Directors’
remuneration report.
Substantial shareholdings
During 2007 the Company maintained a register of
substantial shareholdings in accordance with the provisions
of the Disclosure and Transparency Rules of the Financial
Services Authority. As at 27 February 2008 the Company
had received notifications that the holdings exceeding the
3% notification threshold were those of Barclays plc
which held directly 133,026,405 voting rights
(representing 5.08% of the total voting rights attaching
to the issued ordinary share capital of the Company),
Legal & General Group plc which held directly
104,107,838 voting rights (4.01%) and Axa S.A. and
its Group companies which held a total of 259,452,649
voting rights (9.99%) of which 28,520,097 (1.10%)
were held directly and 230,932,552 (8.89%) were
held indirectly.
Financial instruments
Aviva 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 Business review and an indication
of the exposure of the Group companies to such risks
is contained in note 55 to the accounts.
Health and safety
The health and safety of the Group’s employees is a
priority and is reviewed at regular intervals. Each business
within the Group has an appointed health and safety
representative, whose role is to bring to the attention
of senior management any areas of concern that should
be addressed within the health and safety programme.
Information on health and safety matters is communicated
to staff through the normal communication channels.
Under the Group’s Business Protection Policy the Group
Chief Executive is accountable for health and safety.
Charitable donations
Aviva has continued to support community initiatives
and charitable causes worldwide and the total Group
commitment during the year, as measured in accordance
with Business in The Community’s Community Investment
Survey, was £6.8 million (2006: £6.3 million).
In 2007, the Group’s community investment in the United
Kingdom totalled £4 million (2006: £3.7 million) of which
£1.4 million (2006: £1.4 million) was given in the form
of donations to charitable organisations. The Company
allocates a part of its budget to matching contributions
raised by staff and to providing financial support to
charities and communities where members of staff give
a personal commitment in terms of their time. In addition,
the Company provides a significant level of support to a
number of national charities. During 2007, the Company
continued its commitment to Breakthrough Breast Cancer,
Wheelpower (the British wheelchair sports association),
The Princess Royal Trust for Carers and NCH (the children’s
charity). In support of its “Forward Thinking” initiative
the Company has continued with the partnership
of the Oxfam 365 Alliance which provides immediate
humanitarian aid to disasters occurring throughout
the world. The Company has committed to support
the Oxfam 365 Alliance for three years from 2006.
In addition, the Group’s businesses are committed
to supporting their local communities. For example,
Aviva Canada has launched a two year partnership with
ThinkFirst Canada, a national non-profit charity dedicated
to injury prevention, particularly those associated with the
brain and spinal cord and Aviva Global Services, together
with the Akanksha Foundation, has opened the first of
four “Aviva Akanksha” schools in Pune, India.
Political donations
At the Annual General Meeting held in 2004,
shareholders passed a resolution, on a precautionary
basis, to authorise the Company to make donations
to EU political organisations and to incur EU political
expenditure (as such terms are defined in Section 347A
of the Companies Act 1985) not exceeding £100,000.
During the year the Company made no donations to EU
political organisations and incurred no political expenditure.
Aviva plc
Annual Report and
Accounts 2007
80
Governance
Directors’ report continued