Ann: Notice of Annual General Meeting/Proxy Form, page-198

No way of knowing. We know that JK doesn't consider Red 5 a related party, despite the fact that it's heavily linked, so it could be Red 5 without JK technically lying saying that it wasn't the BOD's decision to write the most weakly worded resolution giving the directors bizarre discretionary powers that I've ever seen.

Even if it isn't Red 5, it's clearly someone in JK's back pocket. At the end of the day, he has enough votes to do whatever he pleases. It's all just PR now.