How do other auDA members feel about the following Resolution, to be voted
upon at the AGM on Monday 8 November 2004 in Perth?

RESOLUTION

Source: http://www.auda.org.au/agm/agm2004-notice
Independent Directors' Fees (Agenda Item 4)

Purpose of Resolution
To ratify an increase in the amount payable to the independent Directors for
the next 12 months from $45,000 to $60,000.

The Resolution
"To ratify the Board’s resolution made at its meeting in October 2004 to
increase the amount payable to the independent Directors appointed under
Article 18.2(f) to an amount not exceeding the sum of $60,000 in aggregate
per annum such amount to be distributed amongst the said directors at the
discretion of the Board .''

PROXIES

For members who cannot attend the meeting but still wish to vote, a Proxy
Form (PDF) <http://www.auda.org.au/pdf/agm2004-proxyform.pdf> with
instructions is available. All qualifying members have the right to appoint
a proxy and the proxy does not need to be a member of auDA. Proxy forms must
be received by 5pm AEDT, Wednesday 3 November 2004.  They should be sent to:
- auDA Proxy, 107 Faraday Street, Carlton VIC 3053; or
- faxed to 03 9349 5711

COMMENTS

The Agenda for the October 2004 meeting has an Item 8: CEO's Contract and
Independent Directors' Remuneration
<http://www.auda.org.au/meetings/agenda-11102004>, but there are no minutes
for this meeting accessible at <http://www.auda.org.au/meetings/meetings>.

Does anybody know the basis for the $60,000 figure?

Does anybody know the basis for the $15,000 increase figure?

Has there been an independent, comprehensive evaluation of the performance
of the independent directors or independent director positions that would
justify the figure of $60,000 per annum?

I acknowledge that the $60,000 figure might be justified.

But as an auDA member, I seek genuine transparency in all key aspects of the
company's governance and operations.


Ian Johnston
auDA Member