Leighton Holdings' minority shareholders have registered disapproval with the company's Spanish leadership, voting in big numbers against payouts to former executives and appointments of new directors.
Chairman Bob Humphris added to uncertainty about the status of independents on the Leighton board in the wake of majority shareholder Hochtief taking control of the board and management by announcing his retirement. Voters at yesterday's annual meeting reserved their strongest protest for the termination payout of about $25 million to former managing director Hamish Tyrwhitt and his deputy Peter Gregg.
About 11 per cent opposed the payments authorised in March when they were sacked to make way for Hochtief chief executive Marcelino Fernandez Verdes.
The size of the vote is significant given Hochtief, controlled by Spain's ACS Group, owns nearly 70 per cent of Leighton.
Australian Shareholders Association's Stephen Mayne said the payouts had been an indulgent use of shareholder funds.
About 8 per cent of shareholders opposed the election of Hochtief nominees Pedro Lopez Jiminez and Jose del Valle Perez as directors. However, the remuneration report - the conventional target of shareholder protest - did not attract as big a "no" vote.
Three independent directors' resignations became effective yesterday. Mr Humphris said Hochtief in March had decided which independents it wanted to go and who should stay.
The chairman said his decision to leave had been a "bombshell" to Mr Fernandez Verdes but came after putting retirement plans on hold last year. His predecessor, Stephen Johns, had quit along with two others over objections about Hochtief's stance on corporate governance.
"My decision to retire has absolutely nothing to do with the shape or the direction of the company," Mr Humphris said.
The only other independent director, Mike Hutchinson, was re-elected.
Mr Fernandez Verdes told the meeting that billions of dollars in outstanding receivables were likely to stay on Leighton's balance sheet until liquefied natural gas projects it was working on were completed and final agreements negotiated.
A big chunk of the $5.1 billion receivables reported at the half year is thought to lie with Leighton Contracting's troubled jetty contract at Chevron's Gorgon project in the Pilbara.