Remuneration Committee

The committee is required to meet not fewer than four times each year, and at such other times as required.

Patricia Cross (chairman) (appointed 01 December 2013)¹
Michael Mire (appointed 14 May 2015)
Claudia Arney (appointed 01 June 2016)
Glyn Barker (appointed 10 May 2017)

_{¹ Chairman from 19 February 2014}

_{* 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 (except for any part of a Committee meeting at which their own remuneration is being discussed):

• Group Chairman
• Group Chief Executive Officer
• Group Human Resources Director
• Advisors to the Committee.
  

Other members of senior management are also invited to attend as appropriate, to present reports.

Reports and disclosures

• Section 430(2B) Companies Act 2006 Statement - Mark Wilson (9 October 2018)
• Remuneration Committee report  (including Directors' Remuneration Policy) from our 2017 Annual Report and Accounts 
• FCA Remuneration Code (Capital Requirements Directive IV) Disclosure for Aviva Wrap UK Limited and Aviva Investment Solutions UK Ltd for the 2017 Performance Year (01/01/2017 – 31/12/2017) (PDF 317KB)

Committee role and responsibilities

• Make recommendations to the Board regarding the Group's remuneration policy in respect of the Board Chairman, Executive Directors (EDs), members of the Group Executive and members of senior management.
• Work with the Risk Committee to ensure that risk and risk appetite are properly considered in setting the remuneration policy.
• Work with the Risk Committee to ensure that risk and risk appetite are properly considered in setting the remuneration policy.
• Obtain information about remuneration in other companies and, in this regard, select, appoint and determine the terms of reference for independent remuneration consultants, to advise on remuneration policy and levels of remuneration.
• Review and determine the remuneration of the Chairman of the Board and the terms of employment and remuneration of individual EDs and Group Executive members, including any specific recruitment or severance terms.
• Review and recommend to management the level and structure of senior management remuneration.
• Approve the Aviva Investors' reward strategy, including any changes to the strategy.
• Recommend to the Board the establishment of any employee share plans; exercise all the Board's powers in relation to the operation of all share and incentive plans and the Group's Savings Related Share Option Scheme (SAYE) and all employee share ownership planHave regard to remuneration trends across the Group when setting remuneration policy for EDs.
• Ensure that remuneration arrangements for all employees are commensurate with promoting ethical behaviour.
• Approve the list of Code Staff and any severance packages for Code Staff under the relevant regulatory remuneration code and the remuneration for employees in control functions and those whose remuneration exceeds an agreed limit.
• Monitor and recommend to management the level and structure of remuneration for senior management and, other than in respect of Board members, approve exceptional remuneration activity for employees outside agreed policy.

Read the full terms of reference (PDF 64.2 KB) for our Remuneration Committee.

Activities during 2017

A summary of the committee’s activities during 2017 is shown below, full details can be found in the committee’s report in the 2017 Annual Report and Accounts.

• Engaged external advisors to advise on changes in the regulatory environment and developments in the UK corporate governance framework, and to benchmark the company’s remuneration policies and practices against industry best practice.
• Reviewed performance testing of all existing LTIP awards, and approved targets for the 2017 LTIP awards.
• Discussed 2018 LTIP targets.
• Approved vesting of the 2014 LTIP and noted the interim testing for 2015 and 2016 awards.
• Using external advisors reviewed and benchmarked Group CEO remuneration in relation to his performance in 2016 and against both a FTSE 50 and a financial services peer group.
• Reviewed and approved the individual remuneration for each member of the GE for 2017 in relation to their performance against personal targets.