Aviva 2013 Annual Report Download - page 74

Aviva plc
Annual report and accounts 2013
72
Directors’ and Corporate governance report continued
Aviva plc Board
Management
Committees
Disclosure
Committee
Asset Liability
Committee
(ALCO)
Operational Risk
& Reputation
Committee (ORRC)
Audit
Committee
Risk
Committee
Remuneration
Committee
Nomination
Committee
Governance
Committee
Board
Committees
Further details on procedures for the management of risk
operated by the Group are given in note 58.
Effectiveness of controls
To support an assessment of the effectiveness of the Group’s
governance, internal control and risk management
requirements, the Chief Executive Officer of each business unit
is required to certify that:
 There are sound risk management and internal control
systems that are effective and fit for purpose in place across
the business
 Material existing or emerging risks within the business have
been identified and assessed and the business operates in
a manner which conforms to the minimum requirements
outlined in Group risk policies and business standards
The Chief Risk Officer of each business unit must certify that:
 The Risk function has reviewed and challenged the process
supporting the business unit Chief Executive Officer’s
certification, and is satisfied that it can provide reasonable
assurance of the material accuracy and completeness of the
business unit Chief Executive Officer’s assessment
 No material gaps exist in the RMF, as it applies to the
business unit
Any material risks not previously identified, control weaknesses
or non-compliance with the Group’s risk policies and business
standards or local delegations of authority, must be highlighted
as part of this process. This is then supplemented by
investigations carried out at Group level and ultimately a Group
CEO and CRCO certification for Aviva plc.
The effectiveness assessment also draws on the regular cycle
of assurance activity carried out during the year. The results of
the certification process and details of any significant failings or
weaknesses are reported to the Audit Committee and the Board
annually to enable them to carry out an effectiveness assessment.
The Audit Committee, working closely with the Risk
Committee, on behalf of the Board, last carried out a full review
of the effectiveness of the systems of internal control and risk
management in March 2014, covering all material controls,
including financial, operational and compliance controls and the
RMF and processes. The necessary actions have been or are
being taken to remedy any significant failings and weaknesses
identified from these reviews.
Communication with shareholders
The Company places considerable importance on
communication with shareholders and engages with them on
a wide range of issues.
The directors have an ongoing dialogue and a programme
of meetings with institutional investors, fund managers and
analysts which are managed by the Company’s investor
relations function. At these meetings a wide range of issues are
discussed including strategy, financial performance,
management, remuneration and governance, within the
constraints of information already made public, to understand
any issues of concern to investors. Shareholders views are
regularly shared with the Board through the Group CEO and
CFO’s reports and the Company’s corporate brokers also
periodically brief the Board on investor views.
During the year, the Chairman and the Senior Independent
Director met with the Company’s major institutional investors.
In addition, the Senior Independent Director was available to
meet with major investors to discuss any areas of concern that
could not be resolved through normal channels of investor
communication. In 2013 the Board, through the then
Remuneration Committee chairman, consulted with institutional
investors on executive remuneration, particularly on the
proposed remuneration policy being put to shareholders for
approval at the 2014 Annual General Meeting (AGM).
The AGM also provides a valuable opportunity for the Board
to communicate with private shareholders. All serving directors
attended the 2013 AGM except Bob Stein, who had a prior
commitment on the date that arose before he joined the Board.
There is a dedicated email address which shareholders can use
to ask questions on the business of the AGM at
[email protected]. The dedicated email address is
included in the shareholder information section of the Notice of
AGM. A presentation on the Group’s performance is given at
the AGM and is made available on the Company’s website after
the meeting at www.aviva.com/agm. Whenever possible, all
directors attend the AGM and shareholders are invited to ask
questions related to the business of the meeting at the AGM
and have an opportunity to meet with the directors following
the conclusion of the meeting.