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ICI » Topics » Annual General Meeting

This excerpt taken from the ICI 6-K filed Mar 21, 2007.
Annual General Meeting
The Annual General Meeting will be held on Wednesday 23 May 2007 at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1. The Notice of Meeting, together with an explanation of the business to be dealt with at the Meeting, is set out in the separate letter from the Chairman accompanying this Annual Report and Accounts.

On behalf of the Board Registered Office
  20 Manchester Square
  London W1U 3AN
Company Secretary  
   
22 February 2007 Registered number: 218019

 

44 ICI Annual Report and Accounts 2006 www.ici.com

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Board of Directors, governance and remuneration     
 

Remuneration report

 

These excerpts taken from the ICI 6-K filed Mar 16, 2005.
Annual General Meeting
I am pleased to send you the Notice of this year’s Annual General Meeting of Shareholders which will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Wednesday, 25 May 2005 at 11:00 am.

I thought it would be helpful to explain the background to Resolutions 2, 5, 11, 12, 13 and 14 set out in the Notice, which begins on page 4.

Resolution 2: Approval of the Remuneration Report
As a listed company, ICI is required to submit its Directors’ Remuneration Report for Shareholder approval.

The Board considers that executive remuneration plays a vital role in supporting the achievement of the Company’s overall performance objectives. Accordingly, and in compliance with the legislation, Shareholders will be invited to approve the Directors’ Remuneration Report.

A comprehensive statement of remuneration policy and specific details of individual Directors’ remuneration is set out in the Directors’ Remuneration Report on pages 43 to 54 of the Report and Accounts. A summary is set out in the Annual Review on pages 18 and 19.

Resolution 5: Re-election of Lord Butler
Resolution 5 provides for the re-election of Lord Butler. All Directors are subject to re-election by Shareholders at least every three years. Subject to satisfactory performance, Non-Executive Directors are normally expected to serve two three-year terms commencing with the first Annual General Meeting after the date of their appointment.

On this basis, Lord Butler would ordinarily step down from the Board at the end of the Annual General Meeting in 2005. Given the number of changes on the Board over the past two years, however, including a change in both the Chairman and Chief Executive, the Board, for continuity reasons, has asked Lord Butler to stay on as Senior Independent Director for a further period. In accordance with the policy set out on page 37 of the Report and Accounts, this will be subject to his standing for annual re-election by Shareholders.

Resolution 11: Adoption of New Articles of Association
Resolution 11 provides for the adoption of new Articles of Association. Since the Company adopted its existing Articles in 1995, there have been changes in applicable law and practice. In view of this, the Directors consider that it is appropriate to update the Articles and a summary of the main proposed changes is set out in Appendix I to this letter. In addition to the changes proposed, the transition to International Financial Reporting Standards (“IFRS”) may necessitate amendments to the Company’s borrowing limits in the Articles. The Directors, however, have decided not to propose any amendments to these provisions at present but to keep this under review as the impact of IFRS becomes clearer.

Resolution 12: Share Capital – Authority to allot shares
Resolution 12 is to provide for the Directors to continue to have authority to allot unissued shares in the capital of the Company with a total nominal value of up to £208,761,785 which represents approximately 18% of the issued share capital of the Company. This authority is intended to last until the Annual General Meeting in 2006, it being the intention to renew it at that and each subsequent Annual General Meeting.

The Directors have no present intention to issue any shares under the authority being sought except in connection with the Company’s employee share schemes.

1 ICI ANNUAL GENERAL MEETING

Resolution 13: Share Capital – Disapplication of pre-emption rights
Resolution 13 will only be proposed if Resolution 12 is passed. Resolution 13 would, as in previous years, renew the Directors’ power to allot shares of up to a total nominal value of £59,561,911 (representing 5% of the issued share capital of the Company) for cash without having to offer them to Shareholders in proportion to their existing holdings. It would also empower the Directors to issue shares in connection with a rights issue and take certain practical steps to facilitate such an issue.

Resolution 14: Purchase of own shares by the Company
This Resolution would renew the authority for the Company to purchase its shares in the market up to a limit of 10% of the issued Ordinary Shares in the period up to the Annual General Meeting in 2006. The minimum and maximum prices are set out in the Resolution. The Directors would only exercise this authority if they were satisfied that a purchase would result in an increase in expected Earnings Per Share and would be in the interests of Shareholders generally. Any shares purchased under this authority would be cancelled. The Board does not intend that any such shares will be held as treasury shares.

There are outstanding options to subscribe for a total of 16,335,165 shares in the Company. That number of shares represents 1.37% of the Company’s existing issued share capital. If the Company were to exercise in full the authority to purchase its own shares which is proposed in Resolution 14, the 16,335,165 shares for which there are outstanding options to subscribe would represent 1.52% of the Company’s existing issued share capital as reduced by those purchases.

Re-election of Directors
Biographical details of those Directors who are proposed for election or re-election appear in Appendix II on pages 8 and 9 of this document. I hope you will find these helpful.

Form of Proxy
It would be very much appreciated if you would complete and return the enclosed form of proxy to the Company’s Registrar as soon as possible and, in any event, not later than 11:00 am on Monday, 23 May 2005. The return of the proxy form will not prevent you from attending the Annual General Meeting and voting in person if you wish to do so.

Voting Procedure
Continuing the voting procedure adopted for Shareholder meetings held since 2002, the Resolutions will be put to a poll rather than a show of hands at this Annual General Meeting. As the adoption of resolutions at general meetings of the Company is important, we wish to make sure that there is an accurate record of the votes cast by all Shareholders, and that the vote is not restricted to those Shareholders who are able to attend the Meeting.

The Company has a large number of Shareholders, the majority of whom are not able to attend the Annual General Meeting. The Board feels strongly that a poll vote gives fairer weight to the views of all Shareholders and that a broad representation of views is essential to ensure maximum involvement on the part of all Shareholders in the Company’s decision-making process.

Electronic proxy appointment through CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. For further information on appointing proxies through CREST, please refer to page 6 of this circular.

ICI ANNUAL GENERAL MEETING 2

Questions at the Annual General Meeting
As is usual at the Annual General Meeting, I shall be inviting questions from Shareholders present at the Meeting. It would be helpful to have a note of the details of the proposed questions in advance, although this is not obligatory. Questions may be sent by post to the Company Secretariat at ICI’s Registered Office or by electronic mail to cosec@ici.com. Shareholders who attend the Meeting may also leave a written question in the box which will be available at the Meeting, if they prefer. We will send individual replies to these questions after the Meeting.

Recommendation
The Directors consider all these Resolutions to be in the best interests of the Shareholders as a whole and unanimously recommend that you vote in favour of them, as the Directors shall in relation to their own shareholdings.

Yours sincerely

Annual General Meeting
The Notice of Annual General Meeting to be held on Wednesday 25 May 2005 is contained in a separate letter from the Chairman accompanying this Annual Report and Accounts.

On behalf of the Board

EXCERPTS ON THIS PAGE:

6-K
Mar 21, 2007
6-K (2 sections)
Mar 16, 2005

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