Aviva 2009 Annual Report Download - page 93

91
Performance review
Aviva plc Corporate governance report continued
Corporate responsibility
Annual Report and Accounts 2009
Governance
Shareholder information
Financial statements IFRS
Financial statements MCEV
Other information
meet with the Senior Independent Director through the Group
Company Secretary. Similarly, arrangements can be made for
major investors to meet with newly appointed directors. In
addition, the Board consults with shareholders in connection
with specific issues where it considers appropriate.
The Board is equally interested in the concerns of private
shareholders and, on its behalf, the Group Company Secretary
oversees communication with this group of investors. The
Company has provided a dedicated email address to which
questions can be sent, in addition to the facility on the
Company’s website and a freepost address, which are all
highlighted in the shareholder information section of the Notice
of Meeting. These can be used by shareholders to put relevant
questions to the directors. These are considered to be
particularly helpful for those shareholders who are unable to
attend the meeting. Written responses are provided through a
brochure containing answers to the most frequently asked
questions, which is also placed on the Company’s website,
www.aviva.com/agm. All material information reported to the
regulatory news service is simultaneously published on the
Company’s website, affording all shareholders full access to
Company announcements.
The Company has taken full advantage of the provisions
within the Companies Act 2006 allowing communications to
be made electronically to shareholders where they have not
requested hard copy documentation. As a result, the Company’s
website has become the primary method of communication for
the majority of its shareholders. Details of the information
available for shareholders on the website can be found in
shareholder information on pages 323 to 324 and the
Shareholder Services section of the website at
www.aviva.com/investor-relations.
The Company’s Annual General Meeting provides a
valuable opportunity for the Board to communicate with private
shareholders. At the meeting, the Company complies with the
Combined Code as it relates to voting, the separation of
resolutions and the attendance of Board committee chairmen.
Whenever possible, all directors attend the Annual General
Meeting and shareholders are invited to ask questions during
the meeting and have an opportunity to meet with the directors
following the conclusion of the formal part of the meeting.
The Company will also ensure that it continues to provide
shareholders with the right to ask questions at meetings, which
will ensure compliance with the recently enacted Companies
(Shareholders’ Rights) Regulations 2009. In line with the
Combined Code, details of proxy voting by shareholders,
including votes withheld, are made available on request and are
placed on the Company’s website following the meeting.
The Company’s annual report and accounts and annual
review, together with the Company’s half-year report, interim
management statements, 20F document (for filings with the
United States Securities and Exchange Commission) (SEC) and
other public announcements, are designed to present a
balanced and understandable view of the Group’s activities
and prospects and are available on the Company’s website,
www.aviva.com. The Chairman’s statement, Group Chief
Executive’s review, and Performance Review provide an
assessment of the Group’s affairs and they will be supported
by a presentation to be made at the Annual General Meeting.
Shareholder Tracing Programmes
During the year, the Company undertook three shareholder
tracing programmes in order to identify and locate shareholders
with unclaimed payments. The exercises were conducted by
professional tracing agencies on behalf of the Company and
two subsidiaries, General Accident plc and RAC plc. The
exercises, which were largely successful, related to shareholders
who have had dividend payments returned and unclaimed, and
dissentient shareholders who did not accept takeover offers
when the Company acquired the subsidiaries.
As at 31 December 2009 the response rate across all three
programmes ranged between 19% and 58%.
Aviva Investors
Aviva Investors, the Group’s core asset management company,
believes that good governance plays an important role in
protecting and enhancing shareholder value. In keeping with
the Group’s values, Aviva Investors looks to act as a responsible
investor, monitors the governance of the companies in which
it invests and seeks to maintain an effective dialogue and
engagement with companies on matters which may affect the
future performance of those companies.
Aviva Investors maintains a detailed Corporate Governance
and Voting Policy as part of its investment strategy, which
underpins its approach to engaging and voting at company
general meetings. The policy encompasses social, environmental
and ethical issues and is applied pragmatically after careful
consideration of all relevant information. In addition, Aviva
Investors makes detailed voting reports available to clients, as
well as providing some summary reporting on its website,
www.avivainvestors.com.
US Listing requirements
The Company was admitted to the NYSE on 20 October 2009
and its ordinary shares are traded as American Depositary
Shares. As a foreign company listed on the NYSE, the Company
is required to comply with the NYSE corporate governance rules
to the extent that these rules apply to foreign private issuers
such as the Company. As a foreign private issuer, the Company
is therefore required to comply with NYSE Rule 303A.11 by
making a disclosure of the differences between the Company’s
corporate governance practices and the NYSE corporate
governance rules applicable to US companies listed on the
NYSE. These differences are summarised below:
Independence criteria for directors
Under NYSE listing rules applicable to US companies,
independent directors must form the majority of the board of
directors. The Combined Code requires that at least half the
Board, excluding the Chairman, should comprise independent
non-executive directors, as determined by the Board. The NYSE
listing rules for US companies also state that a director cannot
qualify as independent unless the Board affirmatively determines
that the director has no material relationship with the company,
and the NYSE rules prescribe a list of specific factors and tests
that US companies must use for determining independence.
The Combined Code sets out its own criteria that may be
relevant to the independence determination, but permits the
Board to conclude affirmative independence notwithstanding
the existence of relationships or circumstances which may
appear relevant to its determination, so long as it shall state
its reasons.
Non-Executive Director Meetings
Pursuant to NYSE listing standards, the non-management
directors of each listed company must meet at regularly
scheduled executive sessions without management and, if that
group includes directors who are not independent, listed
companies should at least once a year schedule an executive
session including only independent directors. Under the
Governance