AGM alert: Rolls-Royce, BP, Relx

The elevation of Rolls-Royce Holdings (LSE:RR.) into the top five of the FTSE 100 index is set to be reflected in a lucrative new pay deal for the company’s chief executive Tufan Erginbilgic.

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At the company’s AGM next month, shareholders will be asked to approve a new remuneration policy that could net Erginbilgic as much as £24 million in the event that he replicates the success seen during the first three years of his tenure.

The remuneration committee said the chief executive and leadership team had been responsible for an unprecedented step-change in performance and that aligning pay arrangements with those of industry peers and the FTSE 10 was a strategic priority.

Rolls-Royce

When: 11am, Thursday, 30 April.

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 of the board in real time and vote on the business of the meeting. Proxy voting instructions should be returned no later than 11am, Tuesday 28 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 2025? Underlying operating profit of £3.46 billion with a margin of 17.3% compared with £2.46 billion and 13.8% the year before. Free cash flow of £3.27 billion rose from £2.4 billion the year before. A final dividend of 5p a share is due on 3 June, taking the total for the year to 9.5p and representing a 32% payout ratio of underlying profit after tax.

How have shares performed? Up 102% to 1,150p (1,283.5p on Thursday, making Rolls the fourth-biggest company in the FTSE 100).

How much is the boss paid? Tufan Erginbilgic’s total for 2025 amounted to £4.69 million, which included an annual bonus of £3 million based on 94% of the maximum opportunity. There was no vesting of long-term incentives as Rolls did not reinstate the scheme until May 2024.

Erginbilgic’s base salary has been increased to £1.58 million, up from £1.37 million in March 2025 after he received a 15.6% pay rise in September. Finance chief Helen McCabe’s salary has increased to £936,000 following a 17.7% rise.

Why the big increases? A benchmarking exercise over the summer identified a material gap to  levels of pay within Rolls’ peer group. The remuneration committee said the increases were a proactive measure that recognised the exceptional performance of directors. It said pay levels were now aligned to those typical in other FTSE 10 companies.

How else is remuneration changing? Erginbilgic’s maximum opportunity under the annual bonus scheme increases to 300% of salary, up from 200% previously. Long-term incentives granted this year have a three-year performance period and a two-year holding period, with a maximum opportunity of 750% of salary for Erginbilgic compared with 375% for the role of chief executive under the current remuneration policy. Erginbilgic’s total opportunity for 2026 under the proposed new remuneration policy is worth up to £18.5 million, rising to £24.4 million in the event of 50% share price growth on long-term incentive plan shares.

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What’s the background to the new policy? The remuneration committee said itsexecutives are highly sought after and that competitive reward arrangements are essential. It is competing for talent with global industrial and engineering peers and other major US employers, with less than 15% of 2025 revenues from customers based in the UK. The proposals are based on an updated peer group that includes complex global businesses, as well as those in its growth areas such as narrowbody aerospace and nuclear. Rolls said the current policy was developed in 2023 and was baselined to a median FTSE 50 position, whereas its market capitalisation ended 2025 at £97 billion as the sixth-largest stock in the FTSE 100. The remuneration committee said: “Our chief executive and leadership team have driven an unprecedented step-change in performance, and we believe that aligning our pay arrangements to reflect our current circumstances is a strategic priority to enable continued business outperformance.”

How has Rolls performed under Erginbilgic? About £88 billion of shareholder value was created  between his starting date on 1 January 2023 and the end of 2025. Mid-term guidance was delivered two years early, having comfortably exceeded expectations in 2025 results. Dividends have been reinstated, while a £1 billion share buyback was completed during 2025. The remuneration committee said an “exceptional” share price return of over 1,100% during this period far exceeds the relative performance of any of its industry peers.

What about fees paid to non-executive directors? The chair’s fee increased in September from £662,000 to £800,000, while the base fee for non-executive directors went up from £95,000 to £120,000. The remuneration committee said the review recognised the material change in market position of Rolls-Royce, an adjustment that means fees align with levels typical of those for a FTSE 10 organisation. A further adjustment of 4% was made at the start of March, taking the sums to £832,000 and £125,000 respectively. 

