SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
the month of October, 2016
AVIVA PLC
(Translation
of registrant's name into English)
ST HELEN’S, 1 UNDERSHAFT
LONDON EC3P 3DQ
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F X Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No X
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82-
Via EDGAR and E-mail
Cecilia
Blye
Chief,
Office of Global Security Risk
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C 20549
USA
October
11, 2016
Re:
|
|
Aviva plcForm 20-F for Fiscal Year Ended December 31,
2015
Filed March 29, 2016
File No. 0-34486
|
Dear
Ms. Blye:
This
letter provides the responses of Aviva plc (“Aviva”)
and its subsidiaries (collectively with Aviva, the
“Company”) to the comments in your September 13, 2016
letter to Tom Stoddard, Chief Financial Officer, regarding the
Company’s Form 20-F for the fiscal year ended December 31,
2015 (the “Comment Letter”). The Staff’s comments
are included in italics, followed by the Company’s
responses.
1.
Documents on your website indicate
that you offer or have offered insurance coverage in Sudan and
Syria. You stated in your letter to us dated March 27, 2014 that
claims fulfilment under a number of travel insurance policies you
provided was outsourced to CEGA, and that CEGA paid out travel
claims on your behalf in Sudan and Syria.
As you know, Sudan and Syria are
designated by the U.S. Department of State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export
controls. Please describe to us the nature and extent of your past,
current, and anticipated contacts with Sudan and Syria since your
2014 letter to us, whether through subsidiaries, affiliates,
distributors, partners, customers, joint ventures or other direct
or indirect arrangements. You should describe any services,
products, information or technology you have
provided to Sudan or Syria, directly or
indirectly, and any agreements, commercial arrangements, or other
contacts you have had with the governments of those countries or
entities they control.
Similar to other multinational organizations, the Company issues
policies to many insureds around the world, which may themselves
engage in transactions with, may operate in or have other contacts
with, Sudan or Syria. The nature of insurance coverage that the
Company provides to third parties engaged in global commerce or
personal travel makes it difficult to quantify in the
Company’s insurance portfolios potential exposure from the
activities of such third parties in any given geographic region.
The goods, services or persons the Company insures may travel
around the world. Clients’ insurable risks, or portions of
them, may not be country-specific and may not be measurable on a
country-specific basis. Multinational organizations frequently
manage their insurance needs on a consolidated basis on behalf of
their subsidiaries and affiliates and policies for such
organizations often will have worldwide coverage, perhaps even
without reference to specifically identifiable
countries.
To the
extent that the global activities of third parties that conduct
business with the Company and the nature of insurance business, as
described, could be deemed to be considered indirect contacts with
Sudan or Syria, the Company’s systems and controls are
designed to prevent transactions by the Company that may violate
applicable economic sanctions laws. The Company requires its
businesses to comply with applicable financial crime laws and
regulations, including U.S. economic sanctions for Syria and Sudan.
Aviva requires its businesses to implement financial crime
prevention programmes designed to (1) comply with applicable laws
and (2) prevent, detect and report instances of suspected or known
violations of financial crime laws. The Company’s financial
crime standard (the “Aviva Financial Crime Standard”)
sets out minimum requirements for businesses’ financial crime
prevention programmes.
With
respect to sanctions, the Aviva Financial Crime Standard is as
follows: All new clients, employees, suppliers, agents, and any
other third party Aviva engages in business with, must be screened
against designated sanctions lists to comply with applicable laws
and/or inform a risk based decision whether to engage in business
with a client, business partner or other third party or in a
particular business transaction. Screening should take place at the
initiation of a business relationship and periodically thereafter
as sanctions programmes are updated. It is strictly prohibited to
engage in business with an individual, entity, government or regime
sanctioned by applicable law. Where an Aviva business relationship
is identified as a potential or confirmed match to a sanctions
list, the relevant Aviva financial crime team must be promptly
notified and a determination made (1) whether a report must be made
to a regulatory or other government entity; and (2) whether assets
must be frozen consistent with applicable law.
The
Company also operates a jurisdiction risk index which grades
countries based on a number of financial crime factors that are
external sourced. This includes consideration of countries where
sanctions are or have been imposed by the EU, United States, or
other jurisdictions. Both Syria and Sudan are subject to EU and
U.S. sanctions and are therefore graded as such that any potential
business opportunities require enhanced due diligence before
quoting for business.
Past, current and anticipated contacts with Sudan and
Syria
The
Company’s past contact with Sudan and Syria was set out in
the letter dated March 27, 2014.
The
Company has a number of strategic agreements with third parties,
including HSBC and Barclays, through which it provides travel
insurance and distributes the policies through a multiple corporate
partner model in the UK. The claims fulfilment under these policies
is outsourced to CEGA, a leading international claims and
assistance group which caters to this specialist area. From time to
time, insurance travel claims are raised by UK policyholders
arising from their travels in Sudan and Syria and are paid by CEGA
via a UK bank account (or due to urgent medical claim a sterling
cheque) to fulfil the insurance claim pay-out obligations to the UK
policyholder.
CEGA
paid out approximately £4,629 in aggregate in respect of
travel claims on behalf of the Company to UK policyholders in Sudan
in 2014 and 2015. There were no such payments made to UK
policyholders in Syria in this period.
