Aviva 2009 Annual Report Download - page 86

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Aviva plc Directors’ report continued
Annual Report and Accounts 2009
Substantial shareholdings
As at 3 March 2010, in accordance with the provisions of the
Disclosure and Transparency Rules of the Financial Services
Authority, the Company had received the following notifications
relating to the holding percentage of the total voting rights
attaching to the issued ordinary share capital of the Company;
Legal & General Group plc held 4.24%; Axa S.A held 3.86%
and BlackRock, Inc. held 5.09%. The Company also received a
notification from Barclays plc that following the sale of its
Barclays Global Investors subsidiary it ceased to hold any
ordinary shares in the Company.
Directors
The following persons served as directors of the Company
during the year:
Nikesh Arora (resigned 5 August 2009)
Wim Dik (retired 29 April 2009)
Mary Francis
Richard Karl Goeltz
Euleen Goh (appointed 1 January 2009)
Mark Hodges
Andrea Moneta (appointed 29 September 2009)
Andrew Moss
Carole Piwnica
Philip Scott (retired 26 January 2010)
Lord Sharman of Redlynch
Leslie Van de Walle (appointed 6 May 2009)
Russell Walls
Scott Wheway
The biographical details of the persons currently serving as
directors appear on pages 80 to 81.
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, the
Chairman, and Scott Wheway, a non-executive director, will
retire and, being eligible, will offer themselves for re-election.
Andrew Moss, the Group Chief Executive will also retire and
offer himself for re-election. Leslie Van de Walle, Andrea
Moneta, Michael Hawker and Patrick Regan will offer
themselves for election by shareholders at this year’s Annual
General Meeting being the first such meeting after their
appointment to the Board. Leslie Van de Walle and Michael
Hawker are non-executive directors and were appointed to the
Board on 6 May 2009 and 1 January 2010 respectively. Andrea
Moneta and Patrick Regan are executive directors and have
service contracts with a Group company, details of which can be
found in the Directors’ Remuneration Report. Wim Dik retired
from the Board at last year’s Annual General Meeting in line
with the Board’s plans to renew and refresh its composition,
while Philip Scott retired from the board on 26 January 2010
following a 36 year career with the Group, which began with
Norwich Union.
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 234 of the Companies Act
2006. 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.
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
Performance Review on pages 9 to 66 and an indication of the
exposure of the Group companies to such risks is contained in
note 56 to the consolidated financial statements.
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 Health and Safety Policy the Group
Chief Executive is accountable for health and safety.
Charitable donations
The Company has continued to support community initiatives
and charitable causes worldwide in line with our strategy which
focuses on education, financial literacy and life trauma. The
total Group commitment, including cash support and employee
time during the year was £8.0 million
(2008: £9.6 million) .
In 2009, the Group’s community investment in the UK
totalled £4.4 million
(2008: £5.6 million) of which over £1.3
million
(2008: £2.2 million) was given in the form of donations
and time to charitable organisations. In late 2009 the Company
launched a new global five-year community initiative – Street to
School. Aviva’s Street to School programmes will focus on
partnerships that enable and encourage street children back
into education and training programmes. The vision for this new
global commitment is summarised in the Company’s mission
statement for this project initiative: “We recognise that every
child living or working on the street has a right to fulfil their
potential. Together, we will champion the needs of street
children in the communities in which we live and work.” The
Company also continues its global partnership with the Oxfam
365 Alliance which ensures that Oxfam can maintain a state of
constant preparedness, enabling them to respond immediately
to emergencies wherever they occur in the world. The Company
promotes a strong volunteering policy and employees are
entitled to up to three days annually to support volunteering
activities. The Company allocates a part of its budget to
matching contributions to charitable causes raised by staff and
for providing financial support to charities and communities
where members of staff give a personal commitment in terms
of their time.