Governance committee

The Board strongly believes that good governance and strong, responsible, balanced leadership by the Board are critical to creating long-term shareholder value and business success. The committee’s role is to assist the Board in shaping the culture and ethical values of the Group through overseeing and advising on conduct, reputation, community, people and financial crime matters. The committee comprises independent Non-Executive Directors.


* Chairman from 1 January 2017

Membership and Attendance in 2015

Member Number of meetings attended Percentage attendance1
Scott Wheway (Chairman)
7 100%
Michael Mire 7 100%
Sir Adrian Montague2 3 100%
Belen Romana Garcia 3 100%
Sir Malcom Williamson
4 100%

1. This shows the percentage of meetings which the Committee member attended during the year whilst a member of the Committee.
2. Sir Adrian Montague stepped down as a member of the Committee on 14 May 2015

The following officers normally attend, by invitation, all meetings of the committee:

  • Group Chairman
  • Group Chief Executive Officer

Other members of senior management attended meetings by invitation, where appropriate, or to present reports.


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
  • Set the Group’s conduct and financial crime risk appetites and oversee the Group’s profile against them
  • Oversee the brand and reputation of the Group, ensuring that reputational risk is consistent with the risk appetite approved by the Board and the creation of long term shareholder value
  • Review employee talent management and development programmes ensuring they take into account diversity, including gender
  • 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.

Read the full Governance Committee Terms of Reference March 17.pdf  (PDF 53.2 KB)  for the committee.


Activities during 2015

A summary of the Committee’s activities during 2015 is shown below, full details can be found in the Committee’s report in the 2015 Annual report and accounts  (PDF 5.3 MB) .

  • The Committee received reports on conduct risk management at each meeting to enable it to monitor compliance with regulatory standards and to ensure good customer outcomes
  • Under the Group-wide framework for the consistent management and reporting of conduct risk, different business units were invited to attend meetings to discuss their progress in ensuring good customer outcomes. In 2015 this included the UK life, UK & Ireland general insurance, Aviva Investors, Aviva Canada, Aviva France, Aviva Poland and Aviva Turkey
  • Reports detailing ongoing and possible reputational risks and brand and franchise risks were considered by the Committee. These also included any media or public policy issues
  • The Committee received regular updates on the customer outcome metrics relating to sales, retention, claims experience and complaints
  • The Committee received reports from management during the year on the Aviva Community Fund, the Group’s low carbon investment strategy, the Group’s health and safety compliance and the Group’s Human Rights Policy
  • CR strategy and particularly the link to the brand strategy were regularly reviewed during the year
  • The Committee reviewed and approved the Aviva Investors’ Voting Policy and Stewardship Statement
  • For the 2015 reporting year, independent assurance on the Group’s CR reporting was provided by PricewaterhouseCoopers
  • The Committee received regular updates from the Group Company Secretary on governance matters, legal and litigation risks which had the potential to impact the reputation of the Group and reviewed and approved changes to the composition of the material subsidiary boards. The Committee oversaw the development of the Subsidiary Governance Principles
  • Other matters reviewed included reviewing and monitoring the Group’s compliance with the UK Corporate Governance Code and other areas of regulation and guidance; monitoring the integration of the Friends Life business with regard to governance issues; subsidiary board and committee effectiveness review outcomes and associated actions; and the governance oversight framework for the UK Digital business and specifically its application to the Financial Conduct Authority to act as a regulated intermediary
  • Monitored certain Major Control Improvement Topics – data governance/protection, fraud management and conduct risk
  • The Committee has continued to monitor progress regarding embedding Aviva’s values and the engagement of employees and has considered regular reports on talent development and the Group’s diversity and inclusion strategy. In monitoring employee engagement the Committee reviewed the results of the annual Voice of Aviva survey prior to discussion at the Board
  • Approved the Business Ethics code
  • Received regular regulatory updates from the Group Compliance Officer
  • The Committee was responsible for oversight of the Group’s relationship and interaction with the Financial Conduct Authority and has monitored preparations to implement the Senior Insurance Managers’ Regime
  • Reviewed regular reports on the Group’s financial crime prevention procedures and controls and any associated actions and the effectiveness of the anti-bribery controls.