Aviva 2013 Annual Report Download - page 83

Strategic report Governance IFRS Financial statements Other information
Aviva plc
Annual report and accounts 2013
81
Directors’ and Corporate governance report continued
Governance Committee – allocation of agenda time
35% Shareholder (Governance)
9% Regulatory and Government
11% Reputation
14% Customer
11% People
20% Community
Shareholder (Governance)
A review was initiated to strengthen the Group’s subsidiary
board framework. The aim of the review was to ensure the
implementation of best practice corporate governance
throughout the Group, being mindful of local laws, regulation
and customs. As part of the process, consideration was given to
whether the Company’s subsidiary boards were appropriately
resourced in terms of skills and capabilities and were balanced
in terms of diversity.
The committee also received copies of the board
effectiveness reviews undertaken by its subsidiaries and the
actions implemented as a result of these reviews.
In order to develop stronger ties between the subsidiary
boards and the Board, a programme of visits by committee
members to subsidiary board meetings was initiated. In
addition, and as part of the extension of its remit, the
committee is now responsible for overseeing the approval and
appointment of non-executive directors to material company
subsidiary boards.
The committee received a regular summary of the Group’s
legal issues and litigation which had the potential to impact the
reputation of the Group. Updates on corporate governance
developments were also provided and, where appropriate,
actions were considered and implemented.
To ensure independence, the Board entrusted the task of
overseeing the 2013 Board and committee effectiveness review
to the committee. Independent Board Evaluation was selected
as the external facilitator based on a shortlist of third party
candidates prepared by the Group Company Secretary.
Independent Board Evaluation have no other connection with
the Company. Further details of the evaluation is on pages 69
and 70.
Regulatory and Government
The committee reviewed regulatory developments and conduct
issues which had the potential to have a material impact on the
Group and the management responses and actions in response
to these. It also reviewed the relationships with the regulatory
authorities in the UK and in other jurisdictions where the Group
has a significant presence.
Reputation
The committee received regular reports concerning the
reputational risks affecting the Group. The committee
considered the potential reputational issues arising from the
Group’s conduct and franchise risks and discussed relevant
developments in the media and in the area of public policy
which could impact the Group.
Customer
Following the extension of its remit, the committee now has
oversight of the Group’s treatment of its customers and the
impact of it products on its customer base. The committee
received reports from the Group’s UK Life and General
Insurance businesses concerning customer and product issues
and initiated a programme of work to develop a greater insight
into product governance. The committee also received a report
which considered whether Group businesses had adequately
identified customer risks in their business plans and the
suitability of those plans to monitor those risks.
The committee reviewed and contributed to the
development of the Customer Thesis and received a regular
report on the Group’s key customer metrics relating to customer
retention, complaints, conduct and values.
People
The committee contributed to the development of the People
Thesis and to the work in relation to the Culture and Values
Programme which led to a new set of values being implemented
by management. Updates were provided to the committee on
compliance with the Business Ethics Code. The committee also
supported efforts to improve the percentage of women in
senior management positions and across the general UK
employee population and received a summary of the 2013
Employee Promise Survey results.
Community
The committee reviewed and approved the Group CR strategy
for 2014-2016 and monitored progress made by the Group’s
businesses against each of the CR non-financial metrics.
Updates were given on the Street to School programme and
health and safety within the Group.
Assurance
In respect of the 2013 reporting year, independent assurance
on the Group’s CR and related activities and reporting was
provided to the committee by PwC. Members of the committee
were interviewed as part of the external assurance process and
the subsequent report and management’s action plan were
reviewed by the committee to assist in strengthening and
setting the future direction of the CR programme.
Corporate Responsibility Report
The committee approved the Group’s CR non-financial metrics
that can be found in the Strategic Report and the Company’s
CR report that can be found at www.aviva.com/corporate-
responsibility/reports.
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. Further work will be
undertaken in 2014 to develop the work of the committee in view
of its expanded remit.