Remuneration Committee

02 May 2019

Assisting the Board with remuneration.

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)¹Michael Mire (appointed 14 May 2015)
Claudia Arney (appointed 01 June 2016)
Glyn Barker (appointed 10 May 2017)

_{¹ Chairman from 19 February 2014}

Membership and Attendance in 2018

Member	Number of meetings attended	Percentage attendance*
Patricia Cross (chairman)	7	100%
Claudia Arney	6	86%
Michael Mire	7	100%
Glyn Barker	6	86%

_{* 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

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 Aviva Leadership Team 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 Aviva Leadership Team 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 2018