Aviva 2009 Annual Report Download - page 102

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Aviva plc Directors’ remuneration report continued
Annual Report and Accounts 2009
— Recommend to the Board the establishment of any employee share plans and exercise all the Board’s powers in relation to the
operation of all share incentive plans, including the granting of awards, the setting and testing of performance conditions
(where appropriate), and any discretion on behalf of the Board regarding any material amendments to the plans’ rules not
requiring the approval of shareholders; and
— Select, appoint and determine terms of reference for independent remuneration consultants to advise the Committee on
remuneration policy and levels of remuneration.
Committee membership
Table 1 below shows the independent NEDs who served on the Committee during the year:
Table 1: Members of the Committee during 2009
Member From To
Mary Francis 25 January 2006 To Date
Carole Piwnica 25 January 2006 To Date
Scott Wheway (Chairman from 1 January 2009) 5 December 2007 To Date
Leslie Van de Walle 24 September 2009 To Date
Aviva announced on 24 September 2009 the appointment of Mr Van de Walle as a member of the Committee.
The Committee met on eight occasions in 2009 and the meeting attendance record is set out in the Corporate Governance
report on page 88.
Committee meetings are attended by the Group Chief Executive, Andrew Moss (other than when his own remuneration is
being discussed) and the Group Human Resources Director, John Ainley. The Group Company Secretary, Graham Jones, acts as
secretary to the Committee. The Chairman, Lord Sharman, also attends meetings of the Committee at the discretion of the
Committee Chairman but specifically when discussing the remuneration of the Group Chief Executive.
The Committee was advised in 2009 by the Group Human Resources Strategy Director, David Hope, and the Group Reward
Director, Martyn Fisher, on market practice and the alignment of reward arrangements to business strategy and by the Chief
Accounting Officer, David Rogers, on matters relating to the performance measures and targets for the Group’s share incentive
plans. Group Audit also provide assurance to the Committee over non-financial bonus targets.
In addition, the Committee appointed Hewitt Associates (HNBS) to advise on matters relating to senior executive
remuneration. HNBS provided no other material assistance to the Company in 2009. PricewaterhouseCoopers (PwC) provide advice
to management on relevant remuneration matters. PwC also provided consultancy services to the Group in 2009. Deloitte LLP,
which also provided consultancy services to the Group in 2009, advised the Committee on the calculation of Total Shareholder
Return (TSR) in respect of the Long Term Incentive Plan (LTIP) vesting. The Group Company Secretary and Linklaters LLP advised the
Committee in relation to the operation of the Company’s share plans. Linklaters LLP provided other legal services to the Company
during 2009.
In line with Combined Code requirements, the Board undertook a review of the effectiveness of the Committee during the
year. Additionally, the Committee reviewed its own performance and agreed steps to enhance its effectiveness and addressed the
issues identified.