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Imperial Chemical Industries (ICI)
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ICI » Topics » Duties

This excerpt taken from the ICI 20-F filed Apr 1, 2005.

Duties

5.     You are considered to be an independent Non-Executive Director and will be identified as such in the annual report and other documentation. If circumstances change, and you believe that your independence may be in doubt, you should discuss this with the Chairman as soon as practicable.
 
6.     The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The Board:
   
(a) provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
   
(b) sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; and
   
(c) sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

All directors must take decisions objectively in the interests of the Company. In addition, as a Non-Executive Director, your responsibilities will include:

(d) constructively challenging and contribute to the development of strategy;
   
(e) scrutinising the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
   
(f) satisfying yourself that that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and
   
(g) determining appropriate levels of remuneration of executive directors and to have a prime role in appointing, and where necessary removing, senior management and in succession planning.
 
7.     During your Appointment, you will be required to attend the Annual General Meeting of the Company, regular and emergency Board Meetings, any Extraordinary General Meeting of the Company and to serve on and/or chair any committees of the Board to which you are appointed. The Board agenda is usually issued on the Thursday before each Board Meeting together with most of the supporting papers. We shall courier these to you at the above address, unless you advise otherwise. The Non-Executive Directors generally meet as a group twice a year without the Chairman being present for part of the time.

 

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8.     You have been invited to serve on the Nomination, Remuneration and Audit Committees. Meetings of these Committees are normally held on Board Meeting days: in the case of the Nomination and Remuneration Committees, as and when required; in the case of the Audit Committee, before the Board Meeting on a quarterly basis.
 
9.     By accepting the Appointment you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. It is expected that on average this would require 2 – 3 days per month but you are aware that the nature of the role makes it impossible to be specific about time commitment.
 
10.     The performance of Directors is evaluated annually.
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