Aviva 2013 Annual Report Download - page 106

Aviva plc
Annual report and accounts 2013
104
Directors’ remuneration report continued
Consideration by the directors of matters relating to directors’ remuneration
The committee is responsible for reviewing and making recommendations to the Board regarding the remuneration policy of the
Group (the remuneration policy) and for reviewing compliance with the remuneration policy. At the 2014 AGM the remuneration
policy will be presented to shareholders for approval and thereafter will be subject to a shareholder vote at least every three years,
in accordance with the Companies Act 2006. Any change to the approved remuneration policy will only become effective if
approved by the shareholders at a general meeting. The committee is further responsible for monitoring the level and structure of
remuneration for the senior management of the Group.
Within the remuneration policy, the key responsibilities of the committee are to:
 make recommendations to the Board regarding the Group’s remuneration policy in respect of the Board Chairman, EDs,
members of the Group Executive and members of senior management, taking account of all legal and regulatory requirements
and provisions of best practice
 work with the Risk Committee to ensure that risk and risk appetite are properly considered in setting the remuneration policy
for the Group
 review and determine the remuneration of the Chairman of the Board and the terms of employment and remuneration of
individual EDs and Group Executive members, including any specific recruitment or severance terms
 review and recommend to management the level and structure of senior management remuneration
 approve the Aviva Investors' reward strategy, including any changes to the strategy and note the total bonus pool; receive
remuneration details of Aviva Investors' ’material’ employees; and approve any new share and incentive plans or any changes
to existing share and incentive plans
 recommend to the Board the establishment of any employee share plans; exercise all the Board’s powers in relation to the
operation of all share and incentive plans and the Group’s all employee share ownership plan
 select, appoint and determine terms of reference for independent remuneration consultants to advise the committee on
remuneration policy and levels of remuneration
 have regard to remuneration trends across the Group when setting remuneration policy for EDs
 ensure that remuneration arrangements for all employees are commensurate with promoting ethical behaviour
 ensure the effectiveness of the process for assessing the senior management group for talent and succession planning
purposes, ensuring appropriate reward for performance and a consistent approach to the development of talent throughout
the Group, working with the Governance and Nomination committees as necessary
 annually approve the list of Code Staff and any severance packages for Code Staff under the relevant regulatory remuneration
code and the remuneration for employees in control functions and those whose remuneration exceeds an agreed limit
 approve the Group remuneration business standard
 agree a policy for authorising expense claims for the CEO and Chairman.
The full terms of reference for the committee can be found on the Company’s website at www.aviva.com/terms-of-reference and
are also available from the Group Company Secretary.
Committee performance and effectiveness
The committee undertook an annual review of its performance and effectiveness which concluded that overall the committee was
effective in carrying out its duties. In addition to undertaking an annual programme of activities in 2013, the committee identified
a number of areas for increased focus in 2014. These included undertaking a Strategic Reward Review to re-assess the reward
structure of the Group.
Statement of voting at AGM
The result of the shareholder vote at the Company’s 2013 AGM in respect of the 2012 directors’ remuneration report is set out in
table 24 below.
Table 24: Result of the vote on the directors’ remuneration report at 2013 AGM
Votes Cast For A
g
ainst Votes withheld
2013 vote 1,605,225,273 88.29% 11.71% 19,812,203
The Remuneration Committee consulted extensively with institutional shareholders in the course of 2012/13 following the loss of
the directors’ remuneration vote in 2012 and implemented a number of changes to approach and policy as set out in our 2012
DRR. Following the result of the 2013 vote, the committee has continued its active engagement to understand and address any
remaining concerns. In particular, the committee has discussed with shareholders terms for the departure arrangements of
Mr Trevor Matthews and discussed our policies to gain comment and insight when reviewing and drafting our policy report.
That active engagement will continue.
Approval by the Board
This directors’ remuneration report was reviewed and approved by the Board on 5 March 2014.
Patricia Cross
Chairman, Remuneration Committee