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.