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IT Capital shareholders get the pip over options

By Aimee McClinchy

Friday 1st September 2000

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The board of IT Capital was forced to throw out a proposed directors' fee increase after shareholders complained at a marathon annual meeting this week.

The directors defended the company's share and option schemes as de rigeur in the new "e-conomy" in the face of criticism from shareholder rights campaigners Brian Gaynor and Bruce Sheppard.

In a two-and-a-half hour meeting they criticised the directors for failing to have a code of disclosure and for buying shares and options at a discount. On at least one occasion a director bought shares at 7c when the shares were trading at 28c.

"I'm comfortable with your [day to day] management but I'm not comfortable with your corporate governance," Mr Sheppard said.

A resolution to increase directors' fees to $150,000 each was defeated after shareholders pointed out it did not say where the extra money would come from, and so did not comply with the company's constitution.

IT Capital chairman John Robertson withdrew the resolution, saying it was a "distraction." He added the board was looking at adopting a code of some form, in line with both New Zealand and Australia, where IT Capital is listed on the ASX.

The directors strongly disputed all the claims made about impropriety in their own share buy-ups and said the company was duplicating a US IT company, Safeguard, which has had one of best growth rates for an IT firm.

Option schemes for directors and staff was becoming a well-used method, especially in such IT companies, and those occasions referred to had been part of management contracts, the directors said.

Chief executive Mr Dittus said the company planned to tackle the "new e-conomy" by partnerships with international venture capital funds.

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