Aviva 2013 Annual Report Download - page 82

Aviva plc
Annual report and accounts 2013
80
Directors’ and Corporate governance report continued
development of the Group’s Systemic Risk Management Plan
and the plans to meet the potential capital requirements.
Fraud and financial crime
The committee reviewed compliance with controls against
financial malpractice including fraud, and the arrangements for
employees to report in confidence any concerns about lack of
probity (whistleblowing). It oversaw the roll out of a financial
crime plan and an upgraded system to screen for sanctions and
politically exposed persons.
Asset portfolio review
Throughout the year the committee has carried out a review
of the Group’s asset and investment portfolio to gain a more
detailed understanding of the Group’s asset portfolio and how
the investment decision process worked in the context of the
RMF, asset allocation framework and relevant risk policies.
Personnel and remuneration policy
During the year, the committee approved the CRCO’s objectives
for 2013 and reviewed his performance against 2012 objectives.
The committee also assessed senior management’s performance
against the agreed common risk objective and considered the
appropriateness of the risk metrics when setting senior
management remuneration policy.
Internal controls
Working with the Audit Committee, the committee monitored
the adequacy of the RMF. Throughout the year, the Group’s
Internal Audit function continued to provide the committee with
independent and objective reports on the appropriateness,
effectiveness and sustainability of the Company’s system of
internal controls. Key control issues reported by Internal Audit to
management and to the committee members were monitored
on a quarterly basis until the related risk exposures had been
properly mitigated.
More detail on the management of risk is contained in
note 58.
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 its agreed annual programme of
activities, the committee agreed that its priorities for 2014
should be to maintain the Group’s capital and liquidity position
consistent with an AA rating; grow the Group’s economic
capital surplus; monitor economic trends and emerging risks;
monitor compliance with increased regulation; improve asset
diversity and asset performance oversight and discussion; and
implement Solvency II.
Governance Committee report
This Report provides details of the role of the Governance
Committee (formerly known as the Corporate Responsibility
Committee) and the work it has undertaken during the year.
Committee role and responsibilities
The key responsibilities of the committee are to:
 take a leadership role in shaping the corporate governance
principles, culture and ethical values of the Group in line
with the Group’s strategic priorities
 oversee the brand and reputation of the Group
 ensure that reputational risk is consistent with the risk
appetite approved by the Board and the creation of long
term shareholder value
 oversee the Group’s conduct with customers, including the
regulatory requirements relating to treating customers fairly
and offering of products and services that are fit for purpose
and meet customer needs
 oversee the Group’s conduct in relation to its corporate and
societal obligations, including setting the guidance, direction
and policies for the Group’s customer and corporate
responsibility (CR) agenda and related activities and advising
the Board and management on these matters
The Governance Committee has evolved from the Corporate
Responsibility Committee during the year and revised terms of
reference were adopted in December 2013 to reflect its
expanded remit. 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 membership and attendance
The committee comprises independent NEDs only. The table
below shows the committee members during the year and their
attendance at committee meetings.
Membership and attendance
Committee member
Number of meetings
attended Percenta
g
e attendance1
Gay Huey Evans (Chairman) 6 100%
Michael Mire2 1 100%
Sir Adrian Montague3 4 100%
Scott Wheway 6 100%
1 This shows the percentage of meetings which the committee member attended during the year whilst a
member of the committee.
2 Michael Mire joined the committee on 12 September 2013.
3 Sir Adrian Montague joined the committee on 6 March 2013.
The committee met on six occasions in 2013. The Group
Company Secretary or her nominee acts as the secretary to
the committee.
The Chairman of the Board attended all meetings of the
committee and the Group Corporate Responsibility Director, the
Group HR Director, the Chief Marketing and Communications
Officer and other members of senior management also
attended meetings by invitation. The chairman of the committee
reported to subsequent meetings of the Board on the
committee’s work and the Board received a copy of the agenda
and the minutes of each meeting of the committee.
Committee activities during 2013
Whilst they are not mutually exclusive, the following categories
have been developed for the committee meeting agendas to
ensure that sufficient coverage is given to each element of the
committee’s remit: Shareholder (Governance); Regulatory and
Government; Reputation; Customer; People and Community.
The following chart shows how the committee allocated its
time during 2013, with key activities set out below: