ICI » Topics » Appointment

This excerpt taken from the ICI 20-F filed Mar 31, 2006.

Appointment

The Company’s Memorandum and Articles provide for a board of directors, consisting of at least five but not more than 25 directors, which is responsible for managing the Company’s business and affairs. The Company may from time to time by shareholder resolution increase the maximum number of directors beyond 25.

Directors may be elected by the shareholders in a general meeting, or appointed by the board of directors.

These excerpts taken from the ICI 20-F filed Apr 1, 2005.

Appointment

1. The Appointment will be for an indefinite term subject to the Company’s Articles of Association (a copy of which has been provided to you) and any necessary resolution of shareholders. You will be required to stand for re-election as a director at the first Annual General Meeting following your appointment.
   
2. Notwithstanding the other provisions of this letter, the Appointment may be terminated or vacated in accordance with the Company’s Articles of Association or the Companies Act 1985, or upon your resignation. Upon such termination, vacation or resignation for any reason, you shall not be entitled to any damages for loss of office and no fee will be payable to you in respect of any unexpired portion of the term of the Appointment.
   
3. If you cease to be employed by any Group Company, you will immediately submit your resignation as a director of the Company to the Board who will, having regard to the best interests of the Company, promptly determine whether or not your resignation is accepted.
   
   
  Imperial Chemical Industries PLC
Registered in England No. 218019
Registered office
20 Manchester Square
London W1U 3AN

 


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Appointment

2.     The Appointment will commence on the Effective Date and is subject to re-election to the Board at the first Annual General Meeting after joining the Board.
 
3.     Your engagement as a Non-Executive Director will be for an initial period of three years. Current practice in ICI is that Non-Executive Directors are normally expected to serve two three year terms (starting on the date of their election at the first Annual General Meeting after joining the Board). However, you acknowledge that you have no entitlement to compensation (except in relation to fees due at the date of termination) if the Appointment terminates prior to the end of the three year term for any reason.
   
 

Imperial Chemical Industries PLC
Registered in England No. 218019
Registered office
20 Manchester Square
London W1U 3AN

 


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4.     If, for any reason other than on the expiry of your term of engagement, you resign as a Non-Executive Director or do not seek re-election as a director of the Company, you will set out your reasons for resigning in writing, addressed to the Chairman.
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