Mango Travel Ltd (“Mango”) is a Hong Kong travel agency. There are 5 directors: Amy, Betty, Candy, Daisy, and Emily. A board meeting is called to assess a proposed new contract with a French hotel chain.

The meeting is attended by Betty, Candy, and Daisy (the quorum is set at 3 by Mango's Article of Association). Betty believes that the contract would offer Mango a valuable foothold in Europe but has not yet read the briefing documents supplied some days in advance by Daisy. Candy does not support the contract because it will mean a heavy additional workload for her. Daisy is strongly supportive of the proposal. Her younger sister is married to a major shareholder in the French hotel chain and she knows that the French hotel chain is well run and profitable.

After a short discussion, the meeting resolves to approve the contract on a vote of 2:1. Amy and Emily seldom attend board meetings and their lack of participation does not attract comment on this occasion

Advise Mango on:
i) director’s duties;
ii) disclosure requirement, using relevant legal authority to support your analysis.