Former Elan chairman and chief executive Mr Donal Geaney is to receive his basic salary of more than $1 million (€1.02 million) per year for remaining as an adviser to the company's board.

Former chief financial officer Mr Tom Lynch will also receive $687,500 for remaining available to the company.

Elan's new chairman, Dr Garo Armen, confirmed at the annual meeting yesterday that both men would remain with Elan, on basic pay, for a two-year period.

"Because of their history with the company, they represent an enormous wealth of knowledge that we need to be able to tap into at will," Dr Armen said.

"Their role is to keep an office and be paid a base salary consistent with past history of salaries and avail themselves to us for a period of two years."

Mr Geaney and Mr Lynch stepped down in July after their positions became untenable in the wake of the share price collapse.

The two men, both former accountants, had been the driving force behind Elan and the brains behind the sophisticated financial structures the company is now seeking to unwind.

Dr Armen said they would not receive options or bonuses and neither man had received a severance package. He defended their continued employment, saying the board had decided this was the most appropriate way of managing the transition.

"While the perception of them running the company into the ground persists, these are individuals who worked very hard for the company for a long time."

While he conceded that there had been "decision-making paralysis" at Elan, which had necessitated a change of leadership, he said there had been no impropriety at the firm.

"We haven't found any impropriety, any illegal action, any lack of disclosure of financial information," he told shareholders.

The long-awaited meeting proved a lacklustre affair, with around 150 people, including advisers, in attendance.

However, shareholders delivered one surprise, blocking a resolution allowing Elan to place shares.

The board failed to get majority backing for a special resolution that would allow it to allot shares for cash without first offering them to shareholders.

Just over 73 per cent of shareholders backed the motion, short of the 75 per cent needed to approve it. Although the company could not say which shareholders had blocked the motion, the size of the vote against it suggests that a number of large institutional investors must have opposed any further dilution of their stakes in the company.

However, Elan said the failure of the resolution would not have any impact in the short-term as it had not intended doing a placing with the share price so low.

But it does restrict the company's options, which could have implications for repaying the $1 billion convertible bond, which can be repaid in shares or cash.

All the other motions were passed, including improvements to Elan's stock-option plan, a move designed to retain key scientific and technical staff tempted to leave given the uncertainty surrounding the company.