1. Corporate Governance Committee Correspondence 1992-1994.
Correspondence on subjects such as rights of executive directors to seek external professional advice and be re-imbursed, comments on comments on the draft report, the interests of of the 'private' shareholder as well as the interests of the institutional ones.
2. Correspondence, January to March 1992, with CRW Wysock Wright about part-time Chairmen.
Correspondence is largely between Wysock Wright and Sir Brian Corby, Prudential.
Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.
4. Letter from Dermot de Trafford, Institute of Directors, 7 January 1992.
Expresses concerns about the misuse of information.
5. Record of meeting with Hugh Collum, 100 Group, 14 January 1992
Comments on the papers circulated for the 20-21 January 1992 meeting.
6. Letter, dated 14 January 1992, to MG Lickiss
Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.
Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.
Covers aspects of board of directors, internal controls, financial reporting, auditing.
9. Letter, dated 21 February 1992, from Dr Maurice Gillibrand and submission to the Committee.
Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.
Includes report of a meeting with EC to discuss possible conflicts with the Committee's proposals and summaries the present position of the EC company law proposals.
11. Shearman & Sterling's memo to clients, 'Executive pay: the heat is on'.
Covers the background to complaints about high levels of executive pay and reform proposals.
12. A paper, dated 12 March 1992, giving CBI preliminary evidence to the Committee.
The paper covers the role and duties of directors, the responsibilities of institutional shareholders, auditors responsibilities and liabilities, accounting standards and pension fund management issues.
13. Fax, 12 March 1992, with extract from NYSE's Appendix H.
Extract refers to Audit Committee and in particular to independence of its members.
14. Letter, dated 24 March 1992, from Sir Ron Dearing.
Main purpose of the Committee was to strengthen the position of the auditor and clarify the responsibilities of the directors. Two vulnerabilities identified were accountability to the worker and the small shareholder.
15. Letter and note, dated 24 March 1992, from JP Charkham.
The note suggests a definition of corporate governance that includes employees, alternative working for the foreword and some suggestions on tenure.
The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.
17. Letter, 7 July 1992, from JP Dobrowolski, Argos plc.
Comments on the role of internal auditors.
18. Correspondence, dated 10 April 1992, from JE Rogers, the National Association of Pension Funds.
Correspondence concerns increased voting by institutional shareholders with samples from Royal Insurance, General Accident and Lloyds Bank.
Includes Sir Adrian Cadbury's handwritten notes for the opening remarks, and on the two plenary sessions, various briefing notes, reports of the three groups and a list of attendees.
20. Letter from Richard C Breeden, US Securities and Exchange Commission, 27 April 1992.
Sir Adrian Cadbury had advised RC Breeden of forthcoming draft report and offered to send him one. Nigel Peace has added handwritten post-it note saying he will contact Walter Stahr (also of US SEC) to discuss.
Includes comments on differentiation between executive and non-executive board members, role of auditors and non-audit fees. Memo from Nigel Peace included.
22. AC's [handwritten] notes on points made at a meeting to discuss Draft Report, undated.
The comments of individuals are marked by their initials.
Comments on potential for statements of conformity to become meaningless, possible progress to an international accounting regime and institutional shareholders, plus detailed comments.
Paper concerns availability to shareholders of information about executive remuneration, based on an examination of Annual Reports.
25. Revised questions and answers brief for the launch of the [draft] report, 22 May 1992.
Includes 2 pp of 11 questions apparently compiled by ICAEW referring specifically to auditing and accounting aspects.
26. Evidence submitted to the Committee prior to publication of draft report, 26 May 1992.
Lists organisations, companies and individuals who submitted evidence to the Committee, and meeting notes and published documents.
The draft report was issued after considering the views of many who were consulted or submitted evidence. The views came from institutes, companies and individuals. The Committee also considered relevant published documents. The draft report included the Code of Best Practice.
