Aviva 2007 Annual Report Download - page 94
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This report provides details of the role of the Nomination
Committee and the work it has undertaken during
the year.
The main purpose of the Committee is to assist the Board
by keeping the composition of the Board under review
and conducting a rigorous and transparent process when
making or renewing appointments of directors to the
Board. It also advises the Board on issues of directors’
conflicts of interest and independence. The full terms
of reference for the Committee can be found on the
Company’s website, www.aviva.com, and are available
from the Group Company Secretary.
The following directors served on the Committee during
the year:
Period
Member From To
Lord Sharman (Chairman) 25 January 2006 To date
Guillermo de la Dehesa 21 June 2000 To date
Wim Dik 26 April 2004 To date
Richard Harvey 21 June 2000 11 July 2007
Andrew Moss 12 July 2007 To date
Russell Walls 23 January 2007 To date
The Committee met on five occasions in 2007 and the
members’ attendance record is set out in the Corporate
governance report above. The Group Company Secretary
acts as the secretary to the Committee. Russell Walls was
appointed a member of the Committee on 23 January
2007 and Andrew Moss was appointed a member of
the Committee on 12 July 2007.
The Committee keeps under review the skill requirements
of the Board and the knowledge, experience, length of
service and performance of the directors. It also reviews
their external interests with a view to identifying any
actual, perceived or potential conflicts of interests,
including the time available to commit to their duties
to the Company. The Committee also monitors the
independence of each non-executive director and
makes recommendations concerning such to the Board.
The results of these reviews are important when the Board
considers succession planning and the re-election and
reappointment of directors. Members of the Committee
take no part in any discussions concerning their
own circumstances.
As a result of the restructuring of the senior management
team during 2007 there has been a reduction in
the number of executive directors on the Board.
The Committee will review the position during 2008.
As part of the ongoing planning process for the
smooth replacement of current non-executive directors,
including refreshing the skill set with a view to the
future, the Committee identified a number of candidates.
During the year the Board accepted the Committee’s
recommendations that Nikesh Arora and Scott Wheway
join the Board. In respect of both appointments the
Committee engaged a search agency to help it identify
suitable candidates and assist with the preparation of
an interview list.
The appointment of two new non-executive directors
during the year also helps to maintain the balance of
the Board in the context of the intended retirement
of Guillermo de la Dehesa and Wim Dik during 2008.
In line with the Combined Code requirement
the Board undertook a review of the effectiveness
of all its committees during the year, including the
Nomination Committee.
This report was reviewed and approved by the Board
on 27 February 2008.
Lord Sharman of Redlynch
Chairman, Nomination Committee
Aviva plc
Annual Report and
Accounts 2007
90
Governance
Nomination Committee report