" Who exactly approves the BOD compensation? Is there a group of preferred share holders or some oversight group other than the BOD itself that accesses and blesses their worth?"

You can't make this up..... the Compensation Committee of the BOD decides what the compensation of the BOD will be. Clifford's not on the Comp Comm. Carlton and Gloria are. It's about as self-serving as it can be.

http://investing.businessweek.com/research/stocks/people/committees.asp?ticker=PTSC:US