AGM alert: Shell, Legal & General, ITV

Shareholders at two popular FTSE 100 companies soon get to vote on a range of important issues including pay and a climate resolution. Graeme Evans explains what’s being discussed and why it’s important.

25th April 2025 08:03

Graeme Evans from interactive investor

Shell (LSE:SHEL) shareholders will have an updated strategy and another climate-related vote to consider when the FTSE 100-listed oil giant holds its AGM at Heathrow next month.

The meeting comes a few weeks after March’s New York capital markets day, when chief executive Wael Sawan revived the company’s “you can be sure of Shell” slogan in a presentation that outlined an ongoing intention to “deliver more value with less emissions”.

He said: “We are raising the bar across our key financial targets, investing where we have competitive strengths and delivering more for our shareholders."

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The company’s integrated gas and liquefied natural gas (LNG) business is at the heart of the latest strategy as Shell said it is looking to grow LNG sales by up to 5% a year.

However, a special resolution at this year’s AGM asks that Shell disclose how the assumptions behind its LNG growth strategy fit in with its climate commitments.

The resolution was filed in January by a group of institutional investors with $86 billion of assets under management, supported by the Australasian Centre for Corporate Responsibility and UK-based responsible investment organisation ShareAction.

Last year’s AGM saw almost a fifth of shareholder votes support a resolution calling on Shell to align its medium-term carbon reduction targets with the Paris Climate Agreement.

Shell

When: 10am, Tuesday 20 May.

Where: Online via the Lumi electronic meeting platform and at the Sofitel London Heathrow Hotel – Terminal 5, London Heathrow Airport, London TW6 2GD.

How to participate: As a hybrid meeting, shareholders can virtually attend via the Lumi electronic meeting platform. Voting instructions sent in advance must reach the company’s registrar no later than 10am, Friday 16 May. More AGM details can be found here.

Who’s in the chair? Former BHP chief executive Andrew Mackenzie was appointed in May 2021.

How did the company do in 2024? Adjusted earnings were $23.7 billion, down 16% due to factors including lower prices and weaker refining margins. The company recorded its second-best year on record for cash flow from operations, which at $54.7 billion was slightly ahead of the previous year. The dividend for the fourth quarter, which was paid on 24 March, rose by 4% to 35.8 US cents a share and resulted in a 7% increase for the year. The company recorded 13 consecutive quarters of at least $3 billion of share buybacks.

How is the company’s strategy changing? Shell’s recent capital markets day outlined plans to deliver more value with less emissions. It intends to grow its integrated gas and LNG business, sustain liquids production and to use disciplined capital allocations to drive cash flow resilience and higher returns in downstream, renewables and energy solutions. It said: “We are seeking to change the mix of energy products we sell to our customers as their needs for energy change. We believe we can make the greatest contribution to the energy transition by helping to enable our customers to switch to low-carbon energy products and services.”

How have shares performed? Down 4% to 2,476p (2,434p on Thursday).

How much is the boss paid? Wael Sawan’s base salary rose in January by 5.5% to £1.53 million. His total remuneration for 2024 amounted to £8.6 million, up from the £7.94 million received during his first year in the role. Predecessor Ben van Beurden got £9.7 million in his final year as boss and £17.8 million in relation to 2018 trading. Sawan’s overall figure included an annual bonus of cash and deferred shares worth £2.92 million, which was based on 80.5% of the maximum opportunity. The 68% vesting of long-term incentives and share price appreciation on these awards contributed £3.9 million to the total figure.

How was variable pay determined? Cash flow from operations accounted for 35% of the annual bonus scorecard, with the delivery of $54.7 billion coming in above the target of $46 billion. The outcomes for operational excellence, progress in the energy transition and safety were above target. On the vesting of long-term incentives, Shell ranked first against four other oil majors for cash flow from operations and second for total shareholder return. The outcome also reflected performance for free cash flow and energy transition against internal targets. Share price appreciation accounted for 19% of the total value of the CEO's award at vesting.

How was discretion used? Whilst highlighting a strong underlying safety performance, Shell said one person lost their life at one of its facilities in the Netherlands in 2024 and another in India in 2025, following an incident in 2024. In late 2023, an incident occurred in Nigeria which resulted in a fatality in early 2024. The remuneration committee applied downward discretion to the annual bonus outcome, equal to about 4% of salary for both executive directors.

How did last year’s AGM go? The annual remuneration report was approved with 94.83% of votes in favour. An advisory vote on Shell's approach to its energy transition strategy received 78% support, while an external resolution urging Shell to align its medium-term carbon reduction targets with the Paris Climate Agreement saw 18.62% of votes cast in favour.

Is there a climate-related vote at this year’s AGM? A special resolution filed by a group of investors and supported by ShareAction and The Australasian Centre for Corporate Responsibility calls for more transparency over Shell’s liquified natural gas (LNG) strategy. The resolution urges Shell to disclose whether and how its LNG demand forecasts, production and sales targets and capital expenditure are consistent with its climate commitments, including Shell’s target to reach net zero emissions by 2050.

