Corporate governance is a subjective thing, it is not like yes, breached or no. Even though board agrees doesn't mean it treat other shareholders fairly.

Just like someone posted before, in partnetship, I hold 51%, you hold 49%, so I set my wages at Rm10K per month as MD, while you as normal director, I set your wages at Rm1K, and come to vote time, this resolution will still go true. But it doesn't mean it is truely fair or good or sincere corporate governance issue.