Aviva 2009 Annual Report Download - page 115

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Performance review
Aviva plc Directors’ remuneration report continued
Corporate responsibility
Annual Report and Accounts 2009
Governance
Shareholder information
Financial statements IFRS
Financial statements MCEV
Other information
The Chairman and NEDs do not 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 2009 was £1.165 million. EDs are remunerated
under their service contracts and receive no additional fee for serving as directors.
NED fees payable from 1 April 2009 are set out in Table 16 below.
Table 16: NED fees from 1 April 2009
Chairman £495,000
Board membership fee £63,000
Additional fees are paid as follows:
Senior independent director £20,000
Committee Chairman
– Audit £35,000 (inclusive of committee membership fee)
– Corporate Responsibility £10,000 (inclusive of committee membership fee)
– Remuneration £20,000 (inclusive of committee membership fee)
– Risk and Regulatory £20,000 (inclusive of committee membership fee)
Committee Membership
– Audit
– Corporate Responsibility
– Nomination
– Remuneration
– Risk and Regulatory
£10,000
£5,000
£5,000
£10,000
£5,000
Governance
Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office during
normal hours of business, and at the place of the Company’s Annual General Meeting from 10.45am on Wednesday 28 April 2010
until the close of the meeting.
Directors’ remuneration in 2009
Table 17 below sets out the remuneration paid or payable to the directors in respect of the year to 31 December 2009. This section
(Directors’ remuneration in 2009) and those sections headed “EDs’ pension arrangements” and “Share incentive plans” along with
their associated footnotes have been subject to audit.
Table 17: Directors’ Remuneration in 2009
Basic salary/fees Bonuses1 ACAP Benefits2 Total
2009 2008 2009 2008 2009 2008 2009 2008 2009 2008
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Chairman
Lord Sharman 495 490 — — — — — 15 495 505
Executive directors
Andrew Moss 925 914 1,029 752 463 463 74 91 2,491 2,220
Philip Scott 600 593 578 488 — — 34 35 1,212 1,116
Mark Hodges 520 463 503 532 260 208 66 99 1,349 1,302
Andrea Moneta3 629 — 756 — 82 — 142 — 1,609 —
Non-executive directors
Nikesh Arora 44 69 — — — — — — 44 69
Wim Dik 24 95 — — — — — — 24 95
Mary Francis 103 99 — — — — — — 103 99
Richard Goeltz 98 94 — — — — — — 98 94
Euleen Goh 78 — — — — — — — 78 —
Carole Piwnica 83 87 — — — — — — 83 87
Leslie Van de Walle 45 — — — — — — — 45 —
Russell Walls 108 107 — — — — — — 108 107
Scott Wheway 88 77 — — — — — — 88 77
Total emoluments of directors 3,840 3,088 2,866 1,772 805 671 316 240 7,827 5,771
Notes
1. Bonuses show the value at the date of award inclusive of the two-thirds of bonus which Aviva requires its EDs to defer into Aviva shares for three years.
2. “Benefits”. All the EDs received life assurance benefits during the year that relate to the cost incurred by the Company of insuring the directors’ life and relevant spouses’ benefits which, had the
director died during the year, could not have been wholly paid by the pension scheme and would therefore have been met by the Company had the insurance not been in place. The disclosure
also includes the cost of private medical insurance and, where appropriate, accompanied travel, accommodation and car benefits. All the numbers disclosed include the tax charged on the
benefits. No directors received an expense allowance during the year.
3. Figures shown for Mr Moneta have been converted from Euro to Pound Sterling at the average exchange rate for 2009 of €1.12297 : £1.00. Further details of Mr Moneta’s benefits are
contained in table 5. The grossed element for schooling and housing as outlined in table 5 will be delivered in 2010.
4. For the purposes of the disclosure required by Schedule 5 to the Companies Act 2006, the total aggregate emoluments of the directors in respect of 2009 was £6.7 million
(2008: £5.2 million) .
5. No compensation payment for loss of office was made to any director, or former director, during the year.
6. Annual bonuses are one-third paid in cash and two-thirds deferred into shares for three years.