1991

1. Coopers & Lybrand Deloitte paper on corporate governance and accountability, 30 January 1991

Paper summarises the issues in corporate governance and accountability, including responsibilities, current UK Legislation and EC Directives

2. Letter, dated 30 January 1991, from CB Gough to Sir Peter Gregson, Permanent Secretary, Department of Trade & Industry

The letter refers to a meeting which covered the relationship between boards of directors and auditors and the effectiveness of audit. It proposes a review of corporate governance and accountability.

3. Making corporate governance more effective, paper submitted on 1 February, 1991, to Accountancy Age

The paper briefly reviews issues in corporate governance: appointment of non-executive directors to the board and their contribution; the integrity of financial information; auditing standards and the responsibilities of auditors.

4. Letter, dated 5 February 1991, from Prof JP Percy, Institute of Chartered Accountants of Scotland

Letter advises the ICAS will set up a working party, chaired by Nigel Macdonald, on corporate governance and offering assistance. ICAS will set up a working party on corporate governance and enclosing typescript of an article, 'Making corporate governance more effective', announcing it. Article supposedly sent to Accountancy Age 1 February 1991.

5. Note about the EC eco-audit draft regulation, prepared by Barnus Ltd, environmental consultants, sent by Ronald Somerville

Covers proposed EC Regulation on the requirement for an audit of a company's environmental policy and performance. Includes handwritten note to Sir Adrian from Ronald Somerville

6. News release, 2 April 1991, from the Institute of Chartered Accountants of Scotland, Scots CAs set up corporate governance working party.

The brief is to consider : management's responsibility for financial statements; the need to require companies to maintain adequate internal control systems; the implications of these issues for the role of audit committees. Membership of the Committee is listed.

7. Draft, the purpose of the company - the next steps.

Proposal for a seminar of 20 people with suggested names to discuss the philosophy design and purpose of the company. See also CAD-01035.

8. Handwritten notes headed 'Questions', undated

Notes on conduct of Annual General Meetings, auditors, directors' remuneration.

9. Letters commenting on increases in top salaries, May 1991

Letters to AC and RTZ expressing concern about the large increase in top salaries and accounting practices.

10. Letters from Marie Jennings, May and September 1991

Letters expressing interest in Committee and comment on independent non-executive directors.

11. Letter, dated 9 May 1991, from Martin Simons

Letter, 9 May 1991, from Martin Simons about timely payment of bills. Accompanying photocopy of letter, published in The Times.

12. Draft, the financial aspects of corporate governance briefing, 13 May 1991.

This is the briefing to launch a high level review.

13. Letter, dated 15 May 1991, from H Bosch to Mr S B Myer, Chairman, National Mutual Life Association of Australia

Letter encouraging the recipient to comply completely with the new public discussion document: Corporate practices and conduct.

14. Letter, dated 31 May 1991, from JA Leek, Caparo with attached press cuttings and text of his speech to London Practioner [sic, practitioner] Board, April 1991.

Letter expresses keenness to give evidence to the Committee and includes FT article and Leek's presentation to the London Practitioner Board, 19 April 1991.

15. Correspondence, June and July 1991, between Roger Haywood, Institute of Public Relations and Sir Adrian Cadbury

Letter suggests including a public relations representative on the Committee.

16. Letters, June 1991, between Sir Adrian Cadbury and Neville Bain, Coats Viyella.

Neville Bain sets out some points on directors and responsibilities, annual reports and audit committees.

17. Confidential: PC 26 91 memo to the President's Committee for the meeting on 3 June 1991, including summary of a discussion document. Faxed 5 June 1991

This refers to a Statement of Best Practice published by the Institutional Shareholders' Committee and the ABI. It sets out key points, while asking the Committee to consider response to the ABI discussion document.

18. Letter from Viscount Watkinson, 6 June 1991.

General good wishes.

19. Letter, dated 10 June 1991, from IDS, Incomes Data Services Ltd

Offering sample copies of new product dealing with financial reporting by companies.

20. In confidence. Record of meeting with Sir Ron Dearing, Chairman of the Financial Reporting Council, on 11 June 1991

Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.

21. Letter, dated 12 June 1991, from Geoffrey Owen, Centre for Economic Performance

Thanks for a book.

22. In confidence. Record of meeting with Mr Nigel Macdonald, vice president of the Institute of Chartered Accountants of Scotland and partner, Ernst and Young, on 14 June 1991.

Includes the terms of reference of the Working Party formed by the Institute of Chartered Accountants of Scotland to address selected issues concerning corporate governance.

23. Letter, dated 14 June 1991, from Sir Simon Hornby, WH Smith PLC

Letter offers to give evidence.

24. Letter, dated 17 June 1991, from Prof JP Percy, Grant Thornton

Congratulatory letter to Sir Adrian on his appointment to establish a Corporate Governance Committee.

