Cy is a member of the board of directors of Dix plc, a construction company.

He also has a significant shareholding in Fox Ltd, a company specialising in supplying building material. Last year Dix plc entered into a contract to buy a large consignment of concrete from Fox Ltd. Cy attended the board meeting which approved the contract and voted in favour of it, without revealing any link with Fox Ltd. The contract price was substantially above the market price and Fox Ltd made a considerable profit on the contract.

Required:

In the context of directors’ duties, advise Dix plc whether Cy has breached any of his directors’ duties, and as to any action which might be taken against him.