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This excerpt taken from the ICI 6-K filed Mar 21, 2007.
Resolutions 10 and 11: Changes to Performance Growth Plan Under Resolutions 10 and 11, the Directors are seeking your approval to make amendments to the Performance Growth Plan (“PGP”). The current long-term incentive plans operated by the Company comprise the ICI Executive Share Option Plan 2004 (“ESOP”) and the Performance Growth Plan (“PGP”). During 2006, the Remuneration Committee has conducted a thorough review of these plans. The result of the review is that the Committee is satisfied that the policy of granting options and awards under the ESOP and PGP still provides an appropriate balance of long-term incentives and therefore no new plans are to be introduced. However, as a consequence of the review, a number of changes are proposed to the rules of the PGP which are described below. Details of the policy under which the plans will be operated and the performance conditions to be satisfied for awards to vest and for options to become exercisable are set out in the Directors’ Remuneration Report in the Report and Accounts. Under the amended PGP rules, the following changes are proposed:
In addition, two changes are being made to the PGP which do not need shareholder approval. First, following institutional shareholder guidelines and age discrimination legislation, the restrictions on making awards to executives who are within 12 months of their normal retirement date will cease to apply. However, awards will continue to be time pro-rated for leavers. Second, the Remuneration Committee will be given power to time pro-rate awards under the PGP which vest on a change in control as well as applying the performance conditions. Please note that the Executive Directors, who have a beneficial interest in the Performance Growth Plan, will not exercise their right to vote in respect of Resolutions 10 and 11.
Resolution 12: Electronic shareholder communications
It is important to note that, at this stage, the Company has not decided that it will take advantage of this change in the law. However, in order for the Company to do so in future, there are two preliminary requirements. First, Shareholders must resolve that the Company may send or supply documents or information to members by making them available on a website. Second, should this Resolution be passed and the Company decides to make use of the electronic communications provisions in the 2006 Act, it will ask each Shareholder individually to agree that the Company may send out or supply documents or information by means of a website. The request will explain that, if the Company has not received a response within 28 days, beginning with the day of the request, the Shareholder will be taken to have agreed. Such a request would be sent to all Shareholders, including those who have already agreed to website publication, so that in future the Company has a single regime applicable to all Shareholders. The Resolution covers all documents or information that the Company may send to Shareholders. The Resolution supersedes any inconsistent provision in the Company’s Articles of Association. The advantage to the Company, were it to implement these new provisions, would be reduced printing and mailing costs, as well as the environmental benefits associated with reduced use of paper. If ICI should decide to make wider use of electronic documents, it will notify Shareholders when a document or information is made available on the website. Shareholders will be able to choose to receive this notification in hard copy or by e-mail. All Shareholders will be able to ask for a hard copy of the document or information which has been made available electronically and this would be provided free of charge.
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