Lowest Price in 15 Years, page-22

As per a few posts on 15 Feb., the query was raised about shareholders voting for or against a very large increase in the "cap" for non-executive director remuneration from $850k (currently paying $710k) to a cap of $1350k ("full amount" not to be used "immediately"). In essence, $140k flexibility still left to use currently as may be seen fit. Based on my reading (please DYOR), the primary rationale is:
1. the increased size and complexity of the company (assets nearly doubled with the SKE merger).
2. there have been no changes in the cap since 2010.
3. yada yada yada.
I have difficulties accepting the first argument since I doubt if the directoral functions are going to double in size and, if the relevant directors are worth their salt, the complexity (given the oft quoted synergies of the previously 2 separate operations) should not represent a major "ask" of them.
IMO, the Board should feel obliged to restore some modicum of the greatly diminished shareholder wealth before putting forward what some may regard as a bold request. In fairness, directors cannot be held liable for some of the painful and global commodity movements which are well outside their control but in times of rationalising costs, implementing savings and efficiency measures, and extracting synergistic benefits from comparable processes and systems, then maybe some of this focus should spill over to Board costs.
I am well prepared to reconsider this resolution in the future should that prove desirable to all stakeholders but right now I am casting an unfavourable eye over Res 2.
Cheers.