Questinn 3: Bill and Simnn were the exeCutiye directnrs nf an unlisted public cnmpany called First Class Racing Ltd. Philip, Helen and Rnbin were the nnn-executiye directnrs nf the cnmpany. Philip was alsn the chairman. The cnmpany is inynlyed in the develnpment nf an nn line betting system which thy hnped tn sell glnbally. The cnmpany had initial funds frnm investnts nf $12m and 1m sharehnldets. The funds were raised specifically tn develnp the nn line betting system. In May 212114 when Philip and Helen were away nn hnlidays, Bill, Simnn and Rnbin called a bnard meeting and passed the fnllnwing resnlutinn. The qunnim required fnr bnard meetings was 2 directnrs. The resnlutinns passed were: 1. Tn buy a race hnrse Enr up tn $5m 2. Tn award the deyelnpment nf the snftware cnntract tn a cnmpany called ITEW Pty Ltd at a cnst nf $5D2,D?E When Philip and Helen returned frnm hnlidays they fnund nut ahnut these twn transactinns. Further investigatinn by them shnwed that the hntse was nwned by Bill's father in law whn was fnrced tn sell because nf his impending diynrce. Bill did nnt disclnse this tn the nther three directnrs