AGM alert: NatWest, Aviva, Rolls-Royce, Unilever, Relx

NatWest Group (LSE:NWG) shareholders are to get the chance to quiz the lender’s top team before casting their votes on AGM matters that include a new pay deal for chief executive Paul Thwaite.

The virtual shareholder event, which takes place at 6pm on Monday 10 April, will be hosted by Thwaite and the chair of board Rick Haythornthwaite.

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Topics set for scrutiny before the AGM on 23 April are likely to include the company’s proposed remuneration policy, which includes the adoption of a performance-linked long-term incentive scheme capped at 300% of salary. 

The event will also reflect on a year of strong progress by the lender, including an 83% rise in share price and big reduction in the government’s stake to below 5%.

Rolls-Royce Holdings (LSE:RR.) shareholders should also be in upbeat mood at their AGM in Derby on 1 May, given that their shares rose by another 90% in the year. Chief executive Tufan Erginbilgic got total remuneration of £4.1 million, which included a near maximum bonus award.

At a busy time for FTSE 100 AGMs, the annual report of Aviva (LSE:AV.) has revealed that the insurer’s boss Amanda Blanc has been handed a 10% pay rise in recognition of an “exceptional” performance since her appointment in 2020.

Meanwhile, the £13.5 million total pay package of RELX (LSE:REL) boss Erik Engstrom has taken his total remuneration over the past decade to £100 million.

And the reasons for a sudden change of leadership at Unilever (LSE:ULVR) will be in focus when shareholders gather at London’s Queen Elizabeth II Centre at the end of April.

NatWest

When: 10am, Wednesday 23 April.

Where: Gogarburn, Edinburgh, EH12 1HQ.

How to participate: A virtual shareholder event is due to be held at 6pm, Monday 10 April, giving shareholders the opportunity to engage with the chair and chief executive prior to voting on the business of the AGM. The deadline for AGM voting instructions is Thursday 17 April, with further meeting details available here.

Who’s in the chair? Rick Haythornthwaite hosted his first AGM as NatWest chair last year. He is the former chief executive of Invensys and until recently was chair of Ocado.

How did the company do in 2024? Total income of £14.6 billion increased by 2.2%, reflecting deposit margin expansion and lending growth. The net interest margin of 2.13% was one basis point higher as operating profit lifted slightly to £6.2 billion and earnings per share (EPS) rose by 12% to 53.5p. A final dividend of 15.5p is due to be paid on 28 April, meaning an increase for the year of 26% to 21.5p a share. About £4 billion of capital was returned to shareholders, while government ownership is down from 38% in December 2023 to less than 4%.

How have shares performed? Up 83.3% to 402.1p (466.6p on Thursday).

How much is the boss paid? Paul Thwaite, who has been chief executive since July 2023, got total remuneration of £4.9 million for 2024. This compares with the £5.25 million received by predecessor Alison Rose in 2022. Thwaite’s total figure included fixed pay of £2.47 million, which is made up of his base salary and an equivalent share allowance paid quarterly. An annual bonus of £890,000 was based on 77.93% of the maximum opportunity, while the vesting of long-incentive shares granted in 2022 contributed £1.57 million to the total. This included £824,000 from the impact of the strong share price performance over the three-year period.

How was variable pay determined? Targets for return on tangible equity and income growth were exceeded as the part of the annual bonus scheme determined by financial metrics produced a weighted outcome of 50% out of the maximum 60%. The rest of the annual bonus was driven by strategic and personal goals.

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Why is the remuneration policy changing? The previous policy was approved at the 2022 AGM with 92.75% of votes in favour. NatWest is now the only major UK bank operating a restricted share plan as its long-term incentive scheme, as well as the only one to operate on a 1:1 ratio between variable and fixed pay. It believes the proposed changes will strengthen the link between reward and performance.

How is remuneration policy changing? The long-term incentive plan is set to switch to a performance-linked scheme capped at 300% of salary. This compares with the use of restricted shares with the maximum set at 150% of salary. The awards will be tied to stretching targets, directly linked to the bank’s strategy and weighted 60% on financial performance. The annual bonus opportunity, currently 100% of salary, will be increased to 150% of salary. While the new policy results in higher pay at maximum performance, pay only increases marginally for om-target and will be lower than the current policy at the lower threshold level. For 2025, Thwaite has the potential to receive a maximum annual bonus award of £1.76 million and £3.51 million for the long-term incentive plan, lifting to £5.3 million in the event of a 50% rise in shares over the three-year period.

Why is the fixed share allowance being kept? From April 2025, Thwaite’s salary is due to increase by 2% to £1.18 million, a sum matched by the award of a share-based allowance. The remuneration committee said: “We are aware that other UK banking peers may change the balance of their packages in response to the bonus cap removal. While peer practice is one factor that we consider, we do not believe this would be appropriate for us at this time.” It points out that the removal of the fixed share allowance would have required an even greater increase in variable pay opportunity in order to retain market positioning. 

What about other staff? A 2024 bonus pool of £446.6 million is 25.4% higher than in 2023, when there was a reduction to reflect the impact of missed guidance during the year. 