How did last year’s AGM go? The annual remuneration report was approved with 99.53% of votes in favour.

How’s the company doing on diversity? The board is 50% female, including two senior roles. One director is from an ethnic minority background.

BP

When: 11am, Thursday 23 April.

Where: International Centre for Business and Technology, Chertsey Road, Sunbury-on-Thames TW16 7LN.

How to participate: Shareholders can pre-submit questions up until 2 April. Proxy voting instructions should be returned no later than 11am, Tuesday 21 April. More AGM details can be found here.

Who’s in the chair? Albert Manifold, who was chief executive of Dublin-based building materials business CRH for a decade until December 2024, is hosting his first BP AGM.

Why is the board being streamlined? The number of directors at BP (LSE:BP.) is set to reduce to 10, compared with 13 prior to the AGM. Manifold said: “We believe that a leaner board is a more agile board, and that this is essential at this point in the execution of BP’s reset strategy. It will allow for faster decision-making and sharper oversight, both of which are critical to driving long-term shareholder value.” Melody Meyer has reached the end of her nine-year tenure, while Karen Richardson is stepping down after five years service. Simon Henry, who joined the board in September, will not be seeking election at this year’s AGM.

How did the company do in 2025? Underlying replacement cost profit of $7.5 billion fell from $8.9 billion a year earlier, reflecting a weaker oil price environment. Operating cash flow of $24.5 billion fell from $27.3 billion. Net debt was $22.2 billion, compared with $26.1 billion at the end of the third quarter and $23 billion a year earlier. A quarterly dividend of 8.32 US cents a share is due to be paid on 27 March, representing a rise of 4% on a year earlier.

How have shares performed? Up 10% to 432.8p (529.2p on Thursday).

How much was the former boss paid? Murray Auchincloss, who stepped down from the board by mutual agreement in December, received total remuneration of £5.3 million. This included an annual bonus of £2.6 million, which was based on 79.5% of the maximum opportunity, and £854,000 from the 23.3% vesting of long-term incentives. Auchincloss, who spent three decades at BP, will continue to receive his salary and benefits in line with his 12-month notice period. 

What about the new boss? Meg O’Neill joins BP on 1 April on a base salary of £1.6 million. This has been set at 2.5% above her predecessor’s level as it takes into account the workforce increase that he would have been eligible for in April. In agreeing to this pay level, the committee said it had considered her “proven track record as a high performing CEO within the sector”. O’Neill’s annual bonus opportunity is 225% of salary, with long-term incentives worth 500% of salary. She will receive relocation support to aid her move from Australia, as well as compensation for incentives forfeited on leaving her previous employer.

How was variable pay determined? There was no vesting under the financial element of the long-term incentive scorecard, nor for total shareholder return after BP was placed fifth in its comparator group. Progress against strategic changes announced in 2023 and reduction of greenhouse gas emissions accounted for the vesting outcome. The bonus scorecard result was driven by the above-target performance for modified free cash flow, as well as performance for structural cost reductions and reliability and availability.

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Is the remuneration policy changing? The current policy was last approved in 2023 with 94% shareholder support. Beyond a small number of updates to ensure continued alignment with evolving market practice, BP is  not proposing any significant changes.

What about special resolutions? Resolution 22 proposes changes to BP’s Articles of Association for the first time since 2018, including flexibility to permit the board to hold fully electronic general meetings in addition to physical or hybrid meetings. It said: “With an increasingly international shareholder base, we are continually looking for ways to improve the accessibility of our AGM and other events to all shareholders, not just those able to travel to south east England.” Resolution 23 proposes the retirement of two resolutions passed a number of years ago and which specify certain additional climate-related disclosures. The company believes these resolutions have been superseded by significant developments in mandatory disclosure frameworks. Resolution 24 has been requisitioned by a group of shareholders coordinated by Australasian Centre for Corporate Responsibility. It seeks enhanced disclosure from BP so that shareholders can better assess the value of the company’s upstream spending. A climate resolution by Follow This was not included in the AGM notice, having been included at previous meetings. The Dutch green investor group called the decision an unprecedented attack on shareholder rights.

