Roles

The Board is responsible to shareholders for promoting the long term success of Aviva and, in particular, for setting the Group's strategic aims, monitoring management's performance against those strategic aims, setting the Group's risk appetite, ensuring the Group is adequately resourced and ensuring that effective controls are in place. The Board also sets the values and supports the culture of the Group.

The specific duties of the Board are clearly set out in its terms of reference which address a wide range of corporate governance matters and lists those items that are specifically reserved for decision by the Board. Matters requiring Board approval include:

• Group strategy and business plans
• Financial reporting and controls, capital structure and dividend policy
• Group risk appetite and framework
• Remuneration policy
• Significant transactions and expenditure
• Corporate governance issues (e.g. appointment and removal of the Group Company Secretary and Chief Risk Officer (CRO), Board and committee succession planning and the constitution of Board committees)

The Board's terms of reference also set out those matters that must be reported to the Board, such as senior leadership changes, significant litigation or material regulatory breaches, and explain how matters that arise between scheduled meetings should be dealt with.

The Chair is responsible for:

• the leadership of the Board and the management of Board meetings
• through the Nomination Committee, for maintaining an appropriate balance on the Board as regards the numbers of executive and non-executive directors and their skills, knowledge, experience and diversity
• ensuring that all relevant issues are on the Board agenda, that directors receive all appropriate documentation in a timely manner, are enabled and encouraged to play their full part in relevant discussions and debate and that the executive directors are both supported and challenged
• effective communication with the Company's shareholders
• through Board committees, ensuring that the executive team is adequately resourced and that there are succession plans in place for the executive directors
• ensuring that the Group CEO is working to clear objectives and his and the Board’s performance is effectively monitored
• ensuring that all directors receive appropriate induction and training.

The principal duties of the Senior Independent Director are to:

• provide a sounding board for the Chair and serve as an intermediary to the other directors where necessary
• be available to shareholders should they have any concerns that the normal channel of approaching the Chair, Group CEO, or Chief Financial Officer has failed to resolve or where such contact would not be appropriate
• chair meetings of the directors in the absence of the Chair
• lead discussions on the performance and commitment of the Chair
• attend meetings with major shareholders to listen to their views so as to develop a balanced understanding of any issues and concerns which they may have.

The Group CEO has overall accountability for the:

• development and execution of the Group's overall strategy in line with the policies and objectives agreed by the Board
• the operational effectiveness and profitability of the Group
• the leadership of the Group through the executive directors and senior management team
• the compliance by the Group with legal, regulatory, corporate governance, social, ethical and environmental principles.

Non-executive directors are expected to exercise their independence of judgement, and the knowledge and experience gained outside the Company by:

• challenging constructively on issues presented to them or for which they are responsible under these terms of reference or otherwise, and contributing to the development of the Group’s strategy
• scrutinising the performance of Management in meeting agreed goals and objectives and monitoring the reporting of performance
• satisfying themselves that financial controls and systems of risk management are robust and defensible and that on that basis they may rely on the accuracy of financial information presented to them
• determining appropriate levels for remuneration of executive directors, having a prime role in succession planning for them, and maintaining oversight of, and where necessary, removal of other members of senior management
• ensuring a satisfactory dialogue with shareholders on strategy, remuneration policy and other relevant matters, and receive reports on the views of shareholders
• participate in appropriate induction and training sessions designed to enhance knowledge of the Company’s business and financial industry awareness.