I guess that's what I would like to tease out.... no governance...

I guess that's what I would like to tease out.... no governance process in place, the Chair/Board let the MD take greater benefit than what is contemporary without questioning the timing, intention, integrity, validity or the interest of shareholders....

If it was implemented as you say, its negligent of the Board and abuse of powers by the MD for his own benefit which = Gross Misconduct = Summary Dismissal = "On your way with no pay"...

There's your case Mr Chair, save shareholders $537,000 plus oncosts and any further brand damage!