11 May 2021 14:00 BST
AstraZeneca PLC announced the results of the voting at its Annual General Meeting (AGM) today. As proposed in the Notice of AGM, all Resolutions were decided by poll vote. Resolutions 10 – 13 were passed as special resolutions; all other resolutions were passed as ordinary resolutions.
As at 7 May 2021, the number of issued shares of the Company was 1,312,762,006 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all of the resolutions at the AGM. In accordance with the Company’s Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
The Board is pleased that all resolutions have been approved by shareholders at the 2021 AGM. The Board notes the lower levels of support received for Resolutions 5i, 7 and 14. The Board has already engaged with a number of shareholders to understand the reasoning behind their decision not to support these Resolutions and will continue to engage during 2021.
Resolutions 7 and 14 - approval of the Remuneration Policy and changes to the AstraZeneca Performance Share Plan
The Remuneration Committee (the Committee) undertook an in-depth consultation process with the Company’s largest investors when developing the revised policy, and were pleased with the positive reception for the proposals. Nonetheless the Committee recognises that a meaningful proportion of shareholders (including those who follow the guidance of their proxy advisors) were not able to support the new policy or the amendments to the 2020 Performance Share Plan rules. The Committee will continue to engage and listen to ensure investors’ concerns regarding the approach to executive remuneration are understood.
The Committee acknowledges that it is unusual to seek approval for a revised Remuneration Policy at two consecutive AGMs and that remuneration is a sensitive matter during this pandemic period. Starting with the latter, it is important to emphasise that AstraZeneca has not applied for any Government funded wage subsidies or furlough arrangements around the world. Additionally, the Company has been a world-leading actor in the pandemic response through its non-profit vaccine initiative and other humanitarian actions.
The Committee also wanted to update the Remuneration Policy to acknowledge that the world drastically changed in the last 12 months, and so did AstraZeneca. Our Executive Directors have demonstrated solid and visionary leadership to steer the Company towards delivering another outstanding performance in terms of achieving stretched financial goals, over-delivering pipeline management targets to accelerate innovation, and negotiating new partnerships with great potential. They also initiated an impactful societal, non-profit initiative - in partnership with University of Oxford - as a response to the global pandemic, resulting in the development, production and supply of an effective vaccine in less than a year.
Since their appointment, the Executive Directors have driven a remarkable turnaround in the Company’s performance, resulting in a TSR close to 300% over the last eight years and 77% over the last three years, both significantly ahead of our Global and European Pharmaceutical peers.
The Board’s approach to reviewing the policy last year still continued to position executive remuneration well below market levels in the global pharmaceuticals industry, and did not accurately reflect AstraZeneca’s improved position in the European market. Since that review, given the significantly increased scale and scope of what the CEO and CFO are being asked to deliver, and their continued commitment and undisputed performance, the Board considered it appropriate to take another step to address their market pay positioning in order to retain and incentivise them; and enable succession planning for the future. This decision was taken in the interests of all stakeholders to support the future growth of the Company, and provide us with the flexibility required to reward outstanding achievements with competitive pay for performance packages.
Resolution 5i - re-election of Sheri McCoy as a Director
The Board understands that some shareholders have expressed concerns regarding Ms McCoy’s other directorships and the potential for those to impact her time commitment to AstraZeneca.
The Board believes that Ms McCoy has brought, and continues to bring, considerable business experience and knowledge of the pharmaceutical industry and makes a valuable contribution to the work of the Board and Committees of which she is a member.
In 2020, Ms McCoy attended 96% of the Board and Committee meetings to which she was invited: 14 out of a possible 15 Board meetings, 7 out of 7 Audit Committee meetings and 6 out of 6 Remuneration Committee meetings.
Ms McCoy is currently working to reduce her appointments and intends to reduce her participation to not more than four boards by the 2022 proxy season.
The Board is satisfied that all Directors, including Ms McCoy, continue to make effective and valuable contributions to the Board and continue to devote sufficient time to discharging their responsibilities as Directors of AstraZeneca.
The Board seeks to maintain the highest standards of governance and to ensure an open and transparent dialogue with shareholders. The Board will continue to engage with, and listen to, the Company’s shareholders. In accordance with the UK Corporate Governance Code, the Company will publish an update within six months of the AGM.
A copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R, and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical company that focuses on the discovery, development and commercialisation of prescription medicines in Oncology and BioPharmaceuticals, including Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. Based in Cambridge, UK, AstraZeneca operates in over 100 countries, and its innovative medicines are used by millions of patients worldwide. Please visit astrazeneca.com and follow the Company on Twitter @AstraZeneca.