How did last year’s AGM go? The annual remuneration report was approved with 95.54% of votes in favour.

How’s the company doing on diversity? The gender split of the board at the end of 2025 was 46% female, including three of the four senior board positions. Three directors identified as being from a minority ethnic background.

Relx

When: 9.30am, Thursday, 23 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 21 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 Sunbelt Rentals.

How did the company do in 2025? Revenues of £9.59 billion rose 7% on an underlying basis while adjusted operating profit of £3.34 billion lifted  9%. RELX (LSE:REL) reported continued strong growth in the Risk division and good growth with improving momentum in Scientific, Technical & Medical. Adjusted earnings per share grew 10% at constant currency to 128.5p, with reported earnings per share at 112.6p. A final dividend of 48p is due to be paid on 18 June, increasing the total for the year by 7% to 67.5p. The company’s policy is to pay out approximately half of adjusted earnings in dividends each year.

How have shares performed? Down 17% to 3,020p (2,587p on Thursday).

How much is the boss paid? Erik Engstrom’s total remuneration amounted to £11.43 million, which is down from 2024’s £14.6 million and the previous year’s £15 million after share price weakness impacted the value of long-term incentives. The 90% vesting outcome generated £7.39 million compared with £10.69 million from 97% in 2024. The remuneration figure included cash and deferred shares worth £2.34 million after the annual bonus scheme paid 81% of the maximum. Engstrom’s base salary rose in January by 2.5% to £1.48 million.

What about the finance director’s remuneration? Nick Luff’s salary now stands at £994,250 after he received a 2.5% rise in January on top of a 13.7% increase in July. The remuneration committee said last summer’s adjustment reflected the increased scale and complexity of the business and the fact that Luff is one of the most experienced CFOs in the FTSE 100. He has been in the role for over a decade, having held previous CFO posts at two other FTSE 100 firms. His total remuneration for 2025 amounted to £6.1 million, down from £7.5 million the year before.

How was variable pay determined? Organic revenue and adjusted operating profit growth drove the annual bonus payout, while Relx said the vesting of long-term incentives reflected its “very strong” performance over the past three years and the fact that total shareholder return outperformed its UK, US and European peer groups.

What’s in the new remuneration policy? The company wants to increase the CEO’s maximum annual bonus opportunity from 200% to 300% of salary and the CFO’s maximum from 200% to 225%. The CEO’s maximum grant under the long-term incentives plan will increase from 450% to 600% of salary and 375% to 450% for the CFO. This is accompanied by an increase in the shareholding requirement from 450% to 600% of salary for the CEO and from 375% to 450% for the CFO. Engstrom currently owns 26 times his salary and Luff about 11 times. Assuming maximum performance and 50% share price growth, the CEO’s remuneration would increase to £19.1 million and the CFO’s to £9.8 million.

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How do the new pay levels compare? Relx will be within the current upper quartile for FTSE 30, although this is prior to changes other companies may make at their AGMs. The company says it is significantly below comparator US levels. The remuneration committee believes that the proposed increases are appropriate given the performance over the past ten years, as well the increased size, complexity and geographic focus of the business. Around 60% of revenues are in North America, with the rest evenly split between Europe and the Rest of the World.

How has Relx done under Engstrom’s leadership? From 2010 to 2024, Relx said total revenues increased by 55% from £6.1 billion to £9.4 billion while adjusted earnings per share nearly tripled from 43.4p to 120.1p. Market capitalisation has increased over four-fold, from £12 billion at the end of 2010 to £55 billion at the end of last year.

How did last year’s AGM go? The advisory vote on the annual remuneration report got 95.68% support. The remuneration policy was last approved in 2023 with 95.87% of votes in favour.

How’s the company doing on diversity? The board comprises 40% women, including the role of senior independent director.  At least one director is from a minority ethnic background.