QUESTION 2 [Total = 20 marks] Big Beef Ltd (Big Beef) runs a highly successful beef cattle farm and abattoir business near Rockhampton in central Queensland. The board of Big Beef is comprised of seven (7) directors. There are three (3) executive directors: Peter, the CEO; Colin, the CFO; and Stella, the company secretary and general counsel. The four (4) non-executive directors are: Alex, Ben, David and Meredith. Meredith is also the chair of the board. In recent years, Big Beef has secured lucrative contracts supplying high quality beef and beef products to Erewon, a developing country. Erewon has enjoyed political stability and growing prosperity for the past five (5) years, although it previously suffered from a long civil war. In May, Big Beef's shipment of beef was refused entry into Erewon. This was a consequence of the coronavirus (COVID- 19), that has hugely and adversely impacted the health of Erewon's citizens and its economy, igniting political tensions once again. Media coverage of Erewon's plight and fears that the country might be plunged into another civil war and the resultant fall in Big Beef's share price prompted a board meeting to be held to discuss concerns and possible action to allay fears of further reductions in the company's share price. At the board meeting, it was resolved that a press statement would be made to be released to the Australian Stock Exchange (ASX) the following day. The terms of the press release, which Stella dispatched to the ASX were as follows: While there are currently serious issues affecting Big Beef Lid and its supply of beef and beef products to Erewon into the foreseeable future, Big Beef Ltd is only affected in a minimal way. This is because Big Beef Ltd has diversified markets, with Erewon only comprising 10% of its total revenue streams. Big Beef Lid, therefore, continues to be a strong Australian company. In fact, Erewon comprises closer to 25% of Big Beef's revenue streams. There is no active discussion of the announcement by any of the board members after the meeting. When ASIC announces that it will be launching proceedings against the 7-member board, the directors all claim that they have no memory of discussing or approving the ASX announcement. The board minutes, however, suggest otherwise. From the minutes, it also appears that the motion to approve the ASX announcement was moved by Stella. Have any or all of the directors of Big Beef breached any statutory directors' or officers' duties? If so, which ones and what consequences might result