Read the following scenario and answer all of the following questions. Refer to relevant cases and statutory law in your answers where appropriate.

Hamish, Daoshi and Lara are all executive directors of Thrive Pty Ltd ('Thrive'), a company which manufactures children's toys. Hamish is the Finance Director and is in charge of the company's accounting systems. Daoshi leads the company's information technology systems. Lara is the Managing Director overseeing manufacturing and production.

Thrive has been experiencing financial difficulties due to higher labour and production costs and greater competition. Thrive returned little profit last year. As a result, Thrive has diversified and commenced large construction projects in the last 6 months (since January), which have been discussed in various board meetings. In the last year, the board has met once per fortnight. The company constitution contains a clause requiring that any contracts entered into by the company over $500,000 must be approved by the shareholders.

Hamish is planning to take three months long service leave overseas from April to June and will delegate his responsibilities to Daoshi whilst he is away. Hamish is doubtful that Daoshi has the expertise to meet the responsibilities of the role and is concerned because Daoshi can be forgetful and slow to complete tasks. But no other director is willing to take on Hamish's responsibilities, so the board consents. Before Hamish leaves, he asks Sally, a Senior Manager, to obtain quotes to purchase land.

Meanwhile, Lara has been absent from the office as she has been busy setting up her own personal internet business. She has attended only five board meetings in the last year, and none in the last three months (from April to June). Lara is not aware of any construction projects.

In May, Sally provides a report to Daoshi, containing research on various parcels of land. Daoshi is too busy to read it, and says 'That looks fine, please go ahead'. At the next board meeting, only attended by Daoshi, he records the report and his decision to proceed. Following this, Sally proceeds to buy the most expensive plot for $600,000 which is owned by her sister. Sally's sister is so grateful because it is only worth $450,000, so she gives $25,000 to Sally as a gift.

The purchase of the land uses all available cash of the company, so the finance team is unable to pay incoming invoices. The Australian Tax Office has been repeatedly calling about an outstanding debt of $3,000, and Daoshi instructs his team to pay this in full out of fear of a statutory demand for payment.

At the company AGM in June, the shareholders vote against the company entering into any further construction projects. The shareholders are also demanding that they receive a company dividend. Daoshi forgets to lodge the required notification to ASIC regarding the AGM resolutions and Thrive is penalised with an $8,000 late penalty. When Hamish returns to work in July, he is concerned at the financial state of the company and orders a full financial audit to be conducted by an outside company.

a)Explain whether any directors have breached their duties, and whether any valid defences apply? Include reference to the penalties that a court could impose if any person is found liable. Support your answer with reference to statute and/or case law.