Imperial Chemical Industries (ICI)

A comprehensive statement of remuneration policy and specific details of individual Directors’ remuneration is set out in the Directors’ Remuneration Report on pages 45 to 56 of the Report and Accounts. A summary is set out in the Annual Review on pages 16 and 17.

The Board considers that executive remuneration plays a key role in supporting the achievement of the Company’s overall performance objectives. Accordingly, and in compliance with legislation, Shareholders will be invited to approve the Directors’ Remuneration Report.

Resolution 4: Re-election of Lord Butler
Resolution 4 provides for the re-election of Lord Butler. All Directors are subject to re-election by Shareholders at least every three years. Subject to satisfactory performance, Non-Executive Directors are normally expected to serve two three-year terms commencing with the first Annual General Meeting after the date of their appointment. On this basis, Lord Butler would ordinarily have stepped down from the Board at the end of the Annual General Meeting in 2005. However, the Board has asked Lord Butler to remain on the Board as Senior Independent Director for a further period. In accordance with the policy set out on page 38 of the Report and Accounts, this will be subject to his standing for annual re-election by Shareholders. Shareholders will be invited to re-elect Lord Butler as a Director of the Company.