Expert Corporate Governance Service (ECGS)
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AstraZeneca - AGM 26 April 2019

Item 2: Declare a Dividend

 The proposed dividend is the same as that of the previous fiscal year. It has remained unchanged at $2.80 per share since 2015.  The Board maintains a progressive dividend policy and has the intention to maintain or grow the dividend each year with the aim of striking a balance between the interest of the business, financial creditors and shareholders. However, in the current year the dividend is not covered by earnings or free cash flow.  In fact, free cash flow has not been able to cover the dividend for five years in a row.  We recommend shareholders oppose.

 Item 6: Approve the Remuneration Report

 The remuneration structure is unsatisfactory. The quantum is excessive as the salary is quite high and actual incentive pay was more than double the ECGS guidelines limit. We recommend shareholders oppose.

 Item 7: Approve Political Donations

 The Company made $1,156,800 in political donations in the US during the year ($1,282,250 in 2017).  These donations are governed by US law and are not authorized by this authority.

 We are concerned with the political donations which have been made, especially given that the amount of the donations is very high in comparison with other UK companies that make political donations in the US. However, this resolution does not authorize political donations in the US. The Company has not made political donations in the UK or Europe and does not intend to do so.

 Nevertheless, the size of the authority requested is also much higher than market practice in the UK and ECGS guidelines. It is also unclear why a higher authority should be needed if the company has no intentions of using it at all. We strongly recommend shareholders oppose.


AstraZeneca is a holding company. Through its subsidiaries, Co. operates as a biopharmaceutical company engaged in discovering, developing, manufacturing and commercializing its pipeline of small molecule and biologic prescription medicines, including targeted business development through collaboration, in-licensing and acquisitions. Co. is focused on three main therapy areas: Oncology, Cardiovascular and Metabolic Diseases, and Respiratory. Co. is also selectively active in autoimmunity, infection and neuroscience. In addition, Co. works across small molecules, oligonucleotides and other drug platforms, as well as biologic medicines.


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