How did last year’s AGM go? The annual remuneration report was approved with 97.83% of votes in favour.

How’s the company doing on diversity? The gender split of the board at the end of 2024 was 45% female, including in one senior role. Two board directors are from a minority ethnic background.

Aviva

When: 9am, Wednesday 30 April.

Where: The Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, BS34 8SW.

How to participate: The meeting will be available online, with the ability to vote and ask questions. Proxy voting instructions should be returned no later than 9am, Monday 28 April. More AGM details can be found here.

Who’s in the chair? George Culmer, the former chief financial officer of Lloyds Banking Group, has been in the role since May 2020.

How did the company do in 2024? Adjusted operating profit increased by 20% to £1.77 billion, reflecting 57% growth in UK and Ireland general insurance following a strong underwriting performance and higher investment income. There were also strong contributions from wealth and retirement and Aviva Investors. IFRS profit of £705 million fell from £1.1 billion in 2023 due to investment variances as a result of higher interest rates. Basic earnings per share dropped to 23.6p from 37.7p the year before. The final dividend for payment on 22 May has been increased by 7% to 23.8p a share, resulting in a total for the year of 35.7p.

How have shares performed? Up 8% to 468.8p (559p on Thursday).

How much is the boss paid? Amanda Blanc’s salary has increased for this year by 10% to £1.23 million. Her total remuneration for 2024 amounted to £7.2 million, which was broadly in line with the previous year’s £7.3 million. The figure included cash and shares worth £2.2 million after the annual bonus scheme paid 98% of the maximum opportunity, the highest percentage of the past decade for the role of CEO. The 76.6% vesting of long-term incentives contributed £3.68 million, including £381,246 due to share price appreciation.

How was variable pay determined? The formulaic outcome of the annual bonus scorecard was 80.5%, which reflected measures such as cash remittances, operating profit and efficiency. The remuneration committee also applied a 35% adjustment to the bonus outcome in recognition of Blanc’s “exceptional” individual performance. Factors behind the vesting of long-term incentives included the result on the three-year total shareholder return, which at 48% compared with 27.1% for the FTSE 100 and 33.9% for the company's comparator group.

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Why the big rise in base salary? The remuneration committee described Blanc’s performance since her appointment in 2020 as exceptional, adding that Aviva’s total shareholder return has been more than 155% during her tenure. It has also returned £10 billion to shareholders since 2020, including a £300 million share buyback in 2024 and upgraded dividend guidance. Whilst 10% is above the overall percentage increase of 4.2% for Aviva’s UK staff, the committee is mindful of the need to ensure her salary remains competitive in UK and European terms.

How did last year’s AGM go? The annual remuneration was approved with 97.59% of votes in favour, while the binding vote on the new three-year remuneration policy got 97.66% support.

How’s the company doing on diversity? The representation of women on the board at the end of 2024 was 46.2%, including the role of CEO and chief financial officer. The company meets the Parker Review target to have at least one director from an ethnic minority background.

Rolls-Royce

When: 11am, Thursday 1 May.

Where: Rolls-Royce Learning and Development Centre, Wilmore Road, Derby, DE24 9BD. 

How to participate: Those joining virtually will be able to log into a live webcast, ask questions to the board in real time and vote on the business of the meeting. Proxy voting instructions should be returned by 11am, Tuesday 29 April. More AGM details can be found here.

Who’s in the chair? Anita Frew, who has two decades of board experience in industrial manufacturing and financial services companies, has held the role since October 2021.

How did the company do in 2024? The civil aerospace, defence and power systems business generated revenues of £17.8 billion, up from 2023’s £15.4 billion. Free cash flow lifted to £2.4 billion from £1.3 billion the year before and underlying operating profit to £2.5 billion from 2023’s £1.6 billion. Earnings per share jumped to 20.29p from 13.75p while net cash of £475 million compared to debt of £1.95 billion the previous year. Dividends are to resume with the payment of 6p a share on 16 June. This is worth approximately £504 million, based on a 30% payout ratio of underlying profit after tax. 

How have shares performed? Up 90% to 568.6p (797p on Thursday).

How much is the boss paid? Tufan Erginbilgic’s (pictured above) base salary increased at the start of March by 5% to £1.37 million. His total remuneration for 2024 amounted to £4.1 million, which included an annual incentive plan award of £2.6 million in cash and deferred shares based on 97.3% of the maximum opportunity.

How was variable pay determined? The performance measures for 2024 were weighted 80% towards group performance and 20% towards personal targets. Both free cash flow and underlying operating profit were ahead of the maximum threshold. Underlying operating margin performance of 13.8% was ahead of the level required to trigger a maximum payout, while operating cost performance was also ahead.

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What about future pay levels? Under the new remuneration policy, the first grant of long-term incentives was made to executive directors in May 2024. For Erginbilgic, his annual awards are worth 375% of salary and based on a three-year performance period with vesting subject to a mandatory two-year holding period. The performance measures are free cash flow (30%), operating profit margin (30%), Scope 1 + 2 emissions (10%) and relative total shareholder return (30%) assessed against the FTSE 100 and the S&P Global Industrials index constituents.

