Imperial Chemical Industries (ICI)

The Non-Executive Directors (NEDs) have a particular responsibility to challenge constructively the strategy proposed by the Chief Executive and Executive Directors; to scrutinise and challenge performance; to assess risk and the integrity of financial information and controls; and to ensure appropriate remuneration and succession planning arrangements are in place in relation to Executive Directors and other senior executive roles. Each NED continues to demonstrate that he or she has sufficient time to devote to the Company’s business.

Lord Butler, the Senior Independent Director, leads any Board discussions impacting on the Chairman (from which the latter absents himself), in particular in relation to performance and succession. He is also available to the Chairman as a source of advice on matters affecting the operation of the Board generally.

Currently, the Board comprises eleven Directors: the Chairman, Mr P B Ellwood; the Chief Executive, Dr J D G McAdam; four Executive Directors and five independent NEDs, including the Senior Independent Director. Biographical details of the Directors are set out on pages 31 to 33. These individuals demonstrate a range of business, financial and global experience and expertise from a variety of commercial sectors and public life, which is vital to the successful direction of a multi-national company. The Board is balanced, both numerically and in experience, so that no individual or small group of individuals can dominate the Board’s decision making.

The Board has assessed the independence of the NEDs against the criteria set out in the Combined Code and the New York Stock Exchange corporate governance rules, save that in the case of the latter, the Board has not sought to enquire into the interests of Directors’ family members other than their spouse. On this basis, the Board has concluded that all the NEDs are independent in character and judgement. On the same basis, Mr Ellwood was also independent when appointed Chairman.

In 2005, Mr Ellwood became a Non-Executive Director of the US Company, First Data Corporation, Inc., but is not otherwise a director of any other company, and his agreement with ICI prohibits him from becoming chairman of another company without ICI’s consent. He does perform a number of pro-bono roles, but these commitments did not change materially in 2005 and the Board remains satisfied that they are not such as to interfere with the performance of his duties as Chairman of ICI, which are based around a commitment of approximately 150 days per annum.

One Director was appointed in 2005.

Following the death of Mr Scott, Mr Brown was appointed Chief Financial Officer on 14 November 2005, after an externally facilitated search. He brings considerable depth of commercial and international experience to the Board, which is described more fully on page 31.

All Directors are subject to re-election by shareholders at least every three years. Subject to satisfactory performance, NEDs are normally expected to serve two three-year terms, commencing with the first Annual General Meeting after the date of their appointment and they have no entitlement to compensation (except in relation to fees and expenses due at the date of termination) if the appointment terminates prior to the end of the three-year term for any reason. There may be circumstances where NEDs are invited to remain on the Board after the expiry of their second three-year term for a further period of up to three years. Any such invitation will be subject to the Director in question standing for annual re-election by shareholders.