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QUESTION

It is the year 2011. Recycle Pty Ltd (Recycle) is a waste and recycling service company. It is owned by the majority shareholders - the Smith family. It has four executive directors Rob, Tim, Ken, and Anna. Rob has been a director of the company since 2000.

The company has the following provisions in its constitution

1. Management of Company: The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Board.
2. Exercise of powers by Board: The Board may exercise all the powers of the Company according to the Corporations Act and this Constitution.

The following conducts took place between December 2006 and December 2010.

The conduct one

The conduct two

Even though Recycle operates a successful business in Sydney. In recent years it has been looking for opportunities to expand its business in other parts of Australia. Anna, one of the managing directors, was approached by GreenTech Ltd, a company that is currently building a commercial recycling plant in Western Australia, and just announced a new partnership with a famous chocolate manufacturer, using a process that turns old polypropylene into clean material. The standard recycling process grinds up colored plastic to create a dull grey or black material that does not look attractive. GreenTechs new technology melts down plastic and then uses a gas solvent and filtration to separate out dyes, odors, and other contaminants, resulting in a clear material that looks like new plastic. Unlike some other new recycling tech, it doesnt use chemical reactions.

GreenTech approached Anna with the proposal that Recycle would purchase their new technology. Anna mentioned this to the board members at a board meeting and the board members were enthusiastic on the grounds that the technology might be beneficial for their business to grow and be more profitable. However, Anna informed GreenTech that Recycle could not be involved because the technology was too expensive. Instead, she told GreenTech that she would personally approach other recycling companies throughout Australia to purchase the technology and, if successful, she would like to be paid 10% of the sale price. However, Anna formed a joint venture company with GreenTech ABC Pty Ltd, and the venture proved a great financial success. Later, when some members of the Smith family queried about her previous proposal with GreenTech, Anna did not disclose anything to Recycle or the Smith family.

The new technology can recycle 119 million pounds of polypropylene, creating demand for nearby recyclers to begin to separate out materials. The product the technology helped to produce is already in such high demand that it has been pre-sold for the next 20 years. Big multinational corporations, which have a goal to make all their packaging recyclable or reusable by 2025, and which also aim to increase the recycled content in their packaging, announced that it was partnering with ABC Pty Ltd to help meet their goals. ABC Pty Ltd also aims to quickly scale up with plans to build 10 recycling plants in Australia.

REQUIRED.

Please advise Recycle Pty Ltd if any of its directors have breached their duties (Anna). Discuss by citing relevant Australian laws.