28. Letter from Sir Ron Dearing, Financial Reporting Council, 27 May 1992
Highlights two issues - (1) recommendations do not have clout and legislation would have been better (2) have not done enough to bring the pay of executive board members under a strong framework of control and accountability to shareholders.
29. Main criticisms of [draft] report in press comment following launch on 27 May 1992.
This note summarises the criticisms only - it does not summarise the favourable comments.
30. Letter from Sir Nicholas Goodison, TSB Group, 29 May 1992.
Letter expresses support for the draft report.
31. Letter, dated 31 May 1992, from Tony Morton and comments on the draft report.
Comments on voluntary nature of compliance, internal control systems and comments on specific paragraphs.
32. Correspondence with a variety of bodies and people.
Acknowledgements for copies of draft report, dinners and international spread of Committee's report.
Reports the results of a survey. Auditors are least likely to benefit while non-executive directors benefit most. Responsibility for compliance lies with company management and institutional shareholders or Stock Exchange, while expresses doubts over self-regulation.
34. Memo, undated (c1992), about directors' remuneration.
Notes on directors' remuneration in the US, especially shareholder input, in particular the SEC proposals.
Letter welcomes the draft report and makes two suggestions for the final report.
36. Letter from Sir Ron Dearing, Financial Reporting Council, 4 June 1992
Further comments on the Committee's report, specifically the Code of Best Practice and auditors role.
The paper covers performance and remuneration, enhanced disclosure for investors while not supporting government regulation of compensation packages.
38. Letter, dated 8 June 1992, from DJ Hughes with acknowledgement by Nigel Peace.
Comments that serious problems shareholders face, on remuneration committees and the Caparo case. Includes memo from Nigel Peace.
Suggests an additional entry on the form about directors understanding their duties.
Includes comments on audit committees, the role of auditors, board effectiveness and internal system controls.
41. Letter, dated 16 June 1992, from Stewart Douglas-Mann, Guinness Mahon & Co.
Comments on the wording re independence of non-executive directors.
Comments that fraud is very difficult to prevent and comments on non-executive directors and auditing, especially their resignation advice.
Comments on enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.
44. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article.
Comments on institutional investors, non-executive directors and internal auditors.
45. Letter, dated 23 June 1992, from Top Pay Research Group.
Comments on the provisions for non-executive directors to take advice and their roles and responsibilities, independence of auditors, directors' remuneration.
46. Letter, dated 24 June 1992, from EA Bradman.
Comments on voluntary nature of the code, non-executive directors, the role of audit committees, directors' contracts and the independence of auditors.
47. Letter, 24 June 1997, from Edward Adeane, Hambros and reply by Nigel Peace.
Seeks and gives clarification on the meaning of independent in relation to non-executive directors.
This is a workshop exercise on the role of the directors in Eurotunnel delivered at the ICAEW conference . It is used to comment on unitary boards, separation of roles of Chairman and Chief Executive, non-executive directors and institutional investors.
49. Paper by Mick Newmarch to ICAEW 1992 conference.
Mick Newmarsh covers the issues of shareholders and their participation in management, non-executive directors, audit and remuneration committees, separation of roles, financial reporting and auditor fee independence.
50. Letter, dated 29 June 1992, from Richard Brown, the Association of British Chambers of Commerce.
Comments on the application of the code to smaller companies.
51. Letter, dated 30 June 1992, from Jane E Lyon, Union of Independent Companies.
Comments on the application of the code to smaller companies.
52. Letter and comments, dated 30 June 1992, from Tim Knowles.
Comments on non-executive directors, financial reporting, auditing and institutional shareholders.
Hirst expresses concern about the suggestion that non-executive directors should only serve on one board.
54. Letter, dated 1 July 1992, from AR Threadgold, POSTEL.
Comments on separation of roles of Chairman and Chief Executive, independent non-executive directors and directors service contracts and the independence of auditors.
Legal Practice Directorate Memorandum no. 271. It comments on the application of the code to smaller companies.
