Aviva 2009 Annual Report Download - page 90

88
Aviva plc Corporate governance report continued
Annual Report and Accounts 2009
review during 2009. Details of the directors standing for re-
election at this year’s Annual General Meeting are set out in the
Notice of Meeting. Biographical details of all the directors are
set out on pages 80 to 81.
The Chairman and Group Chief Executive
The respective roles of the Chairman and Group Chief Executive
are set out in the Board’s terms of reference. The Chairman’s
priority is the leadership of the Board and the Group Chief
Executive’s priority is the management of the Company. The
Chairman’s commitment to the Company is two to three days
per week and his main interests outside the Company are set
out in his biographical details on page 80.
Senior Independent Director
Under the Combined Code the Board appoints one of the non-
executive directors to act as Senior Independent Director. The
main responsibility of the Senior Independent Director is to be
available to shareholders should they have concerns that they
have been unable to resolve through normal channels, or when
such channels would be inappropriate. The Senior Independent
Director is also responsible for leading the Board’s discussion on
the Chairman’s performance and the appointment of a new
chairman, when appropriate. Richard Goeltz has served as the
Senior Independent Director since January 2009.
Board effectiveness
The effectiveness of the Board is vital to the success of the
Group and the Company undertakes a rigorous evaluation
each year in order to assess how well the Board, its committees,
the directors and the Chairman are performing. The aim is to
improve the effectiveness of the Board and its committees and
the Group’s performance. The process is led by the Chairman
and supported by the Group Company Secretary. This year the
evaluation was carried out by Boardroom Review, an
independent consultancy, and interviews were conducted with
each Board member. All directors also completed a
questionnaire evaluating the Board and committees’ processes,
their effectiveness and where improvements may be considered.
Boardroom Review prepared a report based on the interviews
with the directors and the questionnaire circulated and the
overall results of the evaluation were presented to and reviewed
by the Board in January 2010.
The performance of the Chairman is also included in the
above process and takes into account the views of both the
executive and non-executive directors. The Chairman’s
evaluation is managed by the Senior Independent Director who
provides feedback to the Chairman. As part of the Chairman’s
evaluation the non-executive directors meet separately under
the chairmanship of the Senior Independent Director. The Board
evaluation process assesses the executive directors in their
capacities as directors of the Company. They are evaluated in
respect of their executive duties through a separate process
whereby the Chairman and the non-executive directors assess
the Group Chief Executive and the Group Chief Executive
assesses the executive directors.
Following this comprehensive review, the directors have
concluded that the Board and its committees operate effectively
and have agreed actions in respect of certain processes
identified for improvement. Additionally, the Chairman has
concluded that each director contributes effectively and
demonstrates full commitment to his/her duties.
Training and development
The Board believes strongly in the development of all its
employees and directors and it is a requirement of each
director’s appointment that they commit to continue their
development. The form that this development takes is subject
to individual director’s requirements and the quality and
relevance of the training available.
During the year, directors attended a number of internal
and external courses including an update on the macro-
economic outlook at a Board strategy session, and seminars on
life accounting and Solvency II for members of the Audit and
Risk and Regulatory Committees. New members of the
Corporate Responsibility Committee had an induction on the
Company’s Corporate Responsibility Programme and two
members of the Committee participated in a Climate Change
forum in Hong Kong. Training sessions have also been built into
the Board’s and committees’ work plans for 2010. The Board
made visits to the Group’s businesses located in the UK,
Singapore, Korea and China during the year to gain a closer
understanding of their operations.
The Board has a comprehensive induction programme
consisting of several separate sessions which take place over
a number of months at times convenient for the director.
The sessions include presentations from key members of senior
management, visits to the Group’s main operating businesses,
and meetings with the external auditor and one of the
Company’s corporate brokers. Further or follow-up meetings
are arranged where a director requires a deeper understanding
on a particular issue.
Directors’ attendance
The Company requires directors to attend all meetings of the
Board and the committees on which they serve and to devote
sufficient time to the Company in order to perform their duties.
The attendance of the directors at the Board and committee
meetings held in 2009 was as follows:
Board and Board committee attendance 2009
Corporate Risk and
Audit Responsibility Nomination Regulatory Remuneration
Board Committee Committee Committee Committee Committee
Number of meetings held* 15 9 4 6 6 8
Mary Francis# 13 9 — — 6 8
Richard Goeltz 15 9 — 6 — —
Euleen Goh 15 9 3 — — —
Mark Hodges 14 — — — — —
Andrea Moneta (appointed
29 September 2009)
4 — — — — —
Andrew Moss 14 — 3 6 — —
Carole Piwnica 13 — 4 — — 7
Lord Sharman 15 — 4 6 — —
Leslie Van de Walle
(appointed 6 May 2009)† 7 — — — 2 1
Russell Walls 14 9 — 6 6 —
Scott Wheway 12 — 3 — — 8
Former directors
Nikesh Arora (resigned
5 August 2009) 4 — — 1 2 —
Wim Dik (retired 29 April
2009) 5 — 1 — 2 —
Philip Scott (retired 26
January 2010)
13 — — — — —
* There were 11 scheduled Board meetings during 2009 and four additional meetings.
— Indicates not a member of that committee.
# Became a member of the Nomination Committee on 2 December 2009.
† Became a member of the Risk and Regulatory Committee and the Remuneration Committee
on 24 September 2009.