Imperial Chemical Industries (ICI)

Non-executive directors are entitled to receive such remuneration as the board of directors may determine, but the aggregate of all such remuneration to non-executive directors may not exceed £500,000 per annum unless authorized by an ordinary resolution. Executive directors are entitled to receive such remuneration as the board of directors may determine. In the absence of an independent quorum, directors do not have the power to vote compensation to themselves or any member of their body.

Directors may exercise all borrowing powers of the Company, subject to the limitation that the aggregate principal amount from time to time outstanding of all the sums borrowed by the Company and its subsidiaries, exclusive of intra-group borrowings, may not, without the previous sanction of an ordinary resolution, exceed an amount equal to 2 1/2 times an adjusted capital and reserves figure calculated in the manner prescribed in the Articles.

No person is disqualified from being a director or is required to vacate that office by reason only of the fact that he is 70 or more years of age. If at an annual general meeting a director who is 70 or more years of age as at the date of the meeting is proposed for election or re-election, his age must be set out in the notice accompanying the meeting.

No minimum holding of the Company’s shares is required in order to serve as a director.

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.

At each annual general meeting one-third of the directors, representing those directors who have been in office longest since their last election, as well as any directors appointed by the board of directors since the last annual general meeting, are required to retire and are then considered for reelection if they wish to stand for re-election. In cases when directors were elected or re-elected on the same day, the decision as to which of them is to retire is determined by lot unless they otherwise agree.

Every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) is entitled to be indemnified out of the assets of the Company against liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that such indemnification would not be treated as void under the Companies Act 1985.