Question $1$: Company Law. Mark Allocation: $25$ Marks The Housing Development Agency is a national public development agency. It promotes sustainable communities by making well$-$located land and buildings available to develop housing and human settlements. This Agency invited service providers to submit tenders for the provision of leased office space of about $1200$ square meters and parking facilities for the Housing Development Agency for a period of five $(5)$ years. The five $(5)$ directors of Free State Property Developers $($Pty$)$ Ltd $($the Company$)$ discussed the potential submission of a tender to the Housing Development Agency. They requested Mr Johan Phillips, also a director in the Company, to further investigate the matter since he is the life partner of the Chief Financial Officer $($CFO$)$ of the Housing Development Agency. Mr Thabo Mokoena, the life partner of Mr Phillips, indicated that he would assist the Company in securing the tender. However, Mr Mokoena required five per cent $(5\%)$ of the tender amount to be paid into his mother$$s bank account. Mr Phillips informed three $(3)$ other directors of the Company of his discussion with Mr Mokoena. The three directors and Mr Phillips subsequently met privately and agreed to deposit five per cent $(5\%)$ of the tender amount into the bank account of Mr Mokoena$$s mother. The deposit was to be recorded as an entertainment expense. Ms Sechaba, the fifth $(5$th$)$ director of the Company, was not invited to the meeting and was never informed about the decision of the four directors. The tender was awarded to the Company. A new accountant was appointed on $1$ January $2025.$ The accountant of the Company became aware of the bribery when she investigated the reason for an increase of R$1\mathrm{.}5$ million in entertainment expenses for the financial year ending $28$ February $2025.$ She also realised that the directors did not appoint an external auditor for the Company. The CFO, the fifth $(5$th$)$ director of the Company, Ms Sechaba, claims that she was not aware of the decision taken by the other four directors and the payment of five per cent $(5\%)$ of the tender amount into the bank account of Mr Mokoena$$s mother. However, she approved the payment to Mr Mokoena$$s mother. Ms Sechaba claimed that she trusted the former accountant and merely approved payments that she submitted to her for approval. The current accountant of the Company also became aware of the directors' declaration of dividends. On $31$ August $2024,$ the board of directors of the Company declared a dividend of R$2$ per share and set the record date as $1$ September $2024.$ The dividends were paid out on $30$ September $2024.$ Three $(3)$ of the five $(5)$ directors attended the meeting, and two $(2)$ voted in favour of the declaration of dividends. The shareholders intend to recover the amount of R$1\mathrm{.}5$ million from the company$$s five $(5)$ directors. $1\mathrm{.}1$ Evaluate the directors$$ conduct and decisions in terms of the Companies Act, $71$ of $2008.$ Do not refer to any other