Bourse Ltd (Bourse) is a small public company that manufactures ice cream. Bourse has 3 directors Ben, Jerry and Sue, who are also significant shareholders as each of them hold 26% of shares in the company. The remaining shares in Bourse are held by several other individuals and companies.

Ben, Jerry and Sue founded Bourse back in 1990 after meeting at night school and becoming friends. However, in recent times, the relationship between Ben, Jerry and Sue has become very unfriendly. In fact, Ben feels that Jerry and Sue want to remove him from the company, or to at least punish him for some unknown reason. Jerry and Sue have not been inviting Ben to Board meetings, and so Ben has no knowledge of current events at Bourse.

Out of desperation, Ben decides to take a look at the company's books. He discovers by chance that Jerry and Sue have recently transferred company property (to the value of around $800K) into Jerry's name. Ben also discovers that Jack and Sue approved large “consulting” fees to a company which, upon further investigation, turns out to be owned by Jerry.

When Ben asks Jerry and Sue for their clarification on these secret transactions, they inform Ben they will use their combined 52% voting power to fire Ben from his job as a director in Bourse. Jerry and Sue claim that Ben "has not been properly doing his job as director for ages" and that he “doesn’t understand the business of Bourse at all”.

Question:
Which directors duties have Ben, Jerry and Sue possibly breached?

Make sure you use I.R.A.C. to structure your answer and make reference to the relevant sections from the Corporations Act 2001 (Cth) and case law.