Remuneration committee

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 (Chair) (appointed 01 December 2013)¹Michael Mire (appointed 14 May 2015)
Patrick Flynn (appointed 15 June 2020)
Pippa Lambert (appointed 01 January 2021)

_{¹ Chair from 19 February 2014}

Membership and Attendance in 2019

Member	Number of meetings attended	Percentage attendance*
Patricia Cross (chair)	10	100%
Claudia Arney**	10	100%
Michael Mire	9	90%
Glyn Barker***	8	80%

_{* This shows the percentage of meetings which the committee member attended during the year whilst a member of the committee}

_{** Claudia Arney retired from the Committee on 31 December 2019}

_{*** Glyn Barker retired from the Committee on 31 December 2019}

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
Chief People Officer
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 Group Executive Committee 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.
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 Committee 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 plan.
Have 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 KB) for our Remuneration Committee.

Activities during 2019

A summary of the committee’s activities during 2019 is shown below, full details can be found in the committee’s report in the 2019 Annual Report and Accounts.

Engaged external advisors to advise on changes in the regulatory environment including the 2018 Code, and to benchmark the Company’s remuneration against industry best practice.
Considered and agreed the remuneration package for the departing Group CEO and associated regulatory disclosures.
Reviewed performance testing of all existing LTIP awards, and approved targets for the 2019 LTIP awards.
Approved vesting of the 2016 LTIP and noted the interim testing for 2017, 2018 and 2019 awards.