Aviva 2009 Annual Report Download - page 95

93
Performance review
Aviva plc
Corporate responsibility
Nomination committee report
Annual Report and Accounts 2009
Governance
Shareholder information
Financial statements IFRS
Financial statements MCEV
Other information
This report provides details of the role of the Nomination
Committee and the work it has undertaken during the year.
The main purpose of the Committee is to assist the Board
by keeping the composition of the Board under review and
conducting a rigorous and transparent process when making
or renewing appointments of directors to the Board. It also
advises the Board on issues of directors’ conflicts of interest and
independence. The full terms of reference for the Committee
can be found on the Company’s website, www.aviva.com, and
are also available from the Group Company Secretary.
The following directors served on the Committee during
the year:
Period
Member From To
Lord Sharman (Chairman) 25 January 2006 To date
Nikesh Arora 29 July 2008 5 August 2009
Mary Francis
Richard Goeltz
2 December 2009
29 July 2008
To date
To date
Andrew Moss* 12 July 2007 To date
Russell Walls 23 January 2007 To date
* The Nomination Committee notes that the Combined Code does not preclude the Group
Chief Executive from membership of the Committee and the Committee believes that his
input is essential and invaluable in its discussions and therefore important that this is obtained
through his membership of the Committee. Any concern about this will be allayed by the
predominant membership of independent non-executive directors on the Committee.
The Committee met on six occasions in 2009 and the members’
attendance record is set out in the Corporate Governance report
on page 88. Nikesh Arora ceased to be a member of the
Committee on 5 August 2009 following his resignation from
the Board due to his relocation to the US. The Group Company
Secretary acts as the secretary to the Committee.
The Committee keeps under review the balance of skills
on the Board and the knowledge, experience, length of service
and performance of the directors. It also reviews their external
interests with a view to identifying any actual, perceived or
potential conflicts of interests, including the time available to
commit to their duties to the Company. The Committee
monitors the independence of each non-executive director and
makes recommendations concerning such to the Board. The
results of these reviews are important when the Board considers
succession planning and the re-election of directors. Members
of the Committee take no part in any discussions concerning
their own circumstances. During 2009 the Committee reviewed
the senior management pool to identify potential Executive
Committee members.
During the year, the Board accepted the Committee’s
recommendations that Andrea Moneta, Patrick Regan, Michael
Hawker and Leslie Van de Walle join the Board. Andrea Moneta
and Patrick Regan were appointed as executive directors of the
Board, with Patrick Regan replacing Philip Scott as Chief
Financial Officer and Andrea Moneta’s appointment increasing
the number of executive directors to four. Leslie Van de Walle
was appointed as a new non-executive director from 6 May
2009 and Michael Hawker’s appointment as a non-executive
director took effect from 1 January 2010. In respect of Mr Van
de Walle’s and Mr Hawker’s appointments, the Committee
engaged a search agency to help it identify suitable candidates
with the skills and capabilities required and to assist with the
preparation of an interview list.
In line with the Combined Code requirement, the Board
undertook a review of the effectiveness of all its committees
during the year, including the Nomination Committee.
This report was reviewed and approved by the Board on
3 March 2010.
Lord Sharman of Redlynch
Chairman, Nomination Committee
Governance