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ICI » Topics » service agreements and letters of engagement

This excerpt taken from the ICI 20-F filed Apr 1, 2005.
’ service agreements and letters of engagement
(not subject to audit)

 


 

Executive Directors
It is the Remuneration Committee’s policy that Executive Directors are employed on contracts subject to no more than 12 months’ notice, in accordance with current corporate governance best practice. The Remuneration Committee strongly endorses the principle of mitigation of damages on early termination of a service agreement.

The dates of current Executive Directors’ service agreements, the dates on which their appointments took effect and the current expiry dates of their agreements are as follows:

  Executive Directors Date of service agreement Effective date Expiry date
  Dr J D G McAdam 14.10.03 09.04.03 Terminable on 12 months’ notice
  D C M Hamill 28.10.03 08.12.03 Terminable on 12 months’ notice
  C F Knott 02.09.04 01.09.04 Terminable on 12 months’ notice (note 1)
  W H Powell 17.02.00 02.02.00 Terminable on 12 months’ notice (note 2)
  T A Scott 11.05.01 23.05.01 Terminable on 12 months’ notice (note 3)
   
(1)   As set out in Note 11 to the table of Directors’ Emoluments, Mr C F Knott has two Service Agreements, both dated as set out above. Mr Knott’s appointment as an Executive Director of the Company is non-remunerative and is covered by a separate letter of appointment. Mr Knott’s employment is terminable on 12 months’ notice from the Company. To comply with statutory employment legislation in the Netherlands, Mr Knott is required to give six months notice of termination of employment to the Company. An ICI subsidiary company in the Netherlands has agreed to provide Mr Knott with certain protection against any future loss on disposal of the house he has purchased as his residence in the Netherlands. In the event that he ceases employment in the Netherlands with an ICI Group company, other than by resignation or for a reason relating to his conduct, during a period of 10 years from31 August 2003 and in the event the house is sold at a price less than the original purchase price, the ICI subsidiary will reimburse him for 75% of the difference between the sale price and the original purchase price. The exact amount of the benefit to him as a result of this arrangement will not be known until the house is sold but at the current valuation of the property no reimbursement would require to be made.

ICI ANNUAL REPORT AND ACCOUNTS 2004

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54
   REMUNERATION REPORT

This excerpt taken from the ICI 6-K filed Mar 16, 2005.
’ service agreements and letters of engagement
(not subject to audit)

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 the Company’s website (www.ici.com) or, on request, from the Company Secretariat at the Registered Office.

Advisers
To ensure that ICI’s remuneration practices are market competitive, the Remuneration Committee has access to detailed external research on market data and trends from independent and experienced international consultants. Since 1 January 2004, the Committee has received material advice from Towers Perrin, New Bridge Street Consultants and Kepler Associates. These advisers have been appointed by the Remuneration Committee. The terms of engagement are available on the Company’s website (www.ici.com) or, on request, from the Company Secretariat at the Registered Office. In relation to their services provided to the Group, Towers Perrin also provides actuarial and administrative services in respect of the Group’s pension plan in the Netherlands and all three consultants provide certain employee benefit services and/or remuneration advice to the Group below Board level.

The Chairman, Chief Executive, Executive Vice President Human Resources and Vice President Performance & Reward are normally invited to attend meetings to respond to specific questions raised by the Committee. This specifically excludes any matter concerning the detail of their own personal remuneration. The Company Secretary acts as Secretary to the Committee.


 

Executive Directors
It is the Remuneration Committee’s policy that Executive Directors are employed on contracts subject to no more than 12 months’ notice, in accordance with current corporate governance best practice. The Remuneration Committee strongly endorses the principle of mitigation of damages on early termination of a service agreement.

The dates of current Executive Directors’ service agreements, the dates on which their appointments took effect and the current expiry dates of their agreements are as follows:

  Executive Directors Date of service agreement Effective date Expiry date
  Dr J D G McAdam 14.10.03 09.04.03 Terminable on 12 months’ notice
  D C M Hamill 28.10.03 08.12.03 Terminable on 12 months’ notice
  C F Knott 02.09.04 01.09.04 Terminable on 12 months’ notice (note 1)
  W H Powell 17.02.00 02.02.00 Terminable on 12 months’ notice (note 2)
  T A Scott 11.05.01 23.05.01 Terminable on 12 months’ notice (note 3)
   
(1)   As set out in Note 11 to the table of Directors’ Emoluments, Mr C F Knott has two Service Agreements, both dated as set out above. Mr Knott’s appointment as an Executive Director of the Company is non-remunerative and is covered by a separate letter of appointment. Mr Knott’s employment is terminable on 12 months’ notice from the Company. To comply with statutory employment legislation in the Netherlands, Mr Knott is required to give six months notice of termination of employment to the Company. An ICI subsidiary company in the Netherlands has agreed to provide Mr Knott with certain protection against any future loss on disposal of the house he has purchased as his residence in the Netherlands. In the event that he ceases employment in the Netherlands with an ICI Group company, other than by resignation or for a reason relating to his conduct, during a period of 10 years from31 August 2003 and in the event the house is sold at a price less than the original purchase price, the ICI subsidiary will reimburse him for 75% of the difference between the sale price and the original purchase price. The exact amount of the benefit to him as a result of this arrangement will not be known until the house is sold but at the current valuation of the property no reimbursement would require to be made.

ICI ANNUAL REPORT AND ACCOUNTS 2004

Back to Contents

54
   REMUNERATION REPORT

EXCERPTS ON THIS PAGE:

20-F
Apr 1, 2005
6-K
Mar 16, 2005

RELATED TOPICS for ICI:

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