I've just read thru' the "explanatory notes" which accompany the...

I've just read thru' the "explanatory notes" which accompany the voting paper.
Although the proposed issue of shares to Directors is a little irregular, it doesn't really bother me. The proposed number of shares to be issued is small in the context of the total number of shares on issue, and having Directors financially committed to the company is arguably a good thing.
The thing that concerns me is Resolution 11.
The current maximum aggregate of $250K accomodates 4 non executive Directors, and their actual aggregate in 2009 per the annual report was $220.5K.
The proposed increase to $400K is there to accomodate the new appointment, Dr John Armstrong, and also as stated, to enable fee increases.
On the assumption that Dr Armstrong is paid $42K the aggregate would rise to $262.5K plus whatever fee increase they pay themselves.
I am really troubled by a $26m revenue company requiring 5 non executive Directors ($262.5K+) in addition to a well paid CEO ($400K+) and a number of well paid senior management executives.
To get my vote, they will have to be more specific regarding what Dr Armstrong actually brings to the company.
I think that they should not be able to get away with " he brings experience and industry expertise etc" and leave it at that.
I hope that the major shareholders with the voting power share my view.
PS The way I see it Dr Armstrong cannot be elected unless Resolution 11 is passed in it's present form or the proposed aggregate is modified to a lesser amount which would still accomodate his fee.