ICI » Topics » Board effectiveness

These excerpts taken from the ICI 6-K filed Mar 21, 2007.
Board effectiveness
All new Directors receive a formal induction tailored to their particular needs which includes, as appropriate, visits to key locations and meetings with senior executives. Throughout their period in office, Directors are continually updated on the Group’s business and the competitive and regulatory environment in which it operates. Directors are advised on appointment of their legal and other duties and obligations as a Director of a listed company and are periodically updated on these as part of their continuing professional development.

All Directors, including the Chairman, receive a formal performance evaluation to which all other members of the Board have an opportunity to contribute.

The NEDs meet twice a year with the Chairman and Chief Executive. These discussions include evaluation of Board and individual Director performance and succession plans.

In 2006, a review took place of the effectiveness of the Board and its principal Committees. The Directors were asked to complete questionnaires and to provide comments on Board and Committee procedures and effectiveness. The results of the evaluations were reviewed by the Chairman and the Company Secretary, prior to being presented to the Board as a whole. The collective view of Directors was that the Board and its committees were operating effectively.

Board effectiveness
Induction and continuing development
On appointment all new Directors receive a formal induction, tailored to their particular needs, which includes, as appropriate, visits to key locations and meetings with senior executives. Throughout their period in office, Directors are continually updated on the Group’s business and the competitive and regulatory environment in which it operates. Directors are advised on appointment of their legal and other duties and obligations as a director of a listed company and are periodically updated on these as part of their continuing development.

Evaluation
All Directors, including the Chairman, receive a formal performance evaluation to which all other members of the Board have an opportunity to contribute. The reviews are led as indicated below.

Board Member Review led by:
Chairman Senior Independent Director
   
Senior Independent Director/other
Non-Executive Directors
Chairman
   
Chief Executive Chairman
   
Executive Directors Chief Executive

The NEDs meet twice a year with the Chairman and Chief Executive. These discussions include evaluation of Board and individual Director performance and succession plans. The Chief Executive and Chairman each absent themselves when their own performance is being assessed. Discussions are led by the Chairman (except in relation to his own performance and succession when the Senior Independent Director takes the chair) and feedback is provided.

In addition, in 2006, a review took place of the effectiveness of the Board and its principal Committees. The Directors were asked to complete questionnaires and to provide comments on Board and Committee procedures and effectiveness. The results of the evaluations were reviewed by the Chairman and the Company Secretary, prior to being presented to the Board as a whole. The collective view of Directors was that the Board and its Committees were operating effectively.


 

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   Board of Directors, governance and remuneration
 

This excerpt taken from the ICI 6-K filed Mar 14, 2006.
Board effectiveness
On appointment, all new Directors receive a formal induction tailored to their particular needs which includes, as appropriate, visits to key locations and meetings with senior executives. Throughout their period in office, Directors are continually updated on the Group’s business and the competitive and regulatory environment in which it operates. Directors are advised on appointment of their legal and other duties and obligations as a Director of a listed company and are periodically updated on these as part of their continuing development.

All Directors, including the Chairman, receive a formal performance evaluation to which all other members of the Board have an opportunity to contribute.

The NEDs meet twice a year with the Chairman and Chief Executive. These discussions include evaluation of Board and individual Director performance and succession plans.

In 2005, a comprehensive review took place of the effectiveness of the Board and its principal Committees. The Directors were asked to complete questionnaires and to provide comments on Board and Committee procedures and effectiveness. The results of the evaluations were reviewed by the Chairman and the Company Secretary, prior to being presented to the Board as a whole. The collective view of Directors was that the Board was operating effectively.

This excerpt taken from the ICI 6-K filed Mar 16, 2005.
Board effectiveness
On appointment all new Directors receive a formal induction, tailored to their particular needs, which includes, as appropriate, visits to key locations and meetings with senior executives. Throughout their period in office Directors are continually updated on the Groups business and the competitive and regulatory environment in which it operates. Directors are advised on appointment of their legal and other duties and obligations as a director of a listed company and are updated on these as part of their continuing professional development at least annually.

All Directors, including the Chairman, receive a formal performance evaluation to which all other members of the Board have an opportunity to contribute. The reviews are led as indicated below.

Board Member Review led by:
Chairman Senior Independent Director
Senior Independent Director/other Chairman
Non-Executive Directors  
Chief Executive Chairman
Executive Directors Chief Executive

The NEDs meet twice a year with the Chairman and Chief Executive. These discussions include evaluation of Board and individual Director performance and succession plans. The Chief Executive and Chairman each absent themselves when their own performance is being assessed. Discussions are led by the Chairman (except in relation to his own performance and succession when the Senior Independent Director takes the chair) and feedback is provided.

In addition, in 2004, a comprehensive externally facilitated review took place of the effectiveness of the Board and its Committees. This included extensive interviews with all members of the Board

and the Company Secretary and feedback in person by the facilitator to the Board. The review concluded that the Board (including its Committees) is working effectively.

Discussions during and following the review, focused on a number of areas including the following:

Risk Management
The Group has long established processes, for the assessment and management of key risks. Discussion in 2004 has focused, in particular, on how to maximise value from the Boards involvement in these.

Succession Planning
Whilst the Group has long standing succession planning processes for Executives including Executive Directors, no formal processes previously existed with regard to succession planning for NEDs. These are now in place, centred around an agreed set of desirable NED capabilities and an annual succession planning review to be led by the Nomination Committee.

Business Unit Strategy
Approaches to reviewing the strategies and strategic progress of the individual business units within the International Businesses were discussed and refined with a view to optimising the quality of the discussions with business unit management.

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