agm and ceo share plan

I am very unhappy about another 7M shares being created for the CEO at the VWAP for the 3 months to 21st May and will vote against resolution 6.

My reasons are:

1. he received a 46% salary increase in 2009 and 180% increase in non cash benefits!! That's more than enough remuneration for 2009.
2. as well as a holding of 15M shares he has another 25M share options/rights of which 70% can be bought/exercised at 44c. This is more than enough incentive for the CEO to perform to his best.
3. If the 7M are voted for he will become, if all options etc are exercised, the 7th largest shareholder. This is way too much.
4. the number of shares he has and will receive is again out of proportion to the number of shares issued to ALL other employees. If I'm correct in 2009 the CEO received 17.2M and all other staff 15.1M. This ratio is woefully out of kilter.
Will this happen again in 2010?
5. The LTI reward is supposedly based on share price growth, dividends and capital returns. In PNA only the first naturally applies. To me it is unclear exactly what $ amount the CEO is being remunerated for and why. How were the figures of $1.2M and 7.152M shares calculated? If it's meant to be share price growth the sp at December 31st 2008 and 2009 were 9c and 57c. As far as I'm concerned the increase in the share price was mostly to do with the GFC passing us by, the refinancing and the substantial increase in the Cu price from US$2935 to $7377/ton and had very little to do with the CEO individually.
It's us shareholders, together with GRAM, that stumped up the cash. I would also say PNA was lax in getting its finance sorted out earlier. We ended up being thrown into the hands of Goldman so you know who gets the better deal in that situation.
The PNA share prce growthn is then compared to the ASX 300 Metals and Mining index so no wonder this large number of shares is being created. I can see no justification for this comparison to the ASX 300 sector.
6. It begs the question how did the CEO get rewarded with over 17M shares last year when the sp fell from 99c at December 2007 to 9c a year later?
7. Shouldn't share price growth also take into account the historic sp? I'm sure there are many shareholders like me who paid over a dollar for some of their shares. Let the CEO have more shares only when the sp rises above this figure.
8. The refinacing cost shareholders a lot of lost profit in 2009, so again it is inappropriate for the CEO to be rewarded in this way. I calculate Goldman picked up US$25M in fees/options. This reduced our NPAT by 40%!! ($38M to $)23M. The cost of issuing US$145M in shares was US$13M - a horrendous 9%!! (excl Goldman and GRAM issues)


I will vote against the re-election of Ms Withnall as she is on the remuneration committee too.

I'll also vote against resoltion 5. There is no need for another director. If GRAM want to assert their right to a 2nd director then an existing director should resign.

Anyone else going to join me in voting down resolution 6?