Remuneration committee
The committee is required to meet not less than three times each year, and at such other times as the chairman of the committee shall require.
Membership
- Scott Wheway (chairman) (appointed 5 December 2007)*
- Michael Hawker (appointed 1 June 2011)
- Gay Huey Evans (appointed 20 October 2011)
* Chairman from 1 January 2009
Attendance in 2011
| Member | Meetings eligible to attend | Meetings attended |
| Scott Wheway (chairman) | 10 | 10 |
|---|---|---|
| Mary Francis* | 7 | 5 |
| Michael Hawker** | 3 | 3 |
| Carole Piwnica*** | 9 | 8 |
| Leslie Van de Walle**** | 10 | 9 |
* Mary Francis was unable to attend meetings held on 19 January 2011 and 24 May 2011 due to prior commitments and these meetings being called at short notice. Mrs Francis stepped down as a member of the committee on 1 June 2011 and therefore was no longer a member of the committee when the last three meetings of 2011 were held.
** Michael Hawker attended all of the meetings held following his appointment to the committee on 1 June 2011.
*** Carole Piwnica was unable to attend the meeting held on 30 November 2011 due a prior commitment. Mrs Piwnica stepped down as a member of the committee on 1 December 2011 and therefore was no longer a member of the committee when the last meeting of 2011 was held.
**** Stepped down from the board and as a member of the remuneration committee with effect from 2 May 2012.
The following officers normally attend, by invitation, all meetings of the committee:
- Chairman (at the discretion of committee chairman)
- Group chief executive (except when his own remuneration is being discussed)
- Group human resources director.
Main duties
- Review and make recommendations to the board regarding the Group's broad policy on the total remuneration paid to the chairman, executive directors and senior management.
- Review and determine the terms of employment and remuneration packages of the executive directors and the executive committee members, including the component parts of the package.
- Review and determine the remuneration package of the chairman of the board.
- Approve any compensation packages or arrangements following the severance of any executive director's service contract.
- To strike an appropriate balance between (i) the fixed and variable components and (ii) the cash, equity and equity related components of the total remuneration package.
- To ensure the remuneration package is congruent with, and provides the incentives to realise, short and long-term goals and have regard to pay and conditions elsewhere within the Group.
- Recommend to the board, the establishment of any employee share plans, including material amendments to existing plans, which require the approval of the Company's shareholders.
- Exercise all powers of the board in relation to the operation of any share and incentive plans and the Group's SAYE Share Option Schemes. This is in addition other similar schemes under which options are granted over the Company's shares.
- Select, appoint and determine terms of reference for independent remuneration consultants to advise the committee on remuneration policy and levels of remuneration.
Read the full terms of reference for the committee.
Activities during 2011
- Approval of departure terms for executive director and approval of appointment terms for new executive directors.
- Reviewed and approved basic salaries and benefits in kind for executive directors and executive committee members.
- Considered and approved executive directors' and executive committee members' bonus awards for 2011 and approved share awards under the Annual Bonus Plan.
- Reviewed and approved Long Term Incentive Plan (LTIP) grants to the executive directors and executive committee members and approved the performance conditions for the 2011 grants.
- Performance test of subsisting LTIP and One Aviva Twice The Value Plan grants.
- Reviewed dilution limits.
- Approved 2010 Directors' Remuneration Report.
- Approved the award of Free Shares to UK and Irish employees under the applicable plans.
- Reviewed shareholding requirements for executive directors and executive committee members.
- Approved an invitation to UK and Irish employees to participate in the Savings Related Share Option Schemes (SAYE).
- Approved proposed 2012 financial, employee and customer targets for the operation of the ABP.
- Approved amendments to the rules of the Aviva AESOP.
- Approval of amendments to the Aviva Recruitment and Retention Share Award Plan.
- Approved amendments to the committee's Terms of Reference.
- Approved the appointment of FIT Remuneration Consultants in place of AON Hewitt New Bridge Street.
