Harry is a non-executive director on the board of the Princes Merchant Bank Ltd ("Princes"). Mackie Consultant Pty Ltd ("Mackie") is an established financial advisory company which has had dealings with Princes. Mark is a director of Mackie and is also a non-executive director of Princes. Mackie has proposed a long-term consulting role with Princes which would generate a significant revenue income for Mackie. Mark has always been very vocal in the board meetings of Princes and in this instance, lobbies the directors of Princes to accept the deal with Mackie. While the board of directors of Princes generally know that Mark is a director of Mackie, they are not told that Mark will be paid a performance bonus by Mackie if the consulting deal with Princes is approved. Mark has also never officially disclosed his appointment as director of Mackie to the board of Princes. Harry's role on the board of Princes has been fairly insignificant as he is not considered to be 'in the club' by the other directors. As such he believes that whatever he says in board meetings will be ignored by the other directors and his vote will not change the decision of the board. He is suspicious of Mark and is uncertain about the value that Mackie will bring to Princes in the consulting proposal. Harry does not turn up for the board meeting at which the decision is to be made and, not surprisingly, the other directors vote in favour of approving the consultancy proposed by Mackie. In advising Harry and Mark, evaluate the facts for any potential breach of their directors' duties and also any actions that may be taken by ASIC. Your answer must include case law (where relevant) and the provisions of the Corporations Act 2001. [