KEY POINTS:
The directors of Hellaby Holdings have comfortably won a bid to increase their pay - despite some vocal shareholder opposition.
The vast majority of the 150 shareholders at the company's annual meeting in Auckland yesterday voted in support of the proposal to raise the total pool of directors' fees by 50 per cent from $250,000 annually to $375,000.
But a significant number also declined to vote, after it became clear their votes would not influence the outcome, given the 5.6 million proxy votes already cast in favour of the proposal.
The development means each of the Hellaby board's six directors - with the exception of chief executive and managing director John Williamson who receives no meeting fees - collects a $10,000 annual pay rise to $50,000. Chairman Bill Falconer's annual remuneration remains at $80,000.
Prior to the vote, Falconer said while the board could hold off on a fee increase, the issue of its directors not being paid at rates equivalent to companies of a similar size was not going to go away.
"The directors are extremely sensitive to the reality that now is not a good time to be seeking an increase in directors' fees, and we have had some suggestions that we withdraw the resolution.
"It became apparent as we continued our search for new directors that Hellaby's existing payments were below market norms, and that we could not realistically require directors to make the contribution we expect on an enduring basis at these levels."
Falconer cited the company's strong performance over the past year, including a reduction of core debt and the divestment of non-core assets such as the troubled BBQ Factory business.
Hellaby, which last increased board fees in 2006, made an after-tax profit of $4.7 million last year, but lost $9.8 million in the previous year.
Shareholders Association chairman Bruce Sheppard urged the board to consider some performance-based incentive rather than an across-the-board fee rise.
He pointed out that while some of the 2500 people employed across the company's 18 businesses could lose their jobs in the coming months, others will be counselled on restraint during the annual pay review - all this while the leadership was putting its hand up for a pay rise.
Another shareholder pointed out the disaster of the BBQ Factory investment.
"Performance is rewarded, not given as a matter of course."
But another said shareholders needed to look beyond the BBQ Factory.
"That was in the past. We cannot change what's happened.
"It is not a Contact Energy. It is a very modest increase."
Going up
* Hellaby Holdings will raise its total pool of directors' fees from $250,000 to $375,000.
* Each of the board's six directors - with the exception of chief executive and managing director John Williamson - gets a $10,000 annual pay rise to $50,000.
* Chairman Bill Falconer's annual remuneration remains at $80,000.
