Wairau Bar Ltd (WB) specialises in providing diversity and inclusion training and solutions on issues related to CALD (Culturally and Linguistically Diverse), disability, gender, indigenous, LGBTQI+ and older age workers. It is not listed on the ASX and has about 500 different shareholders. It has eight directors. Hayden is the managing director, Tiddilik is the chief financial officer, and Kelly is the chief operating officer. James, Cook, Don, Bradman, and Sachin are non-executive directors. The board has a number of sub-committees. The audit committee is onesub-committee. The audit committee membership is made up of James, Bradmanand Sachin. Tiddilik was banned from directing companies for a year in 2002 for participating in5 bankrupt companies with adverse liquidator reports. In 2020 Hayden, Tiddilik and Kelly established a proprietary limited company inwhich they own all the shares equally called Zedong Pty Ltd (Zedong). Hayden,Tiddilik and Kelly are all directors of Zedong, with Kelly being the managingdirector. Zedong was established to implement a scheme designed by Kelly. Kellydeveloped a scheme to divert WB business to Zedong and to have Zedong focuson diversity and inclusion training especially in Asian companies. Zedong uses WBresources to help promote and implement this training. Kelly's Zedong plan causes WB considerable losses. Hayden, Tiddilik and Kellywork together to fraudulently alter the accounting records in WB to hide theselosses. The audit committee has not detected these losses for 3 years. Dunne has justreplaced James on the board as a director and was appointed to the auditcommittee. Dunne immediately noticed something odd in the books and hasdetected the irregularities in relation to Zedong. Dunne immediately contacted ASIC who is investigating. Focusing on duties and remedies found in the Corporations Act 2001 (Cth) andrelated case law, advise the above directors if they have breached any directors' duties.