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This excerpt taken from the ICI 20-F filed Mar 31, 2006. ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following information which appears in the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006 is incorporated herein by reference: the information set forth under the heading “Board of Directors and Executive Management Team”, which appears on pages 30 to 34 thereof.
The following information, which appears under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference: the information, including the table set forth in the second paragraph (beginning “The aggregate remuneration paid to or accrued for key management personnel. . .”) under the heading “Notes relating to the Group accounts – Note 2 –Directors’ and Officers’ remuneration and interests”, which appears on page 64 under Item 18; and the information set forth under the subheading “Notes relating to the Group accounts – Note 7 – Share-based payments – Employees’ share option schemes and other share-based plans”, which appears on page 73 under Item 18. In addition, the following information which appears in the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006 is incorporated herein by reference: the information set forth under the heading “Remuneration Report – 2005 Actual remuneration”, which appears on pages 43 to 44 thereof; the information set forth under the heading “Remuneration Report – Directors’ emoluments”, which appears on page 45 thereof; the information set forth under the heading “Remuneration Report – Performance Growth Plan (PGP)”, which appears on page 43 thereof; the information set forth under the heading “Remuneration Report – Awards under the Performance Growth Plan”, which appears on page 46 thereof; the information set forth under the heading “Remuneration Report – Shares vested under the Performance Growth Plan”, which appears on page 46 thereof; the information set forth under the heading “Remuneration Report – Directors’ interests in share options”, which appears on pages 47 and 48 thereof; the information set forth under the heading “Remuneration Report – Retirement benefits”, which appears on pages 49 and 50 thereof; and the information set forth under the heading “ICI Group and its businesses – Retirement benefits”, which appears on page 18 thereof. As of March 23, 2006, there were options outstanding in respect of 31.8m Ordinary Shares of £1 each under the Senior Staff and UK-Sharesave Option Schemes normally exercisable in the period 2006 to 2015 at subscription prices of £1.340 to £10.077.
The following information, which appears in the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006 is incorporated herein by reference: the information set forth under the heading “Corporate governance – Board Committees – Nomination Committee”, which appears on page 36 thereof; the information set forth under the heading “Corporate governance – Board Committees – Remuneration Committee”, which appears on pages 36 and 37 thereof; the information under the heading “Corporate governance – US corporate governance compliance”, which appears on pages 38 and 39 thereof; the information under the heading “Corporate governance – Board Committees – Audit Committee”, which appears on page 37 thereof; and the information set forth under the headings “Remuneration Report – Directors’ service agreements and letters of engagement – Executive Directors” and “Remuneration Report – Directors’ service agreements and letters of engagement – Chairman and Non-Executive Directors,” which appears on pages 51 and 52 thereof. 28
The information set forth under the heading “Notes relating to the Group accounts – Note 5 –Employee numbers and costs”, which appears on page 71 under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference. In addition, the information set forth under the heading “ICI Group and its businesses –Employee and employment principles”, which appears on pages 17 and 18 of the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006, is incorporated herein by reference.
