Fonterra's board wants a 1% pay rise, on top of substantial rises granted in recent years.
In 2008 the chairman was paid $250,000 and directors $120,000, with discretionary payments for committee heads of $20,000.
In a notice ahead of the dairy giant's December 17 annual meeting, the directors have put forward a proposed 1% increase on the current amounts, which are $400,000 for chairman, $160,000 for directors and $30,000 discretionary payments for committee heads.
The notice says in coming to its decision the directors' remuneration committee, headed by Rodney Wilson, considered market expectations and trends for directors fees here and overseas, workload expectations and "relativities between different roles".
"The committee believes it is important to set realistic fee levels, having particular regard to the broader market to ensure skilled directors are attracted and retained on the board."
The committee has also approved its expense reimbursement policy, which includes "actual and reasonable" expenses, including "reasonable travel expenses for directors' spouses and partners".
Fonterra farmers are also asking to approve a 1% hike in fees for shareholder councillors.
Constitutional changes mooted at the meeting include reducing the number of shares farmers can place with the Fonterra shareholders' "trading among farmers" fund from 25% to 20% and reduce the threshold on the aggregate number of "dry" shares to be held from 25% to 15%.
Also, it is proposed to limit to one-third the number of shares a farmer can sell at once into the shareholders' fund.
The board and shareholder council have recommended shareholders vote against a proposal put forward by former Federated Farmers dairy chairman Lachlan McKenzie to change the constitution, which he says aims to protect the number of farmer-appointed representatives on the board and ensure only farmer-elected directors can vote for the chairman.