ICI » Topics » Restrictions on voting

This excerpt taken from the ICI 20-F filed Mar 31, 2006.

Restrictions on voting

Subject to the exceptions set out below, no director may vote on, or be counted in a quorum in relation to, any resolution of the board of directors in respect of any contract, arrangement or proposal in which he has a material interest and, if he does so, his vote is not to be counted. This prohibition does not apply to a director in relation to:

  any arrangement for giving any director any security or indemnity in respect of money lent by him to, or obligations undertaken by him for the benefit of, the Company or any of its subsidiaries;
     
  any contract or arrangement by a director to participate in the underwriting of any offer of shares, debentures or other securities of the Company, or any of its subsidiaries, for subscription, purchase or exchange;
     
  any contract of arrangement in which he is interested by virtue of his interest in shares or debentures or other securities of the Company, or by reason of any other interest in or through the Company;
     
  any contract of arrangement concerning any other company in which the director is interested, directly or indirectly, whether as an officer, shareholder, creditor or otherwise, unless he owns more than 1% of that company’s equity share capital (determined on the basis set out in the Articles);
     
  any proposal concerning the adoption, modification or operation of a superannuation fund or retirement, death or disability benefits scheme, share option scheme, share incentive scheme or profit sharing scheme, which relates to both directors and employees of the Company, or of any of its subsidiaries and does not accord to any director as such any privilege or advantage not generally accorded to the employees to which such scheme or fund relates;
     
  any arrangement for the benefit of employees of the Company, or any of its subsidiaries under which the director benefits in a similar manner as the employees; or
     
  any proposal concerning any insurance which the Company is empowered to purchase or maintain for or for the benefit of any directors of the Company, or for persons who include directors of the Company.

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