This excerpt taken from the ICI 6-K filed Mar 21, 2007.
Role and membership
The Remuneration Committee determines, on behalf of the Board, the Companys 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 2006 were:
Mr R N Haythornthwaite (Chairman)
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 comply with The Combined Code.
The terms of reference of the Committee are available on ICIs corporate website (www.ici.com) or, on request, from the Company Secretariat at the Registered Office.