Aviva 2013 Annual Report Download - page 84

Aviva plc
Annual report and accounts 2013
82
Directors’ and Corporate governance report continued
Other statutory information
The directors submit their Annual report and accounts for
Aviva plc, together with the consolidated financial statements
of the Aviva group of companies, for the year ended
31 December 2013.
The Directors’ Report required under the Companies Act
2006 comprises this Directors’ and Corporate Governance
Report, the Directors’ Remuneration Report and the following
disclosures in the ‘Our wider impact’ section of the
Strategic report:
 Greenhouse gas emissions
 Health and safety practices
 Employment of disabled persons
 Employee involvement
The Management Report required under Disclosure and
Transparency Rule 4.1.5R comprises the Strategic report,
Shareholder Information (which includes the risks relating to
our business), and details of material acquisitions and disposals
made by the Group during the year in note 4.
Results
The Group’s results for the year are shown in the consolidated
income statement on page 124.
Dividends
The directors are recommending a final dividend of 9.4 pence
per ordinary share (2012: 9.00 pence), which, together with
the interim dividend of 5.6 pence per ordinary share paid on
15 November 2013 (2012: 10.00 pence), produces a total
dividend for the year of 15.0 pence per ordinary share (2012:
19.00 pence). The total cost of ordinary dividends paid in 2013
was £429 million (2012: £757 million). Subject to shareholder
approval at the 2014 AGM, the final dividend for 2013 will be
paid on 16 May 2014 to all holders of ordinary shares on the
Register of Members at the close of business on 4 April 2014
(approximately five business days later for holders of the
Company’s American Depositary Receipts).
Share capital and control
The issued ordinary share capital of the Company was increased
by 967,361 ordinary shares during the year which were
allotted under the Group’s employee share and incentive plans.
At 31 December 2013 the issued ordinary share capital totalled
2,946,939,622 shares of 25 pence each and the issued
preference share capital totalled 200,000,000 shares of £1
each. Accordingly, the issued and paid-up ordinary share capital
constituted 79% of the Company’s total issued share capital
and the issued preference share capital constituted 21% of the
Company’s total issued share capital at 31 December 2013. All
the Company’s shares in issue are fully paid up and the ordinary
and preference shares have a Premium and Standard listing
respectively on the London Stock Exchange. The Company is
listed on the New York Stock Exchange (NYSE) in the form of
American Depositary Shares, referenced to ordinary shares,
under a depositary agreement with Citibank. Details of the
Company’s share capital and shares under option at 31
December 2013 and shares issued during the year are given
in notes 31 to 34.
The rights and obligations attaching to the Company’s
ordinary shares and preference shares, together with the
powers of the Company’s directors, are set out in the
Company’s articles of association, copies of which can be
obtained from Companies House and the Company’s website at
www.aviva.com/investor-relations/corporate-governance/articles
-association, or by writing to the Group Company Secretary. The
powers of the Company’s directors are subject to relevant
legislation and, in certain circumstances (including in relation to
the issue or buying back by the Company of its shares), are
subject to authority being given to the directors by shareholders
in general meeting.
At the 2014 AGM, shareholders will be asked to renew the
directors’ authority to allot new securities. Details are contained
in the 2014 Notice of Annual General Meeting (Notice of AGM).
With the exception of restrictions on the transfer of ordinary
shares under the Company’s employee share incentive plans,
whilst the shares are subject to the rules of the plans, there are
no restrictions on the transfer rights attaching to the Company’s
ordinary shares or the transfer of securities in the Company.
Where, under an employee share incentive plan operated by
the Company, participants are the beneficial owners of shares
but not the registered owners, the voting rights are normally
exercised at the discretion of the participants. No person holds
securities in the Company carrying special rights with regard to
control of the Company. The Company is not aware of any
agreements between holders of securities that may result in
restrictions in the transfer of securities or voting rights.
There are a number of agreements that take effect, alter or
terminate upon a change of control of the Company, such as
commercial contracts and joint venture agreements. None are
considered to be significant in terms of their potential impact on
the business of the Group as a whole. All of the Company’s
employee share incentive plans contain provisions relating to a
change of control. Outstanding awards and options would
normally vest and become exercisable on a change of control,
subject to the satisfaction of any performance conditions and
pro rata reduction as may be applicable under the rules of the
employee share incentive plans.
Authority to purchase own shares
At the Company’s 2013 AGM, shareholders renewed the
Company’s authorities to make market purchases of up to 294
million ordinary shares, up to 100 million 8¾% preference
shares and up to 100 million 83/8% preference shares. These
authorities were not used during the year or up to the date of
this Report. At the 2014 AGM, shareholders will be asked to
renew these authorities for another year and the resolution will
once again propose a maximum aggregate number of ordinary
shares which the Company can purchase of less than 10% of
the issued ordinary share capital. Details are contained in the
Notice of AGM. The Company held no treasury shares during
the year or up to the date of this Report.
Major shareholdings
The table below shows the holdings of major shareholders in
the Company’s issued ordinary share capital in accordance with
the Disclosure and Transparency Rules as at 31 December 2013
and 4 March 2014.
Shareholding interest
At 31 December 2013 At 4 March 2014
Shareholder
Notified
holdin
g
s
Nature of
holdin
g
Notified
holdin
g
s
Nature of
holdin
g
BlackRock, Inc1 Above 5% Indirect Above 5% Indirect
Legal & General Group plc2 3.06% Direct 3.06% Direct
AXA S.A.1 3.86% Direct &
indirect
3.86% Direct &
indirect
The Capital Group
Companies Inc
3.06% Indirect 3.06% Indirect
1 Holding includes holdings of subsidiaries.
2 Interest held by Legal & General Assurance (Pensions Management) Ltd.