Aviva 2009 Annual Report Download - page 94

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Aviva plc Corporate governance report continued
Annual Report and Accounts 2009
Combined Code, the Chairman and non-executive directors
must meet separately to assess the executive directors.
Committees
Under NYSE standards, US companies are required to have a
nominating/corporate governance committee. In addition to
identifying individuals qualified to become Board members, this
committee must develop and recommend to the Board a set of
corporate governance principles. The Company’s Nomination
Committee’s terms of reference do not require the Committee
to develop and recommend corporate governance principles for
the Company.
Code of Business Conduct and Ethics
NYSE listing standards require US companies to adopt and
disclose a code of business conduct and ethics for directors,
officers and employees, and promptly disclose any waivers of
the code for directors or executive officers. While the Company
does not strictly follow this NYSE standard applicable to US
companies, it is committed to ensuring that its business is
conducted in all respects according to rigorous ethical,
professional and legal standards. The Company has adopted
a Business Ethics Code to which all employees are bound and
a Code of Ethics for Senior Management to comply with the
Sarbanes-Oxley Act 2002.
Shareholder Approval of Equity-Compensation Plans
Under the NYSE listing standards, shareholders must be given
the opportunity to vote on all equity-compensation plans and
“material revisions” to those plans. Under the Combined Code,
shareholder approval is also necessary for certain equity-
compensation plans and “significant changes” thereto, subject
to certain exceptions. The Combined Code does not provide a
detailed definition or explanation of what are considered to be
“significant changes”, in contrast to the detailed definition of
“material revisions” provided by the NYSE.
Directors’ responsibilities
The directors are required to prepare accounts for each
accounting period that comply with the relevant provisions of
the Companies Act 2006 and International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU), and
which present fairly the financial position, financial performance
and cash flows of the Company and the Group at the end of
the accounting period. A fair presentation of the financial
statements in accordance with IFRS requires the directors to:
— select suitable accounting policies and verify that they are
applied consistently in preparing the accounts, on a going
concern basis unless it is inappropriate to presume that
the Company and the Group will continue in business;
— present information, including accounting policies, in a
manner that is relevant, reliable, comparable and
understandable;
— provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the Company and the Group’s
financial position and financial performance; and
— state that the Company and the Group have complied with
applicable IFRS, subject to any material departures disclosed
and explained in the financial statements.
The directors are responsible for maintaining proper accounting
records, which are intended to disclose with reasonable
accuracy, at any time, the financial position of the Company
and the Group. They are also ultimately responsible for the
systems of internal control maintained by the Group for
safeguarding the assets of the Company and the Group and for
the prevention and detection of fraud and other irregularities.
Further details of the systems of internal controls maintained by
the Group are more fully described on pages 89 and 90.
Directors’ responsibility statement pursuant to the
Disclosure and Transparency Rule 4
The directors confirm that, to the best of each person’s
knowledge:
(a) the Group and Company financial statements in this report,
which have been prepared in accordance with IFRS as
adopted by the EU, International Financial Reporting
Interpretations Committee’s interpretation and those parts of
the Companies Act 2006 applicable to companies reporting
under IFRS, give a true and fair view of the assets, liabilities,
financial position and results of the Company and of the
Group taken as a whole; and
(b) the Directors’ report includes a fair review of the
development and performance of the business and the
position of the Company and the Group taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
By order of the Board
Andrew Moss Patrick Regan
Group Chief Executive Chief Financial Officer
3 March 2010
Going concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and position are
set out in the Overview on pages 2 to 8 and the Performance
Review on pages 9 to 66. The Performance Review includes
sections on Group Performance (pages 10 to 56), Capital
Management (pages 61 to 63) and Risk Management (pages 56
to 59. In addition, the financial pages include notes on the
Group’s borrowings (note 48); its contingent liabilities and other
risk factors (note 51); its capital structure and position (notes 54
and 55); management of its risks including market, credit and
liquidity risk (note 56); and derivative financial instruments
(note 57).
The Group has considerable financial resources together
with a diversified business model, with a spread of business and
geographical reach. As a consequence, the directors believe that
the Group is well placed to manage its business risks
successfully.
After making enquiries, the directors have a reasonable
expectation that the Company and the Group as a whole have
adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the financial statements.