He might have built the company into a diverse $1 billion media mini-empire over the past 13 years, but that didn’t stop Southern Cross Broadcasting’s institutional shareholders from almost voting down two pay resolutions for CEO Tony Bell at the AGM in Melbourne this morning.

A controversial resolution to reprice down last year’s 243,000 options from an out-of-the-money strike price of $14.08 to an in-the-money $12.35 was almost defeated despite pages and pages of justification arguing that the board stuffed up and Bell needed to be on the same deal as all the other senior executives. The proxies were 18 million in favour and 14.68 million against.

A seemingly less controversial proposal to issue Bell with another 50,000 performance rights with performance hurdles suffered a similar fate with 18.73 million votes in favour and 13.77 million against.

Chairman John Dahslen was more upbeat about the 90% vote in favour of the remuneration report although we had quite a lively argument about his archaic understanding of director retirement schemes, something which put an extra $190,000 into his pocket last year.

Dahlsen claimed these schemes are like normal superannuation for ordinary workers which is absolute rubbish. No one gets regular superannuation (as directors do) plus a lump sum of five times their annual salary just for hanging around for 15 years as the most lucrative schemes have offered in the past.

Crikey explained that these schemes operate like good behaviour bonds, rewarding directors for hanging around and providing a disincentive to resign and blow the whistle over a matter of principle. Dahlsen angrily denounced this view as “naive.”

The rest of the meeting was quite lively. Asked about ethics at Big Brother, Dahslen joked that “there aren’t any” and then simply said that Channel Ten is responsible for what goes to air, even though Southern Cross owns 49% of the Southern Star Endermol outfit which produces the program.

He said the company’s stable of shock jocks across the country are not stopped from criticising things like Big Brother’s soft-p*rn and he’d even heard Neil Mitchell hopping into it.

Asked if 3AW was still the most profitable radio station in the country and whether 2UE is profitable at all, CEO Tony Bell said he didn’t know about rival station profits and 2UE was only at break-even.

Dahlsen wasn’t worried about Macquarie Media dumping John Laws for Charles Wooley and said they can now distribute Laws through rival stations to Macquarie.

As to speculation about Macquarie Media taking over Southern Cross, Dahlsen said they’d had no discussions and that the valuations they were placing on their stations was very high and suggested Southern Cross’s stations were worth “an awful lot of money.”

If media ownership laws were deregulated, Dahlsen said lots of media companies would be interested in talking to Southern Cross.