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ICI » Topics » Remuneration Committee

These excerpts taken from the ICI 6-K filed Mar 21, 2007.
Remuneration Committee
The Remuneration Committee determines on behalf of the Board the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals including any compensation on termination of office. It met on seven occasions in 2006.

The Committee comprises the independent NEDs under the Chairmanship of Mr R N Haythornthwaite.

The Summary Remuneration Report on pages 16 to 17 includes details of remuneration policy and practices, and information on the remuneration of Directors.

Remuneration Committee
The Remuneration Committee determines, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals, including any compensation on termination of office.

It met on seven occasions in 2006, three of which were unscheduled. These unscheduled meetings were primarily to confirm finalisation of matters discussed in detail at scheduled meetings and were attended by those Committee members available at the time to participate.

The Committee comprises the NEDs under the chairmanship of Mr Haythornthwaite. The Chairman of the Committee normally invites the Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward to attend meetings, to respond to specific questions raised by the Committee. This specifically excludes any matter concerning their own personal remuneration.

The work of the Remuneration Committee during 2006 has included consideration of the following matters:

• approving the 2006 Annual Incentive Plan (AIP) ranges and key strategic objectives for the Chief Executive and the EMT;
   
• a review of the reward components comprising the executive remuneration package and making changes as required to ensure it remained fully aligned with the remuneration policy;

 

www.ici.com ICI Annual Report and Accounts 2006 39

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   Board of Directors, governance and remuneration
 

This excerpt taken from the ICI 20-F filed Mar 31, 2006.
Remuneration Committee
The Remuneration Committee determines, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals, including any compensation on termination of office. It met on five occasions in 2005.

The Committee comprises the NEDs under the chairmanship of Mr Haythornthwaite. The Chairman of the Committee normally invites the Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward to attend meetings, to respond to specific questions raised by the Committee. This specifically excludes any matter concerning their own personal remuneration.

The work of the Remuneration Committee during 2005 has included consideration of the following matters:

• reviewing the peer group companies for the Total Shareholder Return (TSR) element of the Performance Growth Plan (PGP) 2005- 2007 cycle;
   
• testing performance conditions for share option grants;
   
• approving the 2004 Remuneration Report;
   
• reviewing and approving the restated annual incentive plan targets for the Chief Executive and EMT, following the 2005 IFRS restatement process;
   
• reviewing and revising the Company’s policy on Executive rewards;
   
• conducting a review of the effectiveness of the Remuneration Committee;
   
• reviewing and approving the death in service benefits to be paid to the estate of Mr Scott;
   
• approving the remuneration package of the new Chief Financial Officer;
   
• reviewing and approving revised fee and base salaries for the Chairman, Chief Executive and the EMT; and
   
• approving annual grants and awards under the Annual Incentive Plan, the Executive Share Option Scheme and the PGP for the Chief Executive and the EMT.
   

36 ICI Annual Report and Accounts 2005 Corporate governance

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The Remuneration Report on pages 42 to 52 includes details of remuneration policy and practices, and the remuneration of Directors.

These excerpts taken from the ICI 6-K filed Mar 14, 2006.
Remuneration Committee
The Remuneration Committee determines on behalf of the Board the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals including any compensation on termination of office. It met on five occasions in 2005.

The Committee comprises the independent Non-Executive Directors under the Chairmanship of Mr R N Haythornthwaite.

The Summary Remuneration Report on pages 18 to 19 includes details of remuneration policy and practices, and information on the remuneration of Directors.

Remuneration Committee
Role and membership
The Remuneration Committee determines, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals including any compensation on termination of office.

The Committee is comprised exclusively of the independent NEDs of the Company. The members of the Remuneration Committee during 2005 were:

Mr R N Haythornthwaite (Chairman)
Mr A Baan
Lord Butler
Mr J T Gorman
Baroness Noakes

The Committee members have no personal financial interest, other than as shareholders, in the matters to be decided.

The constitution and operation of the Committee complies with The Combined Code.

The terms of reference of the Committee are available on ICI’s corporate website (www.ici.com) or, on request, from the Company Secretariat at the Registered Office.

Advisers
To ensure that ICI’s remuneration practices are market competitive, the Remuneration Committee has access to detailed external research on market data and trends from independent and experienced international consultants. Since 1 January 2005, the Committee has received material advice from Towers Perrin, New Bridge Street Consultants and Kepler Associates. These advisers have been appointed by the Remuneration Committee. The terms of engagement are available on ICI’s corporate website (www.ici.com) or, on request, from the Company Secretariat at the Registered Office. In relation to their services provided to the Group, Towers Perrin also provides actuarial services in respect of the Group’s pension plan in the Netherlands and all three consultants provide certain employee benefit services and/or remuneration advice to the Group below Board level.

The Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward are normally invited to attend meetings to respond to specific questions raised by the Committee. This specifically excludes any matter concerning the detail of their own personal remuneration. The Company Secretary acts as Secretary to the Committee.


 

This excerpt taken from the ICI 20-F filed Apr 1, 2005.
Remuneration Committee
The Remuneration Committee determines, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals including any compensation on termination of office. It met on five occasions in 2004.

The Committee comprises the independent NEDs under the chairmanship of Mr Haythornthwaite. The Chairman of the Committee normally invites the Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward to attend meetings to respond to specific questions raised by the Committee. This specifically excludes any matter concerning their own personal remuneration.

The Remuneration Report on pages 43 to 54 includes details of remuneration policy and practices, and the remuneration of Directors.


 

ICI ANNUAL REPORT AND ACCOUNTS 2004

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38
   CORPORATE GOVERNANCE  
       

This excerpt taken from the ICI 6-K filed Mar 16, 2005.
Remuneration Committee
The Remuneration Committee determines, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, Executive Directors and the most senior management of the Company. The Committee determines the total remuneration packages for these individuals including any compensation on termination of office. It met on five occasions in 2004.

The Committee comprises the independent NEDs under the chairmanship of Mr Haythornthwaite. The Chairman of the Committee normally invites the Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward to attend meetings to respond to specific questions raised by the Committee. This specifically excludes any matter concerning their own personal remuneration.

The Remuneration Report on pages 43 to 54 includes details of remuneration policy and practices, and the remuneration of Directors.


 

ICI ANNUAL REPORT AND ACCOUNTS 2004

Back to Contents

38
   CORPORATE GOVERNANCE  
       

EXCERPTS ON THIS PAGE:

6-K (2 sections)
Mar 21, 2007
20-F
Mar 31, 2006
6-K (2 sections)
Mar 14, 2006
20-F
Apr 1, 2005
6-K
Mar 16, 2005

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