UK Corporate Governance Code
As a UK Premium Listed company, Aviva’s governance framework is based on the 2018 UK Corporate Governance Code (the Code). The Code is publicly available at www.frc.org.uk. The Board can confirm that the Company was compliant with the Code.
Aviva has complied with the 2018 UK Corporate Governance Code (the Code) throughout the year. Details of our compliance with the Code, during the preceding year, are set out in the How we are Governed (PDF 162KB) section 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
- Nine 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.
You can read our Board of Directors' profiles.
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 How we are Governed (PDF 162KB) section of our 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.
The committees are Audit, Customer and sustainability committee, Nomination and Governance, Risk and Remuneration.
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, Equity 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, Equity 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, Equity 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 Committee report 2022 Annual Report and Accounts (PDF 127KB).
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
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.
Our risk governance
Our risk governance.
Articles of association
Articles of association.