
| able to devote sufficient time to discharge his responsibilities as a
Director. The Board therefore supports his re-election as a Director
at the 2025 AGM.
During the Board’s annual evaluation of its performance and that of its
Committees and individual Directors in 2024, the Board concluded that
each Director continues to make effective and valuable contributions
to the Board and to demonstrate commitment to the role. More
information about these matters and how the Board operates can be
found in the Corporate Governance Report in the Annual Report, which
is available on our website, www.astrazeneca.com, or by request from
the Company.
Resolution 6: Directors’ Remuneration Report
The purpose of Resolution 6, which is proposed as an ordinary
resolution, is to receive and approve the annual statement of the Chair
of the Remuneration Committee (the Statement) and the Annual Report
on Remuneration for the year ended 31 December 2024 (the 2024
Remuneration Report).
The Statement and the 2024 Remuneration Report can be found on
pages 112 to 136 of the Annual Report, which is available on our website,
www.astrazeneca.com, or by request from the Company.
The Board considers that appropriate executive remuneration plays
a vital part in helping to achieve the Company’s overall objectives
and, accordingly, and in compliance with the legislation, shareholders
will be invited to approve the Statement and the 2024 Remuneration
Report. The 2024 Remuneration Report gives details of the
remuneration paid to the Directors during the year ended 31 December
2024. The vote on the Statement and the 2024 Remuneration Report is
advisory in nature in that payments made or promised to Directors will
not have to be repaid, reduced or withheld in the event that Resolution
6 is not passed.
Both the Remuneration Committee and the Board are satisfied
that our remuneration practices are aligned to the delivery of the
Company’s strategy and promote long-term sustainable value
creation for shareholders.
Resolution 7: Political donations
The purpose of Resolution 7, which is proposed as an ordinary
resolution, is to authorise the Company and/or its subsidiaries to make
limited political donations or incur limited political expenditure, within
the meaning of such expressions as contained in the Companies Act
2006 (the Act).
It is the Company’s policy not to make such political donations or
incur such political expenditure. The Company is not intending to alter
this policy. However, the definitions of political donations and political
expenditure under the Act are very broad. Some of the Company’s
activities may therefore fall within the definitions of the Act. Without
the necessary authorisation, the Company’s ability to communicate
its views effectively to, for example, interest groups or lobbying
organisations could be inhibited.
Accordingly, the Company believes that the authority contained in
Resolution 7 is necessary to allow it and its subsidiaries to fund
activities which are in the interests of shareholders that the Company
should support. Such authority will enable the Company and its
subsidiaries to be sure that they do not unintentionally commit a
technical breach of the relevant sections of the Act. Any donations
or expenditure, which may be made or incurred under the authority
of Resolution 7, will be disclosed in next year’s annual report.
Resolutions 1–2: Accounts and Dividend
The purpose of these resolutions, which are proposed as ordinary
resolutions, is:
• To receive the Company’s Accounts, the Reports of the Directors
and Auditor and the Strategic Report for the year ended
31 December 2024.
• To confirm the first interim dividend of US$1.00 (77.6 pence,
SEK 10.79) per ordinary share and to confirm, as the final dividend
for 2024, the second interim dividend of US$2.10 (168.0 pence,
SEK 22.96) per ordinary share.
Resolutions 3–4: Re-appointment of Auditor and Authority
to agree the remuneration of the Auditor
The purpose of these resolutions, which are proposed as ordinary
resolutions, is:
• To re-appoint PricewaterhouseCoopers LLP as Auditor of the
Company until the conclusion of the next general meeting of the
Company at which accounts are laid.
• To authorise the Directors to agree the remuneration of the Auditor.
Resolution 5: Election and re-election of Directors
At the AGM, as usual and in accordance with the Company’s Articles
of Association, all of the Directors are retiring. The biographical details
of each Director presenting themself for election or re-election by
ordinary resolution are set out in the Notice of AGM and Shareholders’
Circular from page 16.
Rene Haas and Birgit Conix joined the Board as Non-Executive
Directors of the Company with effect from 1 January 2025 and
1 February 2025, respectively, and will stand for election by
shareholders for the first time at the AGM. Karen Knudsen is also
standing for election by shareholders for the first time at the AGM,
and her appointment as a Non-Executive Director will, subject to
shareholder approval, take effect from the end of the AGM. Deborah
DiSanzo and Andreas Rummelt intend to retire as Non-Executive
Directors of the Company at the conclusion of the AGM, and will
not stand for re-election by shareholders this year.
The Board has considered the independence of the Non-Executive
Directors who served during 2024 and all those standing for election
or re-election at the AGM under the UK Corporate Governance Code
(the Code). The Chair, Michel Demaré, met the independence criteria
prescribed in the Code upon his appointment as Chair. In accordance
with the Code, it is not considered appropriate to repeat the test
following appointment as Chair. The Board concluded that, with the
exception of Marcus Wallenberg, all the Non-Executive Directors
presenting themselves for election or re-election are independent
in character and judgement and there are no relationships or
circumstances likely to affect their character or judgement. Marcus
Wallenberg was appointed as a Director of Astra in May 1989 and
subsequently became a Director of the Company in 1999. He is a
Non-Executive Director of Investor AB, which has a 3.33% interest in
the issued share capital of the Company as at 16 February 2025. For
these reasons – his overall length of tenure and relationship with a
significant shareholder – the Board does not believe that he can be
determined independent under the Code.
At the Company’s 2024 AGM, 77.93% of shareholders voted to
re-elect Marcus Wallenberg as a Director of the Company. The Board
understands that some shareholders have concerns regarding
Mr Wallenberg’s other directorships and the potential for those to
impact his time commitment to the Company. The Board recognises
that Mr Wallenberg has a wide portfolio of other roles, but believes he
has brought, and continues to bring, considerable business experience
and makes a valuable contribution to the work of the Board, which his
portfolio of other roles supports. The Board is also satisfied that he is
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Explanatory notes to the Resolutions |