FIT24/7 Limited is a national fitness franchise and a publicly listed company. Their gyms provide quick 30-minute group fitness classes throughout the day, to busy professionals at their boutique studios in each capital city's central business district. On the board sit four directors: Amanda, Kellie, Joshua and a non-executive director, Stewart. Due to Covid-19, FIT24/7 took a major financial hit on its business operations, as fitness classes could not be delivered in person. The business has yet to recover from its financial losses for the last two and a half years. The board of FIT24/7 have now decided to expand their operations to one-on-one face to face personal training and online recorded classes. However, they lack capital to implement these ideas. At a board meeting on 1 June, Amanda (an executive director) suggests investing $100,000 into Sculpt Me, a device which zaps fat from the body. Amanda advises the board that this company has just developed a cutting-edge device that will help many who struggle with losing the last few kilos, and that the returns are promising. Unbeknown and not disclosed to the other directors, Amanda also works for Sculpt Me as a salesperson earning commission when she sells the device to beauty salon operators. Kellie, the board's chief financial officer and a director, peruses financial statements and is not confident it would be a good investment. She is however worn out from work and looking to step down from the board soon. She decides to make some minor amendments to the financial statements and does so reflecting a profit in the business and concealing the losses. During the next board meeting, Kellie presents the amended financial statement. Amanda and Stewart do not ask any questions about the financial statements and presume that if there was anything of concern then Kellie, as CFO, would have raised them. Due to time constraints, Joshua did not attend the meeting. My majority, the board of directors authorise the investment with Sculpt Me. By October, Fit24/7 Ltd is insolvent. Refer to relevant legislative provisions and case law in your answers to the following questions.

1. Have each of the four directors have breached any statutory duties? Which duties, and if so, are any defences available to them? 15 marks

2. What are the consequences (if any) of a breach of the Corporations Act for each director? 5 Marks