The
Company’s relationship with CEGA has been vetted through the
Aviva Financial Crime Standard process and the Company does not
believe these amounts are material, such that a reasonable investor
would deem them important in making investment decisions and the
Company believes that they do not materially affect the
Company’s reputation or share value.
The
Company provides global marine insurance. In one instance, the
Company has provided insurance for cargo to a Guatemalan company,
which sells cardamom and pepper, and is also active in the
production of honey, where under a typical global policy, insurance
has been provided for cargo travelling to Sudan and Syria. Aviva
provide 20% of the cargo insurance, which ceases when the cargo
arrives in port. Aviva receives £14,600 annually for worldwide
marine cover in respect of this policy. No payments have been
made, and in the event of a claim payment would be to the
insured.
The
Company through the acquisition of Friends Life Group Ltd, has
inherited four life assurance policies where the three
policyholders are resident in Sudan and one where the policyholder
is a resident in Syria. The total current value of these policies
is £203,368, and only one policy continues to make
contributions (£15 per month).
Five
legacy UK life assurance policies have also been identified where
the individuals were either resident in the UK and subsequently
moved to Sudan (two instances), or purchased policies in Africa
(two in Sudan and one in Libya) between 1992 and 2003. The total
current value of these policies is £117,827. The policies are
paid up and the Company receives no further payments.
In the
future, the Company may continue to provide global insurance to
non-Sudanese and non-Syrian insureds, where a claim may arise in
Sudan or Syria due to the policyholder’s activity in those
countries (independent of the Company).
Except
as noted above due to the nature of insurance coverage related to
actions of third parties the Company does not reasonably foresee
the provision of any services, products, information or technology
to Sudan or Syria, or to our knowledge any agreements, commercial
arrangements, or other contacts with the governments of those
countries or entities controlled by their governments that are
targeted by U.S. sanctions.
2.
Please discuss the materiality of
the contacts with Sudan and Syria you describe in response to the
comment above, and whether those contacts constitute a material
investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar
amounts of any associated revenues, assets, and liabilities for the
last three fiscal years and the subsequent interim period. Also,
address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon a company’s reputation and share value. Various state
and municipal governments, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designated state
sponsors of terrorism. Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such
actions directed toward companies that have operations associated
with Sudan and Syria.
As
noted in the response to Comment 1 above, the Company has no assets
or liabilities or business operations in Sudan or Syria. The
Company does not anticipate initiating coverage to any new
policyholder or insured in Sudan or Syria.
As a
multinational organization, the Company has contacts with many
clients and business partners around the world. In some cases, as
noted above these third parties may engage in transactions with, or
may operate in Sudan or Syria. The Aviva Financial Crime Standard
is designed to prevent transactions by the Company that may violate
applicable trade sanctions laws, including U.S. economic sanctions
for Syria and Sudan. If the Company discovers a transaction or
claim that involves a sanctioned country or person, where
appropriate, the Company takes remedial action intended to comply
with applicable laws.
The
Company has considered the quantitative and qualitative aspects of
the limited contact related to Sudan and Syria through CEGA and the
policyholders who have moved location or assets, as outlined in the
response to Comment 1, and concluded that this is not material,
such that a reasonable investor would deem it important in making
investment decisions and does not materially affect the
Company’s reputation or share value. Our materiality analysis
considered the potential impact of the investor sentiment evidenced
by such actions directed towards companies that have operations
associated with Sudan and Syria. While a quantitative analysis of
all potential third party exposure in the Company’s insurance
portfolio for coverage offered to third parties through the
issuance of insurance contracts in any given geographic region is
not possible due to the fact that the coverages are not static and
depend on the business being conducted by the insureds, the Company
believes its indirect contacts with Sudan and Syria are
de minimis
to its overall
operations and financial results and the quantitative impact of
this contact relative to the Company’s consolidated revenue
is negligible and qualitatively the Aviva Financial Crime Standard
is designed to minimize the risk of non-compliance with applicable
rules and regulations and reputational risks and, therefore it does
not constitute a material investment risk to its securities
holders.
Aviva
acknowledges that:
●
the adequacy and
accuracy of the disclosure in the Form 20-F filing is the
responsibility of the Company;
●
staff comments or
changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
Form 20-F filing; and
●
the Company may not
assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of
the United States.
Should
you have any questions about the information provided in this
response, please do not hesitate to contact me via email at
neil.harrison@aviva.com, via telephone at +44 20 7662 8919 or at
the address listed above.
Sincerely,
/s/
Neil Harrison
Neil
Harrison
General
Counsel, Aviva Group & Asia
cc:
|
|
Tom
StoddardChief Financial Officer, Aviva plc
Kirsty
CooperGroup General Counsel & Company Secretary, Aviva
plc
Sarah
Maillet
Chief
Accounting Officer, Aviva plc
Joseph
D. Ferraro
Willkie
Farr & Gallagher (UK) LLP
Suzanne
Hayes
Assistant
Director, Division of Corporation Finance
Securities
and Exchange Commission
Mr.
Daniel Leslie
Staff
Attorney, Securities and Exchange Commission
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date
11 October 2016
|
AVIVA PLC
By: /s/ K.A. Cooper
K.A. Cooper
Group Company Secretary
|
Aviva Plc (NYSE:AVV.CL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Aviva Plc (NYSE:AVV.CL)
Historical Stock Chart
From Jul 2023 to Jul 2024