Stones Ltd is a private company in the specialty food industry. It has four directors Maggie, roy, vos and Layla, who also hold shares in the company. roy, vos and Lily are full-time executive directors and Maggie has the smallest shareholding. Roy and vos are qualified auditors, but despite this they do not play an active role in the management of the company. Maggie is worried the business is not managed to its full potential and also claims that most of the affairs of the company are left to layla who lacks business experience. Nevertheless, Maggie generally takes a passive role within the company, as she believes that, even if she challenged her co-directors, no-one would listen to her.

Last year, due to the global pandemic, the company suffered serious financial difficulties. However, roy , vos and layla decided to increase their remuneration by 7% . In addition, all directors decided that no dividend would be paid to the shareholders that year. Finally, they started negotiations for a contract with another company that specialises in savoury snacks, but at the general meeting they used their majority votes to pass a resolution to the effect that their company had no interest in the contract. They subsequently obtained this contract for themselves.

Advice stones Ltd as to whether any of its directors are in breach of their duties