How did last year’s AGM go? The new three-year remuneration policy was approved with 95.59% of votes in favour, while the annual remuneration report got 97.99% support. 

How’s the company doing on diversity? The board continues to maintain gender parity, with women in two senior roles. One director is from an ethnic minority background.

Unilever

When: 11.30am, Wednesday 30 April.

Where: The Queen Elizabeth II Centre, Westminster, London SW1P 3EE.

How to participate: A live webcast of the AGM will be available but shareholders following remotely will be unable to submit questions during the meeting. They are encouraged to do so in advance of meeting up until 1pm, Friday 11 April. The deadline for proxy voting instructions is 11.30am, Monday 28 April. More AGM details can be found here.

Who’s in the chair? Ian Meakins, the former Wolseley and Travelex chief executive, took on the role in December 2023. He is also chair of Compass.

How did the company do in 2024? Underlying sales growth of 4.2% was driven by the Beauty & Wellbeing and Personal Care divisions. Turnover increased 1.9% to 60.8 billion euros (£50.9 billion) and underlying operating profit by 12.6% to 11.2 billion euros, reflecting a 170-basis points improvement in operating margin to 18.4%. Underlying earnings per share rose 14.7% to 2.98 euros. A fourth-quarter dividend of 45.28 euro cents a share is due to be paid today, representing an increase of 6.1% on a year earlier. It has returned 5.8 billion euros to shareholders through dividends and share buybacks in 2024.

How have shares performed? Up 20% to 4,548p (4,518p on Thursday).

How much was the former boss paid? Hein Schumacher, who was chief executive between June 2023 and March this year, received total remuneration for 2024 of 5.5 million euros. This included an annual bonus worth 3.4 million euros based on 81% of the maximum opportunity. He was not eligible for the 2022-2024 long-term incentive scheme. As his departure is by mutual agreement, he is eligible to receive a payment in lieu of notice up to February 2026 and to receive a bonus for the period to 30 April.

What about the new boss? Fernando Fernandez received total remuneration of 5.1 million euros as chief financial officer in 2024. This included an annual bonus of cash and deferred shares worth 1.7 million euros and 1.5 million euros from the vesting of long-term incentives. As chief executive, his base salary increased in March to 1.8 million euros.

How was variable pay determined? The annual bonus outturn was driven by outperformance on underlying operating profit growth and free cash flow, offset by below target performance on underlying sales growth. 

What about the chair’s fee? This is set to increase by just under 10% to £725,000, which the remuneration committee said aligns with the market median fee of the FTSE 30 whilst recognising that the size of Unilever is considerably above the upper quartile of this group.

How did last year’s AGM go? The annual remuneration report got 97.96% support, while the binding vote on the new three-year remuneration received 97.69%.

How’s the company doing on diversity? The gender split of the board at the end of the year was 44% female, including the role of senior independent director. There was 33% ethnic minority board membership.

Relx

When: 9.30am, Thursday, 24 April.

Where: Lexis House, 30 Farringdon Street, London EC4A 4HH.

How to participate: Proxy voting instructions should be returned no later than 9.30am, Tuesday 22 April. Questions in advance of the meeting should be submitted no later than 12pm on Wednesday, 23 April. More AGM details can be found here. 

Who’s in the chair? Former Sage chief executive Paul Walker was appointed in 2021. He also chairs the board of Ashtead Group.

How did the company do in 2024? The information-based analytics and decision tools business said revenues of £9.4 billion rose 7% on an underlying basis, while adjusted operating profit lifted 10% to £3.2 billion. An adjusted EPS figure of 120.1p rose 9% on a constant currency basis. A final dividend for 2024 of 44.8p is due to be paid on 19 June, resulting in a 7% increase for the year to 63p.

How have shares performed? Up 17% to 3,629p (3,860p on Thursday). Total shareholder return has outperformed the FTSE 100 over the last three-, five- and ten-year periods.

How much is the boss paid? Erik Engstrom’s base salary for 2025 has increased by 2.5% to £1.45 million. His overall remuneration for 2024 amounted to £13.5 million, taking the total since 2015 to £100 million after £15 million was awarded in 2023. Last year’s figure included cash and deferred shares worth £2.25 million, which was based on 79.7% of the maximum annual bonus opportunity. The 97% vesting of long-term incentives contributed £9.6 million to the total. He holds 1.17 million shares in the company, worth about £46 million.

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How was variable pay determined? Financial measures accounted for 90% of the annual bonus, with cash flow and adjusted net profit providing the largest contribution to the outturn. The vesting of long-term incentives was based on total shareholder return, growth in adjusted earrings and return on invested capital over the three-year period,

How did last year’s AGM go? The annual remuneration report was approved with 96.05% of votes in favour. The 2023 AGM approved the remuneration policy with 95.87% support.

How’s the company doing on diversity? The gender split of the board is 40% female, including one senior position. At least one board member is from a minority ethnic background.