SK, Talking very generally here, if a Director did not agree with others they can say so (they should say so).... but in my experience there are only a few that have ever managed to grow a pair at that critical stage. Someone with skin in the game with say a 22% stake would however not have that problem as they would vote based upon their own beliefs, not that of others that may have different views/agendas. As a result any recommendation would not be unanimous. The 22% shareholder would not be required to sell their shares at the 10c level if they did not agree.
Turning back to FMS, I have no problem with Todd Directors voting in the interests of Todd as that is what is expected, However those that are put up as Independent are the one's under pressure and they are the one's that need to step up and be prepared to fully explain why they think it is in the best interests of all shareholders that the Board of FMS should Delist, take out a ridiculous Loan to Buyback 10% of the Company Shares - all at a time when the company has minimal cash, no revenue and no plan to produce any revenue in the 3 yr period ahead. All it will achieve is to put the Company under enormous financial pressure which can only be alleviated by selling its core asset(s) or doing a dilutive capital raising.
In the end it comes down to 1 question that those Independent Directors need to answer, that is. Please explain to me (a shareholder) the benefits of FMS going into $30m debt with no capacity to repay, for the sole reason of buying back some pieces of paper that are not costing the company anything to leave on a Register ?
If any FMS Director can answer me that question in a coherent and meaningful way I am all ears. In fact why not stand up at the upcoming meeting in front of all shareholders and back up your decisions and do a Q&A session. If not, the exit door is usually stage left.