25. Letter, dated 18 June 1991, from Mark Goyder

Correspondence advising of progress since seminar of The purpose of the company, 14 March 1991 (see CAD-01027)

26. Record of meeting with Mr Ian Butler, CBI (and Chairman of Cookson Group), on 18 June 1991

Comments on: 'smoothing' information to ensure it is not regarded as forecasts, R& D expenditure, and explanatory narrative to accompany figures in Annual Reports and audits.

27. In confidence. Record of meeting with Mr Jim Butler, Senior Partner of KMPG [sic] Peat Marwick McLintock, on 18 June 1991

Draws attention to the various working groups within the accountancy profession.

28. Letter, dated 18 June 1991, from Sciteb about technology aspects of corporate governance discussion

Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance

29. In confidence. Note of meeting with Mr Jonathan Charkham, Bank of England on Wednesday, 19 June 1991

Contains thoughts on information disclosure, closeness of auditors to clients and Board responsibility, narrative information rather than figures, enforcement, directors' remuneration and comments on meaning of 'financial aspects of corporate governance'.

30. Letter, dated 19 June 1991, from J P Charkham, Bank of England, about chairman's and directors reports and comments on accounts of Melody plc

Charkham writes to Sir Adrian including a letter to ICAS about possible inclusions in reports: summaries of key people; products or services report; prospects / financial plan for the future; performance.

31. Handwritten memo, dated 20 June 1991, with extracts from the 1989 Companies Act and ICAEW's What is an audit.

Memo re-arranges meeting of 25 June 1991 with Sir Dermot de Trafford.

32. Note of meeting with Dr Jon White on 23 July 1991.

Concentrates on public relations, especially stakeholder relations.

33. Letter, dated 24 June 1991, to Jonathan Charkham following their meeting.

Puts a point of view on the types and amount of information that should be required, remembering that many companies operate internationally.

34. Record of meeting with Sir Demot de Trafford, Chairman, Institute of Directors, on 25th June, 1991 and paper 'Committee on the financial aspects of corporate governance, dated 5 June 1991

Comprises notes on terms of reference for the Committee and what the Committee should actually consider.

35. Correspondence relating to CBI Steering Group on Corporate Governance meeting on 25 June 1991.

Comprises letter, agenda, list of corporate governance steering group members and Sir Adrian's handwritten notes for his report.

36. Letter, dated 25 June 1991, from David Allen, SFM Ltd about the use of accountancy techniques

Also attached is a letter to the Financial Times about wealth creation by businesses and attendant accountancy practices.

37. In confidence. Record of meeting with Mr Andew Hugh Smith, Chairman of the London Stock Exchange, on 26th June, 1991.

Covers the middle ground.

38. Memo from Nigel Peace to Sir Adrian, 26 June 1991 on Institution[sic] Shareholders Committee

Background to the meeting with the Institutional Shareholders Committee and Mike Sandland.

39. A note, date 27 June 1991, on corporate governance.

The note sets outs a what good corporate governance will achieve and how it is to be achieved.

40. Record of meeting on 1 July 1991 with Mr Hugh Collum, 100 Group of finance directors

Collum published an article in IASC News on the diversity of accounting standards internationally. 100 Group are very interested in corporate governance and esepcially in definging the role of auditors vs directors.

41. Record of meeting with Mr Chris Swinson, partner of BDO Binder Hamlyn, on 1 July 1991

Mostly concentrates on what ICAEW's Financial Reporting and Auditing Group (FRAG) are doing.

42. Letters, July 1991, to and from Simon Rodwell, Monks Partnership Ltd

Covering letter to the publication, United Kingdom Board Earnings, and their newsletter Monks Briefing. These are not attached.

43. Correspondence, papers and report of a meeting with Charles Nunneley, Institutional Fund Managers' Association, July to November 1991.

Contains papers, voting by institutional Shareholders, Communication of Business Plans & Insider Dealing

44. Discussion draft: the purpose and responsibilities of the Public Company, 2 July 1991

Draft recommending the RSA conduct an enquiry into the objectives and values which a public company should serve.

45. Letter, dated 3 July 1991, from AC Hugh Smith, Chairman of London Stock Exchange

Letter expresses surprise that no Chief Operating Officer or Chairman of a industrial company is a member of the Committee.

46. Letter, dated 4 July 1991, from Hugh Collum, SmithKline Beecham about meeting dates

Correspondence advising Sir Adrian Cadbury of suitable and unsuitable meeting dates. Handwritten note by Nigel Peace - alternative dates being sought.

47. Correspondence July/August 1991 from Hugh Collum, SmithKline Beecham

Covering letter and Hugh Collum's response to the Accounting Standards Board's publication on Structure of Financial Statements and the Statement of Principles

48. Letter, dated 8 July 1991, with annexes from JP Charkham, Bank of England

Letter contains draft Terms of Reference for the Committee, and proposals for end product with an outline for the final report.

