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This excerpt taken from the ICI 6-K filed Mar 21, 2007. 2007 Remuneration structure The relative values of the main elements of the remuneration packages for the Chief Executive and the other Executive Directors, following the policy changes set out above, are illustrated in the charts below. The performance related elements, when valued at target performance levels, comprise more than 60% of the package (excluding pension and other benefits).
Remuneration report continued
This excerpt taken from the ICI 6-K filed Mar 14, 2006. 2006 Remuneration structure
The relative values of the main elements of the Executive Directors’ remuneration packages are illustrated, for UK Executive Directors, in the chart below. The performance related elements, when valued at target performance levels, comprise more than 50% of the package (excluding pension and other benefits).
Base
salaries
Annual
Incentive Plan Performance
Growth Plan (PGP)
The Peer Group for the TSR element represents key competitors of ICI’s International Businesses and companies comparable to ICI, selected on the basis of market location, size, portfolio and performance. The Peer Group is approved by the Remuneration Committee with advice from external independent advisers. It is reviewed annually and also on the occasion of a significant event impacting either ICI or one of the Peer Group companies. The Peer Group companies for the conditional awards to be made in 2006 are: Air Products and Chemicals, Akzo Nobel, BASF, Chemtura (formerly Crompton Corporation), Ciba Speciality Chemicals, Clariant, Degussa, Dow Chemical, DSM, DuPont, Givaudan, International Flavors & Fragrances, Rohm and Haas, PPG Industries, The BOC Group and Sherwin-Williams. This Peer Group remains unchanged from 2005. The Remuneration Committee considers that there are a sufficient number of comparators to ensure that the basis for performance measurement is stable and robust. The maximum conditional award to be made in 2006 will be 100% of base salary (200% in the case of US Directors). For the maximum awards to be paid on the TSR element, performance must be at position 3 or higher out of the 17 companies (including ICI) in the Peer Group. For achieving median TSR performance (position 9 out of 17), 40% of this maximum award will be paid. Awards are pro-rated between positions 9 and 3. No award will be paid for below median TSR performance (below position 9 out of 17). TSR has been selected as a performance measure as it will reward any relative out-performance of ICI versus its global competitors. TSR is calculated by independent external advisers and approved by the Remuneration Committee. Economic Profit has been selected as it is a measure of profitable growth and efficient use of capital that are significant contributors to the generation of sustainable shareholder value. The Economic Profit targets for each International Business, which are set by the Remuneration Committee, are designed to be as demanding as the TSR measure. The shares required to make awards under the PGP are provided via a trust funded by ICI. There is, therefore, no dilution of the Company’s issued share capital as the shares are purchased in the market. The operation of the PGP is in accordance with the terms of the Plan approved by shareholders at the AGM held on 28 April 2000. Executive
Share Option Plan (the Plan) In light of the above, the Remuneration Committee has concluded that it would be premature to set a performance condition until a greater understanding of the implications of IFRS has been fully reviewed. A range of alternatives is being examined which may result in continuing with EPS as a performance metric or in moving to a different performance condition. In either case, the condition used will be no less challenging, in the view of the Remuneration Committee, than that used for previous grants under the Plan. The targets will be announced prior to the 2006 AGM and disclosed in next year’s Remuneration Report. There will continue to be no retesting of the performance condition. The maximum vesting of options, as a multiple of salary at grant, will continue to be three times salary (4.5 times salary for US based Executives). Options under the Plan must be held for a minimum of three years from date of grant before they can be exercised and lapse if not exercised within ten years. The shares to meet options exercised will be bought in the market or provided by a new issue of shares. It is intended to make option grants to Executive Directors at the levels set out above, after the Remuneration Committee has finalised the performance condition to be applied. This excerpt taken from the ICI 20-F filed Apr 1, 2005. 2005 Remuneration structure Performance Growth Plan (PGP)
The Peer Group for the TSR element represents key competitors of ICI’s International Businesses and companies comparable to ICI, selected on the basis of market location, size, portfolio and performance. The Peer Group is approved by the Remuneration Committee with advice from external independent advisers. It is reviewed annually and also on the occasion of a significant event impacting either ICI or one of the Peer Group companies. The companies for the conditional awards to be made in 2005 are: Air Products and Chemicals, Akzo Nobel, BASF, Ciba Speciality Chemicals, Clariant, Crompton Corporation, Degussa, Dow Chemical, DSM, Du Pont, Givaudan, International Flavors & Fragrances, Rohm and Haas Company, PPG Industries, The BOC Group and The Sherwin-Williams Company. TSR has been selected as a performance measure as it will reward any relative out-performance of ICI versus its global competitors. TSR is calculated by independent external advisers and approved by the Remuneration Committee. Economic Profit has been selected as it is a critical measure of profitable growth and efficient use of capital that are significant contributors to the generation of sustainable shareholder value. The Economic Profit targets for each International Business, which are set by the Remuneration Committee, are designed to be as demanding as the TSR measure. The shares required to make awards under the PGP are provided via a trust funded by ICI. There is no dilution of the Company’s issued share capital as the shares are purchased in the market.
