Ann: Notice of Annual General Meeting/Proxy Form, page-8

Here is the reason given for handing out "performance shares" to management and board.  I have highlighted only the resolution for the Chairman, Toko Kapea...but identical language has been given for all the others.
The Board has resolved to issue to Mr Toko Kapea, subject to obtaining the requisite and priorShareholder approval for the purposes of Listing Rule 10.11, 250,000 Performance Rights(Kapea Performance Rights) in recognition of the past performance of Mr Kapea, and inparticular a 67% increase in the Company’s Share price – namely from A$.09 to A$0.15 perShare – in respect of the period between 1 July 2017 and 30 June 2018.

So they are patting themselves on the back for a share price increase.

Now the number of shares being given out is not much to get upset about...a total of less than 5 million shares for all management and board members. 

However, they should have had the decency to give some other reason for giving themselves performance shares...like cost reductions (which is fully under their control), EBITDA  (which is partly under their control), along with the share price.  Only share price is a poor corporate governance objective.  By their logic, we should claw back the performance shares if the share price falls below 15 cents by June 30 2019.  But then this is a terrible corporate governance company, so one should not hold one's breath for getting obvious changes in such items.

One item that caught my attention is that RIM is expected to take part in the buy back of shares...otherwise their holdings go above 20% and trigger takeover clauses.  It seems logical that RIM will be the last seller of shares back to BRL...so instead of 75 million shares, the real number of buyback shares may be 60 million shares.  If somehow RIM does not take part in the buyback, they go from 20% to 25% of share ownership.

The company is proposing a completely new constitution.  It is all legalese to me...it would have helped if someone from the company had the decency to explain what it all means to us minority shareholders.  Now you have to wade through page after excruciating page of lawyer speak without really understanding what we are being forced to swallow.  I hope someone in Singapore has read all this.  Or perhaps the whole thing has been written up in favor of our Singapore investors?

It all stinks of terrible corporate governance.