49. Letter, dated 8 July 1991, from Ian Hay Davison.

Letter in response to Sir Adrian Cadbury's letter of 2 July. IHD will send transcript of talk to ICAS on non-executive directors.

50. Correspondence with and papers from CBI, 10 July 1991, including minutes of meeting

Includes the CBI response to the ABI discussion paper on the responsibilities of institutional shareholders and minutes of meeting held on 25 June 1991.

51. Letter, dated 11 July 1991, and final draft by Bow Group Committee paper on corporate governance.

Bow Group paper contains recommendations on non-executive directors, remuneration committees, audit committees, separation of roles, training for directors and their contracts, reporting auditing and memo from Sir Adrian Cadbury.

52. Letter, dated 12 July 1992, from JP Charkham, Bank of England

Letter discusses the Merrett-Sykes paper about two classes of directors.

53. Excerpt from Mr Charkham's note for record of his visit to Marks and Spencer (Sir Richard Greenbury) on 15 July 1991.

Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.

54. Record of meeting with Mr Mike Sandland, chairman of the Institutional Shareholders Committee, on 15 July 1991

Also contains background to the Committee. Suggests the ToR should focus on financial aspects.

55. Letter, dated 17 July 1991, from Sir Ron Dearing, Financial Reporting Council

Letter advises Sir Adrian Cadbury of meeting where a wider remit was suggested and successfully argued against.

56. Background notes for meeting with Lord Gregson on 17 July 1991

Extracts relate to communication of information to shareholders and delay in achieving voting rights.

57. Record of meeting with Mr Alan Diamond on 17 July 1991 and proposals

Mainly focuses on remuneration of top directors. Includes a short paper making proposals to arrest corporate greed.

58. Letter, dated 18 July 1991, from JP Charkham, Bank of England.

Reports a recommendation to add another industrialist to the Committee.

59. Record of meeting with Mr Brandon Gough, Senior Partner of Coopers & Lybrand Deloitte, on 15 July 1991

Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.

60. Correspondence with Guinness plc during 1991 and 1992 about roles of directors and separation of roles.

Includes correspondence from an institutional investor and articles of association of Guinness.

61. In confidence. Record of meeting with Professor David Tweedie, Chariman of the Accounting Standards Board, on 23 July 1991.

Sets out what ASB would be happy for the Cadbury Committee to consider.

62. Letter, dated 23 July from PJ Butler, KPMG and paper, Reports on the application of acconting principles [Canada].

Paper sets out rules on professional conduct when 'opinion shopping' is an issue.

63. Letter, dated 23 July 1991, from John Shaw, Bank of Scotland

Letter suggests the components of Chairmans's remuneration should be identified in accounts.

64. Fax to Sir Adrian Cadbury commenting on proposed article for Global Investment Management

Suggests more detail on issues to be addressed. Note, the article itself is missing i.e. 6 pages from the fax.

65. Letter, dated 26 July 1991, to M Sandland, Norwich Union Fund Management

Letter sets out vision for presentation to the Committee about institutional shareholders, a discussion of the ABI paper on the Responsibilities of institutional shareholders.

66. Letter, dated 29 July 1991, and notes on corporate governance from Lord Ezra, House of Lords

Notes refer to role and responsibilities of non-executive directors of larger publicly quoted companies.

67. Letter, dated 30 July 1991, from Sir Dennis Stevenson, offering to give evidence to the Committee

Refers to the Blue Arrow affair and role of non-executive directors.

68. Letter from Sir Simon Hornby, WH Smith, 30 July 1991, and record of meeting with Sir Simon Hornby, 30 October 1991

The letter is a response to a request to give evidence. Areas for discussion: responsibilities of shareholders, independence of auditors, influence of analysts, information to be given in reports.The letter has a siginifcant number of handwritten comments in Sir Adrian's hand.

69. Letter, dated 31 July 1991, from CB Gough, Coopers & Lybrand Deloitte

A contribution to the key issues for the Committee: roles of non-executive directors and shareholders; internal control systems; auditing appointments.

70. Fabian Society Discussion paper no 7: Accounting for change; proposals for reform of audit and accounting.

Paper proposes a single regulatory body, changing auditors ever 5 years and additional information to be included in corporate reports.

71. Letter, dated 5 August 1991, from Alan Diamond

Comments on non-executive directors.

72. Correspondence, dated 6 August 1991, from IBC Financial Focus limited inviting Sir Adrian to speak on the role of auditors at a conference, Stockmarket in the 1990s.

The invitation includes proposed conference programme.

73. Letter, dated 8 August 1991, from Michael Younger, Arthur D Little

Covering letter to recommend a book.

