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 one sub-committee. The audit committee membership is made up of James, Bradman and Sachin.

Tiddilik was banned from directing companies for a year in 2002 for participating in 5 bankrupt companies with adverse liquidator reports.

In 2020 Hayden, Tiddilik and Kelly established a proprietary limited company in which they own all the shares equally called Zedong Pty Ltd (Zedong). Hayden, Tiddilik and Kelly are all directors of Zedong, with Kelly being the managing director.

Zedong was established to implement a scheme designed by Kelly. Kelly developed a scheme to divert WB business to Zedong and to have Zedong focus on diversity and inclusion training especially in Asian companies. Zedong uses WB resources to help promote and implement this training.

Kellys Zedong plan causes WB considerable losses. Hayden, Tiddilik and Kelly work together to fraudulently alter the accounting records in WB to hide these losses.

The audit committee has not detected these losses for 3 years. Dunne has just replaced James on the board as a director and was appointed to the audit committee. Dunne immediately noticed something odd in the books and has detected 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) and related case law, advise the above directors if they have breached any directors' duties.