Corporate Governance 33
Board committees
The following board committees met during 2012:
l the Group Audit Committee;
l the Group Risk Committee;
l the Investment Committee;
l the Remuneration and Nominations Committee;
l the With-Profits Committee.
The terms of reference for the board committees are reviewed each year and published on our website.
They can be viewed at LV.com/board-committees
Board and committee membership and attendance in 2012
Liverpool Victoria Audit Risk Investment Remuneration With-Profits
Friendly Society Committee Committee Committee & Nominations Committee
Board Committee
Meetings in the year 11 5 4 4 5 5
Dennis Holt 10/10 n/a 4/4 n/a 5/5 n/a
Mark Austen 9/10 5/5 4/4 4/4 1/1* n/a
Ian Reynolds 9/9 4/4 3/3 n/a 3/4 4/4
John Edwards 10/10 n/a 4/4 3/4 n/a n/a
Cath Keers 7/10 n/a n/a n/a 5/5 4/5
Caroline Burton 10/10 5/5 n/a 4/4 n/a n/a
Mike Rogers 10/10 n/a n/a 4/4 1/1* n/a
Philip Moore 11/11 n/a n/a 4/4 n/a n/a
John O’Roarke 10/10 n/a n/a n/a n/a n/a
Richard Rowney 11/11 n/a n/a 4/4 n/a n/a
James Dean 5/6 2/2 1/2 n/a n/a n/a
n/a: Not applicable
*Meeting to discuss Nomination Committee business only.
Statements and Reviews
Audit Committee l Discharge its responsibilities in respect of
The Audit Committee is made up of: external financial reporting;
l James Dean (chairman from October 2012) l Ensure the independence of the group’s external
l Mark Austen auditor;
l Caroline Burton. l Monitor the appropriateness and adequacy of
Ian Reynolds chaired the committee until he stood the plans and resourcing of the internal audit
Our Businesses
down in October 2012. function; and
l Engage independent counsel and other advisers
The Audit Committee meets at least five times a year as it deems necessary to carry out its duties.
with other attendees including, but not limited to:
l the chief executive; During 2012 the Audit Committee discharged its
l the group financial director; responsibilities by:
l the internal audit director;
the chief risk officer; Internal controls
Risk Management
l
l the group financial controller; l Considering a number of reports on the group’s
l senior management in finance; and internal controls and risk management functions
l the external auditor (currently and identified key issues, initiating actions for
PricewaterhouseCoopers (PwC). these to be resolved;
l Conducted a full annual review of the
All the members of the committee are independent effectiveness of all material controls including
and bring significant and relevant skills and financial, operational and compliance controls
Corporate Governance
experience to the function of the committee. and risk management systems. The review’s
All members undertake induction training and aim was to assess the effectiveness of the
continuing professional development. James Dean, control environment and identify any areas for
in particular, as the chairman, has the requisite improvement; and
‘recent and relevant financial experience’, as l Reviewed the arrangements through which
recommended by the Annotated Code. employees can raise concerns about possible
irregularities relating to financial reporting or
The key objectives of the Audit Committee are to: other matters including reviewing all whistle
l Work alongside the Risk Committee, to keep the blowing reports.
Our Accounts
performance of LV=’s internal control systems
under review;