74. Letter, dated 14 August 1991, from AC Hugh Smith, London Stock Exchange, about additional member of the Committee

Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.

75. Letter, dated 15 August 1991, from Smith & Williamson.

Letter suggests approaching M & G to learn about their approach as an institutional investor.

76. First two pages of a fax, dated 18 August 1991, to Sir Adrian Cadbury with handwritten notes on the back of both pages.

One page is the first page of a draft paper about the role of auditors. Both pages have Sir Adrian's handwritten notes on the back which may refer to Committee Meeting or meeting with Mr Joll.

77. Letter, dated 19 August 1991, from Andrew Likierman, London Business School

Letter addressed to Nigel Peace includes comments by chapter on the structure of the report, with handwritten side annotations and a note by Nigel Peace.

78. Letter, dated 20 August 1991, and notes on remuneration committees from Colin St Johnston, PRONED

Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.

79. Draft, dated 21 August 1991, evaluating a company's progress, prepared by Neville Bain, Coats Viyella

Paper prepared by Neville Bain. Not clear who is the intended audience.

80. Meeting with N. C. Bain 22/8/91.

Mostly relates to auditing and accounting standards.

81. Letter, dated 23 August 1991, from Sir Ron Dearing

Suggests possible representatives on the Committee.

82. Fax letter from Mrs SE Brown, DTI, 30 August 1991.

Fax contains comments on a proposed structure for the final output and short comments on papers for the next meeting

83. Correspondence with Noel Falconer, September 1991

Concentrates on the role of non-executive directors.

84. Correspondence, September 1991, on access to legal and professional advisers and reimbursement

Sir Adrian sought advice from ICI, Sir Denys Henderson, and Sir David Plastow, Vickers, about non-executive directors' access to professional services and reimbursement for costs. Also a note by Nigel Peace.

85. Letter, 4 September 1991, from M G Lickiss about proposed outcome of Corporate Governance Committee

Letter gives personal views of MG Lickiss on independence of non-executive directors and their responsibilities for discussing the process of the audit with external auditors, separation of the role of Chief Executive and Chairman, internal system controls applying to quoted companies.

86. Letter, dated 5 September 1991, from JP Charkham, Bank of England

Letter comments draft work programme and report, additonally commenting favourably on training programme for directors and legislation.

87. Letter, dated 6 September 1991, and documents on the non-executive director in the UK and corporate governance: the art of good boardmaking from CRA - Corporate Renewal Associates.

Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.

88. Letter, dated 6 September 1991, from Nicholas Beale, Sciteb

Letter reports on two meetings about the technology-related aspects of corporate governance.

89. Memo and record of meeting with Mr Tony Groag, Head of Internal Audit at BP, 6 September 1991.

Includes a short paper by Groag on the role of internal audit.

90. Record of meeting with Mr Dennis Stevenson, chairman of SRU Group and non-executive director of Manpower plc (formerly Blue Arrow), on 9 September 1991. And letter written by Stevenson to Institutional Shareholders' Committee.

Comments on remuneration, directors' responsibilities and non-executive directors access to independent advice. Includes extract from a biographical sources and Sir Adrian's handwritten notes.

91. Letter from Ian Hay Davison, dated 10 September 1991, should have speech to ICAS attached

Letter should be accompanied by transcript of speech to ICAS - may be elsewhere.

92. Record of meeting with Marjorie Mowlam MP, Opposition Spokeswoman on Corporate and City Affairs, on 19 September 1991

Gives the Labour position at the time.

93. Letter, 20 September 1991, to JAB Joll, and record of meeting with Mr James Joll, Finance Director of Pearson plc on 19 September, 1991

Report of meeting focuses on auditing.

94. Letter, dated 23 September 1991, from Roger Gray, CIMA and supporting evidence.

This is a reply to a request for comments on financial reporting, audit committees and the responsibilities of auditors.

95. Record of lunch with Mr Donald Main, Group Finance Director of Trust House Forte, on 24 September 1991

Record focuses on role of accounting standards and auditors.

96. Nigel Macdonald's comments on the consultation responses, 24 September 1992

Covers full range of the report.

97. Letter from Mark H Sheldon, Linklaters & Paines, 25 September 1991

Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.

98. Record of meeting with Mr Derek Foster, recently retired technical partner of Arthur Young, on 26 September 1991.

Concentrates on the role of the auditor.

99. Record of meeting on 1 October 1991, with Mr James Leek, Director of Caparo Industries plc

Concentrates on the liability of auditors and their responsibilities.

100. Memoranda to the Committee from the Financial Reporting and Auditing Group 1- giving more power to shareholders in their dealings with auditors CFACG(91)9 FRAG and 2 - the form an content of financial reporting.

These documents consider the issues in detail. These documents should be with the minutes which are missing.