Jennifer Hedge $($Hedge$)$ is the managing director of Curtain Raisers Ltd $($CR$),$ a public company that is in the business of selling and installing blinds and curtains in residential homes and office buildings throughout Queensland and New South Wales. CR was incorporated three months ago with a constitution and is not listed on the ASX.

Clause $15$ of CR$$s constitution provides:

The managing director is responsible for marketing the company$$s business. The managing director is entitled to be reimbursed for all reasonable travel expenses incurred by the managing director in the course of his$/$her marketing duties.

Hedge and three major shareholders are the four directors of CR$.$ Hedge is not a shareholder and was appointed managing director of CR under an employment contract approved by the board shortly after CR$$s incorporation.

Over the past three months, Hedge has spent a lot of time visiting potential customers in Queensland and NSW$,$ including commercial building and property managers. Earlier this week at a board meeting, three issues came up and Hedge seeks your assistance and advice.

Advise Hedge $($by reference to relevant law$)$ on the following three issues that arose at the recent board meeting:

$($a$)$ Hedge produced receipts for the expenses she has incurred in travelling to meet with potential customers. However, the other three directors have refused to reimburse Hedge. The other three directors stated that CR is only required to reimburse Hedge if Hedge$$s employment contract provides for it $($Hedge$$s employment contract with CR says nothing about reimbursement of expenses$).$

$($b$)$ Hedge has been $$making some money on the side$$ from her visits to potential customers. Some commercial building managers need cheap tradesmen for general property maintenance work and so Hedge sometimes referred the commercial managers to tradesmen $($contractors$)$ that she knows. When a referral is successful, the tradesman pays Hedge $$1,000($a $$spotter$$s fee$)$ to express their gratitude for the referral. Hedge thought it was all harmless, but now she is not so sure.

$($c$)$ The board wishes to raise $$5$ million in additional funds for CR$$s operations by a public advertisement inviting applications to subscribe to an issue of new shares in CR$.$ Hedge wants to know whether she, as a director, can be personally liable to investors for any incorrect information contained in the advertisement.