How has the company responded? It says the resolution is against good governance and neither in the best interests of the company nor its shareholders. It intends to show how its LNG business reconciles with the broader strategy, including its climate commitments, by publishing a compilation of existing disclosures on its website before the 2026 AGM.

How’s the company doing on diversity? The gender split of the board is 42% female, with two of the four main board committees chaired by a female director. Three members of the board identify as being from an ethnic minority background.

Legal & General

When: 11am, Thursday 22 May.

Where: BMA House, Tavistock Square, Bloomsbury, London, WC1H 9JZ.

How to participate: Facilities will be available for Legal & General Group (LSE:LGEN) shareholders to join, ask questions and vote electronically. Questions submitted by 10am, Thursday 15 May will receive a response before the proxy voting deadline of 11am, Tuesday 20 May. More AGM details can be found here.

Who’s in the chair? John Kingman, who was appointed in October 2016, played a leading role in the Treasury’s response to the financial crisis.

How did the company do in 2024? The group, whose three divisions span institutional retirement, asset management and retail, recorded 6% growth in core operating profit to £1.6 billion. Operating earnings per share also rose 6% to 20.23p. The store of future profit improved slightly to £14.8 billion, while the solvency coverage ratio was 232%. A final dividend of 15.36p a share is due to be paid on 5 June, resulting in a 5% increase for the year to 21.36p a share.

How have shares performed? Down 8% to 229.8p (236.7p on Thursday).

How much is the boss paid? António Simões, who was CEO of Banco Santander Spain prior to becoming L&G boss at the start of 2024, has received a 3% increase in base pay to £1.21 million. His total remuneration for last year amounted to £10.6 million, which included the award of shares worth £7.4 million to replace those forfeited as a result of joining L&G. He also got £393,000 of relocation expenses and £1.4 million in cash and deferred shares after L&G’s annual bonus scheme paid 60.4% of the maximum opportunity.

How was variable pay determined? For executive directors, 70% of the bonus opportunity was based on financial performance. The outcome for adjusted operating profit exceeded target and the operating return on equity came in above maximum. There was no vesting of long-term incentive awards granted in 2022 after growth in earnings per share and total shareholder return came in below the threshold for the three-year period.

How did last year’s AGM go? The annual remuneration report was passed with 95.46% of votes in favour. The remuneration policy was approved with 95% support in 2023 and is due to be renewed at next year’s AGM.

How’s the company doing on diversity? The gender split of the board at the end of 2024 was 46% female, including one senior role. At least one director is from an ethnic minority background.

ITV

When: 11am, Tuesday 13 May.

Where: Maynard Theatre, at The King’s Fund, 11 Cavendish Square, London W1G 0AN.

How to participate: Proxy voting instructions should be returned no later than 11am, Friday 9 May. More AGM details can be found here.

Who’s in the chair? Former InterContinental Hotels chief executive Andrew Cosslett was appointed at ITV (LSE:ITV) in June 2022.

How did the company do in 2024? Total revenues fell 3% to £4.14 billion, with growth in total advertising revenue offset by a 6% decline in ITV Studios. Adjusted earnings rose 11% to £542 million, reflecting record profits in ITV Studios, higher profits and increased margin in Media & Entertainment and £60 million of efficiencies across the group. Adjusted earnings per share lifted 23% to 9.6p and pre-tax profits by 19% to £472 million. A final dividend of 3.3p a share is due to be paid on 22 May, resulting in an unchanged total for the year of 5p a share.

How have shares performed? Up 16% to 73.6p (80.8p on Thursday).

How much is the boss paid? Carolyn McCall’s salary for 2025 has increased by 3% to £1.07 million. Her total remuneration for 2024 amounted to £4.1 million, up from £3 million the previous year and the most she has received since becoming chief executive in 2018. The figure included an annual bonus of £1.75 million, which was based on 93.3% of the maximum opportunity. One‐third of this award is deferred into shares for three years. The second year of vesting of long-term Restricted Shares contributed £1.2 million to the overall figure.

How was variable pay determined? The bonus outturn of 93% is higher than the 56% achieved for 2023, which the remuneration committee said reflected an “outstanding financial performance” against the challenging targets set at the outset of the year. Half the 2024 annual bonus was based on adjusted earnings, which at £542 million was a significant outperformance of expectations from the time targets were set. The rest of the bonus was based on cash conversion, cost savings and a scorecard of ESG priorities, as well as individual strategic targets. ITV said financial targets were set to be stretching but realistic in the context of advertising market uncertainty. It added: “The committee recognises the share price has yet to fully reflect the opportunity of ITV’s strategic initiatives and transformation and the board remains confident that the investments made today will drive the long‐term performance of the business.”

How did last year’s AGM go? The new three-year remuneration policy was approved with 87.70% of votes in favour, while the annual remuneration report got 81.41% support. The remuneration committee highlighted a diverse range of views amongst investors, particularly in relation to the use of restricted shares for long-term incentives.

How’s the company doing on diversity? The board’s gender and ethnic diversity representation exceeds the FCA Listing Rules, Hampton‐Alexander and Parker targets.

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