The information set forth in the second table (beginning with first column headed “Directors….”) under the heading “Notes relating to the Group accounts – Note 2 – Directors’ and Officers’ remuneration and interests”, which appears on page 64 under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference. In addition, the following information which appears in the Company’s Annual Report and Accounts 2005 contained in its report on Form 6-K dated March 14, 2006 is incorporated herein by reference: the information set forth under the heading “Remuneration Report – Directors’ interests in share options”, which appears on pages 47 and 48 thereof; and the information set forth under the heading “Remuneration Report – Directors’ interests in shares”, which appears on page 50 thereof. As of March 23, 2006, shares held by and options granted to Directors and Officers to subscribe for £1 Ordinary Shares in the Company were as follows:
As of March 23, 2006, no individual director or officer had interests in shares or options exceeding one per cent of the issued Ordinary Share Capital of the Company. As of March 23, 2006, the total amount of the Company’s voting securities owned by Directors and Officers of ICI, as a group, was:
29 This excerpt taken from the ICI 20-F filed Apr 1, 2005. ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management. The following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the heading “Board of Directors and Executive Management Team – Board of Directors”, which appears on pages 32 to 34 thereof; and the information set forth under the heading “Board of Directors and Executive Management Team – Executive Management Team”, which appears on page 35 thereof. B. Compensation. The following information which appears under Item 18 “Financial Statements” of this Annual Report on Form 20-F is incorporated herein by reference: the information set forth in the first two sentences of the second paragraph (beginning “The aggregate remuneration paid to or accrued for all Directors and Officers of the Company . . .”) under the heading “Notes relating to the accounts – Note 2 – Directors’ and Officers’ remuneration and interests”, which appears on page 65; and the information set forth under the subheading “Notes relating to the accounts – Note 23 – Called-up share capital of parent company – Employees’ share options schemes and other share based plans”, which appears on page 89. In addition, the following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the heading “Remuneration report – 2004 actual remuneration”, which appears on pages 45 to 47 thereof; the information set forth under the heading “Remuneration report – Performance Growth Plan (PGP)”, which appears on page 44 thereof; the information set forth under the heading “Remuneration report – Awards under Performance Growth Plan”, which appears on page 48 thereof; the information set forth in the graphs entitled “Five-year cumulative Total Shareholder Return: ICI and Peer Group Indices” and “Five-year cumulative Total Shareholder Return: ICI and FTSE Indices” which appear under the heading “Remuneration report – Performance graphs” on page 46 thereof; the information set forth under the heading “Remuneration report – Directors’ interests in share options”, which appears on pages 49 and 50 thereof; the information set forth under the heading “Remuneration report – Retirement benefits”, which appears on page 51 thereof; and the information set forth under the heading “Remuneration report – Directors’ pensions benefits”, including the table thereunder, that appears on page 51 thereof. 33 As of March 24, 2005, there were options outstanding in respect of 42.4m Ordinary Shares of £1 each under the Senior Staff, Executive Share Option and UK-Sharesave Option Schemes normally exercisable in the period 2005 to 2015 at subscription prices of £1.34 to £10.08. C. Board Practices. The following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the heading “Corporate governance – Board Committees – Nomination Committee”, which appears on page 37 thereof; the information set forth under the heading “Corporate governance – Board Committees – Remuneration Committee”, which appears on page 37 thereof; the information under the heading “Corporate governance – Board Committees – Audit Committee”, which appears on page 38 thereof; and the information set forth under the headings “Remuneration report – Directors’ services agreements and letters of engagement – Executive directors” and “Remuneration report – Directors’ services agreements and letters of engagement – Chairman and Non-Executive Directors,” which appears on pages 53 to 54 thereof. D. Employees. The information set forth under the heading “Notes relating to the accounts – Note 35 – Employee numbers and costs”, which appears on page 98 under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference. In addition, the information set forth under the heading “Operating and financial review – Employees”, which appears on page 31 of the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005, is incorporated herein by reference. E. Share Ownership. The information set forth in the third sentence of the second paragraph (beginning “At 14 February 2005 shares held by and options granted to Directors and Officers . . .”) onward under the heading “Notes relating to the accounts – Note 2 – Directors’ and Officers’ remuneration and interests”, which appears on page 65 under Item 18 “Financial Statements” of this Annual Report on Form 20-F, is incorporated herein by reference. In addition, the following information which appears in the Company’s Annual Report and Accounts 2004 contained in its report on Form 6-K dated March 16, 2005 is incorporated herein by reference: the information set forth under the heading “Remuneration report – Directors’ interests in share options”, which appears on pages 49 and 50 thereof; and the information set forth under the heading “Remuneration report – Directors’ interests in shares”, which appears on page 52 thereof. 34
As of March 24, 2005, shares held by and options granted to Directors and Officers to subscribe for £1 Ordinary Shares in the Company were as follows:
As of March 24, 2005, no individual director or officer had interests in shares or options exceeding one per cent of the issued Ordinary Share Capital of the Company. As of March 24, 2005, the total amount of the Company’s voting securities owned by Directors and Officers of ICI, as a group, was:
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