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MELBOURNE, Nov 19 AAP

November 19 2012, 6:19PM

Steel-maker Arrium has narrowly avoided a first strike against its executive remuneration package, as its chairman urged frustrated shareholders to keep faith in the company's mining-led future.

Chairman Peter Smedley said he was willing to engage with any suitor offering to acquire the company but that the recent $1.2 billion, 88 cents-a-share, offer by Hong Kong-based Noble Group and South Korea's Posco was not a fair price.

Some shareholders criticised the board and management at the company's annual general meeting on Monday about the woeful performance of its share price, noting executive salaries continued to rise.

Arrium's share price was just over three dollars in February 2011, and closed up 0.5 cents on the day at 72 cents on Monday.

The shareholders' meeting on Monday culminated in a significant protest vote of more than 19.6 per cent against the remuneration report.

However, this was below the first strike threshold of 25 per cent that can lead to a board spill if the vote is above the threshold two years in a row.

Mr Smedley rejected the view of proxy adviser CGI Glass Lewis that chief executive Geoff Plummer's salary of $2 million-plus was higher than similar-sized companies, saying Arrium was more complex due to its diverse mining, consumables, and steel-making segments.

Arrium also announced on Monday that Mr Plummer would leave the company next year, with a replacement to be appointed by halfway through 2013.

Mr Smedley said there had been no face-to-face meetings with the recent bid consortium, called Steelmakers Australia, and there was no need while the offer was too low.

He said the best defence against unfair offers was for the company to meet its targets and control what it could, such as costs, achieving iron ore shipments of six million tonnes a year and maximising earnings out of its other divisions such as steel making and mining consumables, including grinding.

"We believe we're doing everything possible to be competitive by international standards," Mr Smedley told shareholders.

The company released a quarterly report on Monday showing it shipped 1.6 million tonnes of iron ore in the three months to the end of September at about $US83 a tonne, down $US26 previously.

Mr Plummer told reporters after the annual general meeting that he was confident of near-term improvements in the iron ore and steel markets in China now that its leadership transition was over.

He was also hope of improvements in the mining consumables segment - with markets hoping for stronger economic growth.

Arrium is Australia's second biggest steel maker behind BlueScope.

By Greg Roberts