Magda Wierzycka told BizNews before the Sygnia vote that she doesn’t bluff. If shareholders rejected her incentive scheme, she would think long and hard about walking. There’s no restraint of trade and only 30 days’ notice. The scheme passed with 82.6%. Job done? Not according to Piet Viljoen. Wierzycka, her family trust and her ex-husband own almost 60% of the shares between them, and all of them voted. Take their votes out and, by Piet’s maths, outside shareholders rejected the scheme by 58 to 42 at best. So who really won? Piet’s answer is short. He’s selling his shares too..By Piet Viljoen*.I wrote last week about a contentious remuneration scheme that Sygnia's shareholders were asked to vote on.Before the vote, Sygnia's founder and CEO, Magda Wierzycka, gave a wide-ranging interview on BizNews, which you can watch here. She said that if shareholders didn't support the scheme, she would sell her shares and move on to more profitable business ventures. Her exact words were:"Whether it's a vote of confidence in the decision-making I'm making or not, I have to look at it very carefully. I obviously will have to look at the percentage of votes. And then I have to consider it, and it's not a threat; I just don't want it to come across as if I'm resigning the next day. But I now have to think about it long and hard, which is why the board is doing what they're doing. No restraint of trade, nothing stopping me launching a competing business, none. And a 30-day termination notice. So I now have to think about it and ask: does it work for me psychologically, or doesn't it?"When discussing her potential departure if shareholders rejected the incentive scheme, she also said, "People always go and say, ‘Yeah, she’s bluffing.’ I don’t bluff.”So, let's look at the voting.At the meeting, 82.6% of shareholders voted for the scheme. Somehow, Ms Wierzycka, her family trust, and her ex-husband, who jointly own almost 60% of Sygnia's shares, were allowed to vote. If you remove their votes, as good corporate governance demands, outside shareholders voted, at best, 58/42 against the scheme. I don’t know whether any other related parties were allowed to vote, but I suspect they were.My take: Over to you, Ms Wierzycka. Personally, I’m with you. I’m also selling my shares..*Piet Viljoen is the founder of Re:CM. This is from his latest weekly newsletter - you can subscribe for your own copy by clicking here..Sign up for your early morning brew of the BizNews Insider to keep you up to speed with the content that matters. The newsletter will land in your inbox every morning on weekdays. Register here.Support South Africa's bastion of independent journalism, offering balanced insights on investments, business, and the political economy, by joining BizNews Premium. Register here.If you prefer WhatsApp for updates, sign up to the BizNews channel here.