1、Recommendations of the Combined code1. Splitting the roles of the Chairman and Chief Executive.2. Half of the board to comprise of independent non-executive directors.3. Directors remuneration to be decided by the Ned comprised Remuneration committee.4. An Audit committee be formed from the Ned unde
2、rtaking an annual review of internal controls and regular reviews of risk management.5. Constructive dialogue with institutional shareholders is required.Procedure of members voluntary liquidation1. Special resolution be passed, which marks the commencement of the winding up process.2. A liquidator
3、is appointed by the company.3. the directors make a sworn statutory declaration of solvency, delivered to the registrar within 15 days.4. The liquidator convenes a meeting within 3 months from the commencement of the winding up to report on his transactions.5. A final meeting is called upon completi
4、on of the liquidation, with the laying of the liquidators final accounts.Powers of company auditors1. The right to access at all times, the companys books and accounts2. To compel the officers to provide such information and explanation as they consider necessary.3. To receive copies of all proposed
5、 resolutions.4. To attend general meetings5. To resign at any time.Termination of an offer1. Express rejection: saying no2. Counter offer (Hyde V Wrench)Though this should not be confused with a mere request for information per (Stevenson V McLean)3. Lapse of time either: Express implied- (Ramsgate
6、Hotel V Montefiore)4. Revocation subject to the following: It must be communicated at any time before acceptance (Routledge V Grant) It must be actually received by the offeree (Byrne V Van Tienhoven) Its communication may be via a reliable third party (Dickinson V Dodds) A promise to keep an offer open by the offeror is only effective when this promise has been bought by the offeree.5. Death
