The long-serving chair of broker franchise company Mortgage Choice, Peter Ritchie, has announced his retirement from the board, with effect early in 2017.Ritchie made his announcement at the company's annual general meeting yesterday, where investors voted down the remuneration report.This is the third year in a row that the company's remuneration report has been voted down. However, the vote is technically a "first strike".After last year's second strike shareholders were given the opportunity to spill the board. They voted not to do that and their decision had the effect of "wiping the slate clean", according to a company spokesperson.In his chair's address Ritchie criticised the proxy advisers who had recommended a vote against the remuneration report.Ritchie said the recommendation was based on the fact that the company paid dividends to executive on shares they have in their incentive programs but which have not yet vested.Another issue was that the chief executives (including former CEO Michael Russell and current CEO John Flavell, who took over last year) had received 100 per cent of their bonuses in recent years.Ritchie said: "Mortgage Choice paid dividends to shareholders in the last 12 months of more than $20 million. The amount paid to the executive team in the incentive plan, in total among 16 people, is only approximately $150,000."An easy fix for this problem, of course, is to pay the same amount as part of the base package. We chose not to do that because getting those dividends ensures that the executive team have a vested personal interest in the amount of dividend."Regarding the CEO package, this is really only a difference in philosophy. As a chairman I know it is important to establish goals for the organisation which are a 'stretch' but I think people are most inspired if they are 'succeeding'."Proxy advisers also recommended against the re-election of two directors, Deborah Ralston and Rod Higgins, on the grounds that they had been on the board too long and had lost their independence.Ritchie said it was a bad call to recommend that shareholders vote against such experienced and respected directors.