Governance Committee

Shaping the culture and ethical values of the Group

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.

Claudia Arney (chairman) (appointed 01 June 2016)1
Belén Romana García (appointed 26 June 2015)
Michael Mire (appointed 12 September 2013)
Glyn Barker (appointed 10 May 2017)
Keith Williams (appointed 01 August 2016)

1 Chairman from 1 January 2017

Membership and Attendance in 2016

Member Number of meetings attended Percentage attendance*
Claudia Arney (Chairman)
Michael Mire
Keith Williams
Belen Romana Garcia
Sir Malcolm Williamson 6 100%
Scott Wheway
* This shows the percentage of meetings which the Committee member attended during the year whilst a member of the Committee.

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 2016

A summary of the Committee’s activities during 2016 is shown below, full details can be found in the Committee’s report in the 2016 Annual report and accounts.

  • Constructively challenged reports on conduct risk management at each meeting to monitor compliance with regulatory standards
  • Several BU chief executive officers attended meetings and presented to assist the Committee in overseeing the embedding of the conduct risk framework across the Group. This included Aviva UK Life, UK General Insurance, UK Health, Aviva India, Aviva Asia, Aviva Ireland and Aviva Investors
  • Received and considered reports detailing on-going and possible reputational, brand and franchise risks, including media and public policy issues
  • Significant focus was given to the customer agenda and regular updates were received and progress monitored on customer metrics relating to sales, retention, claims experience and complaints
  • Continued to provide guidance and direction on the corporate responsibility agenda and monitored compliance with the Group’s CR strategy
  • Monitored external developments and monitored the Group’s mandatory reporting requirements
  • Received reports from management during the year on the Aviva Community Fund and the Group’s health and safety compliance
  • Reviewed and approved the Aviva Investors’ Voting Policy and Stewardship Statement
  • Considered 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
  • Reviewed and where appropriate approved changes to the composition of the material subsidiary boards
  • Reviewed the progress of embedding Aviva’s values and the wider cultural agenda
  • Regularly reviewed regulatory updates from the Group Compliance Director
  • Reviewed and constructively challenged management’s view of emerging and potential financial crime risks and any actions required in response