Shops Ltd ("Supercool") is a publicly listed property development and investment company that in purchasing large parcels of land on which they then develop and operate shopping . The board of Supercool consists of one executive director, Derek Manning (who is also the Managing Director) and four non-executive directors, Bob Doggett, Marlene Manning (who is the chairperson), Tom Johnson and Bill Rogers. Of all the directors, only Derek and Marlene have any financial experience, the others being ex-builders. Jeff Finster is the CFO of the company and often attends board meetings to advise on the financial position and financial reports of the company. His team is also engaged in the valuation of new development opportunities that arise.

The investment model used by Supercool has been reliant and very high leverage ratios. However, in the post-GFC era this has meant that their banks have been less willing to provide long-term finance. In the next six months, they have a substantial portion of their finance on a number of properties falling due, and discussion of options for refinancing these amounts has been the topic of a number of board meetings.

Recently, an opportunity arose for Supercool to purchase a profitable shopping centre from Small Shops Pty Ltd, who are looking to get out of the shopping centre game and focus on their speciality, small suburban strip shops. Not having available funds or access to any bank funding, Derek proposed to the board that they purchase the shopping centre from Small Shops, issuing shares as consideration for the purchase. The board requested that Jeff's team prepare a report on the opportunity for consideration at the next board meeting.

Jeff's team is over-worked because of a loss of staff, but they prepare a report on the opportunity and the benefits of financing it through a share issue, though the report fails to note the fact that the existing rental income from the shopping centre is much lower than the industry average. At the next board meeting, Jeff presents his report. After reviewing the report at a very high level, the board approves the purchase relying on Derek's statement that 'given my many years of experience, the numbers on this purchase stack up and we should go for it.'

At the same meeting, Jeff presents the end of year financial reports for approval and release to the market. In the rush to value the shopping centre from Small Shops, Jeff had not adequately reviewed the financial reports and missed the fact that the short-term debt that was to fall due in the next six months had been classified as a long-term liability. In presenting the accounts to the board, Jeff made assurances that the reports had been adequately prepared and that they reflected the company's financial position. All the directors approve the reports for release to the market.

Advise as to whether:

(a) All the directors of Supercool have breached any of their statutory duties under the Corporations Act 2001 (Cth) in approving the end of year financial reports;

(b)The non-executive directors have breached any of their statutory duties under the Corporations Act 2001 (Cth) in relying on Jeff and Derek in relation to the purchase of the new shopping centre;

(c) Jeff, the CFO, has breached any of his statutory duties under the Corporations Act 2001 (Cth) in relation to his recommendation of the end of year financial reports for approval.

In your answer, consider any defences that may apply.