ICI ANNUAL REPORT AND ACCOUNTS 2004
This excerpt taken from the ICI 6-K filed Mar 16, 2005. 2005 Remuneration structure The relative values of the main elements of the Executive Directors’ remuneration packages are illustrated in the chart below. The performance related elements, when valued at target performance levels, comprise more than 50% of the package (excluding pension and other benefits). Base salaries Annual Incentive Plan Performance Growth Plan (PGP)
The Peer Group for the TSR element represents key competitors of ICI’s International Businesses and companies comparable to ICI, selected on the basis of market location, size, portfolio and performance. The Peer Group is approved by the Remuneration Committee with advice from external independent advisers. It is reviewed annually and also on the occasion of a significant event impacting either ICI or one of the Peer Group companies. The companies for the conditional awards to be made in 2005 are: Air Products and Chemicals, Akzo Nobel, BASF, Ciba Speciality Chemicals, Clariant, Crompton Corporation, Degussa, Dow Chemical, DSM, Du Pont, Givaudan, International Flavors & Fragrances, Rohm and Haas Company, PPG Industries, The BOC Group and The Sherwin-Williams Company. The maximum conditional award to be made in 2005 will be 100% of base salary (200% in the case of US Directors). For the maximum awards to be paid on the TSR element, performance must be at position three or higher out of the seventeen companies (including ICI) in the Peer Group. For achieving median TSR performance (position nine out of seventeen), 40% of this maximum award will be paid. Awards are pro-rated between positions nine and three. No award will be paid for below median TSR performance (below position nine out of seventeen). TSR has been selected as a performance measure as it will reward any relative out-performance of ICI versus its global competitors. TSR is calculated by independent external advisers and approved by the Remuneration Committee. Economic Profit has been selected as it is a critical measure of profitable growth and efficient use of capital that are significant contributors to the generation of sustainable shareholder value. The Economic Profit targets for each International Business, which are set by the Remuneration Committee, are designed to be as demanding as the TSR measure. The shares required to make awards under the PGP are provided via a trust funded by ICI. There is no dilution of the Company’s issued share capital as the shares are purchased in the market. Executive Share Option Plan
The numbers of shares vesting will be pro-rated, on a straight-line basis, between points on the above scale. There will be no retesting of these conditions after the three-year performance period.
ICI ANNUAL REPORT AND ACCOUNTS 2004
The performance target for option vesting continues to be challenging and is in line with the commitment in the strategic update announced during 2003 to targets which, if achieved, should result in double digit compound annual growth rate for four years from a baseline EPS of 18.5p for 2003. The minimum performance threshold of 27.1p EPS in 2007 will require 23.7% growth from the EPS for 2004 of 21.9p (see page 121 note 5). This continues to be ahead of market practice for comparable companies and takes account of ongoing EPS benefits arising from ICI’s restructuring programme announced in 2003. Such growth levels are therefore unlikely to be sustainable for subsequent grants, though the Remuneration Committee will continue to set targets that remain demanding.
The Committee may reduce the awards that vest having regard to the underlying performance of ICI and the extent to which EPS performance reflects progress towards the financial targets contained in the 2003 strategic update. Options under the Plan must be held for a minimum of three years from date of grant before they can be exercised and lapse if not exercised within ten years. The shares to meet options exercised will be either bought in the market or provided by a new issue of shares. It is intended to make option grants to Executive Directors at the levels set out on page 44 and in accordance with these criteria in the 42 day period following the announcement of the 2004 full year results. | EXCERPTS ON THIS PAGE:
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