UK Corporate Governance Code
As a company with a premium listing on the London Stock Exchange, we are required by the UK Listing Authority to disclose our compliance with the UK Corporate Governance Code (the Code). We must also explain any non-compliance.
Aviva has complied with the 2018 UK Corporate Governance Code (the Code) throughout the year, other than for a short period with provision 12 of the Code, when there was a period between the appointment of Patrick Flynn as the new Senior Independent Director and when George Culmer became Chair. Details of our compliance with the Code, during the preceding year, are set out in the Directors and Corporate Governance section (PDF 162KB) of our Annual Report and Accounts.
Our directors are responsible to shareholders for:
- Making sure our company is appropriately managed and we achieve our objectives.
- Making sure we have an appropriate system of governance throughout our company.
Some matters fall outside our Board of Directors’ scope. Unless they are reserved for shareholder approval in a general meeting, the Board delegates them to our Group CEO, who then delegates responsibility for specific operations to members of the Group Executive Committee.
Composition of our Board
Our Board is made up of:
- The Chair
- Seven Independent Non-executive Directors
- The Group CEO
- The Chief Financial Officer.
We comply with the Code requirement that at least half of our Board, excluding the Chair, should be Independent Non-executive Directors. At present, all of our Non-Executive Directors are independent.
You can read our Board of Directors' profiles here.
Appointment and re-election of directors
We make appointments to our Board on the recommendation of the Nomination and Governance Committee, following a search undertaken by an executive selection agency and a series of interviews.
If we make an appointment to our Board between Annual General Meetings (AGMs), we will put the new director forward for election by the shareholders at our next AGM.
We put all our directors forward for re-election at our AGM, in compliance with the Code.
We undertake a rigorous evaluation of our Board, its committees, the directors and the Chair every year, to assess their performance. The Chair usually leads this process, supported by the Group Company Secretary.
At least once every three years, we ask an independent consultancy to carry out our evaluation. They interview each Board member.
We also review the effectiveness of our Board committees every year. You can read about our latest effectiveness review in the Directors' and Corporate Governance Report (PDF 162KB) (Board Evaluation) in our 2020 Annual Report and Accounts.
Our Board has five standing committees. Each has clear terms of reference, to ensure oversight of important policy issues outside the main Board meetings.
You can find out about our committees’ duties and activities, their composition and terms of reference on the Board committees section of the website.
Diversity and Inclusion
Our Board is committed to having a diverse and inclusive leadership team. We understand the richness that diversity brings in providing the range of perspectives, insights and challenge needed to support good decision making.
Our Board’s Diversity and Inclusion statement (PDF 37KB) supports our diverse and inclusive culture. It also supports the Nomination and Governance Committee in its approach to succession planning. The statement is in line with our overall values and Group Diversity and Inclusion strategy.
Our Remuneration Committee considers alignment between the Group’s strategy and the remuneration of its Senior Executives, including Executive Directors, to be critical.
We believe that Senior Executives should be appropriately rewarded on a market competitive basis for the delivery of stretching goals and should receive reduced rewards when the business performs poorly.
For more details please read our Remuneration report (PDF 450KB).
Induction and training
We give our directors a comprehensive, tailored induction programme when they join the Board, which includes:
- Sessions with senior management throughout the business over a number of months
- Presentations and discussions with our key members of senior management
- Visits to our Group's main operating businesses
- Meetings with the external auditor and our corporate brokers
Directors also commit to continue their personal development through attending relevant courses, seminars, workshops and lectures.
- We give all our new directors induction materials, including:
- Our current strategic and operational plan
- Recent Board and committee minutes and meeting packs
- Relevant policies, procedures and governance materials
Read more about our governance structure
Risk management framework
Rigorous and consistent risk management is embedded across the Group through our Risk Management Framework.
Risk management processes
Our risk management processes.
View our risk management processes
Our risk governance
Our risk governance.
Articles of association
Articles of association.