56. Draft letter about publication of final report, July 1992.
Reviews commercial publishing options generally and mentions publishing the code separately.
57. Letter, dated 2 July 1992, from JJLG Sheffield, Norcros.
Comments on potential for two-tier boards, non-executive directors entitlement to take independent professional advice, internal control systems and going concern.
An invitation to make a presentation about the draft report to an evening meeting open to all company secretaries.
59. Letter, dated 3 July 1992, from AC Bryant, Bryant Group.
Comments on non-executive directors vs directors and audit committees.
60. Letter, dated 3 July 1992, from Dermot Glynn, NERA and presentation, dated June 1992.
Includes a paper on European accounting, audit independenc and regulation.
61. Letter, 5 July 1992, from AL Hempstead.
Comments on lack of audited accounts for a fund managed by the Nationwide Building Society.
Comments on the role of the company secretary in corporate governance and directors' access to information.
Suggests appointing an 'audit trustee' appointed by lenders and creditors rather than the board.
64. Letter, 7 July 1992, from RJ Alexander, London and Manchester Group plc.
Author suggests that an 'Appointed Accountant' with responsibility for preparing financial reports, should be employed.
65. Letter, 7 July 1992, and comments from TJ Grove.
Comments on appearing to be written with best interests of directors, and aspects of auditing.
66. Letter, 7 July 1992, from Swiss Bank Corporation.
Comments on the delegation of powers by the board to the subcommittees.
67. Letter, 7 July 1992, from John Lavery and Simon Pallett, Newcastle upon Tyne Polytechnic.
Comments on self-regulatory approach, separation of roles of Chairman and Chief Executive and non-executive directors, directors' remuneration and financial reporting.
68. Letter, 7 July 1992, from Dr Victor Studentsov.
Letter requests a copy of the draft report.
69. Letter, 8 July 1992, from DEF Green.
Comments on independence of auditors, audit committees and non-executive directors.
70. Letter, 8 July 1992, from Michael Jackaman, Allied Lyons plc.
Letter informs that Allied Lyons complies with the code although the appointmentof non-executive directors is informal and would prefer a voluntary code.
71. Letter, 8 July 1992 from AG Biggart.
Comments on involvement of non-executive directors in strategic direction of companies.
Comments mostly on the role of employees.
73. Letter, 9 July 1992, from Stanley Kalms, Dixons.
Warns against a prescriptive approach, that effectively promotes two-tier boards.
74. Letter, 10 July 1992, from Anthony Habgood, Bunzl.
Comments on implications of widening the pool for non-executive directors, audit committees and accounting standards, different board structures.
75. Letter, 10 July 1992, from NC Kelleway, Rikard Keen & Co.
Comments on auditing, complying with a code of best practice, non-executive directors, internal control systems and going concern recommendations.
76. Handwritten letter, 10 July 1992, from WH Melly.
Comments on employee shareholders, directors pay-offs and pension funds.
77. Letter, 10 July 1992, from CM Stuart.
Comments on non-executive directors roles, internal control systems, the role of auditors.
78. Letter from PJ Butler, KPMG Peat Marwick, 10 July 1992.
Letter supports Sir Adrian remaining as figurehead to deal with matters arising in following two years.
79. Letter, 11 July 1992, from Ian J Mitchell.
Comments on information for the small shareholder, going concern and extended comments on take-overs and fraud.
80. Letter, 13 July 1992, from Gerard Howe, Howe Associates.
Comments on distinctions between executive and non-executive directors, compliance with the code, separation of roles and board appointments, committees, directors remuneration, auditors and other services to organisations.
81. Letter, 13 July 1992, from Sir George Russell, Marley plc.
Comments on differentiation between executive and non-executive directors, access to independent advice, and communication with shareholders.
82. Letter, 13 July 1992, from RM Head, BPB Industries.
Comments on the role of the Company Secretary, achieving effective governance, potential two-tier boards, remuneration committees, audit committees, financial reporting and going concern.
83. Letter, 13 July 1992, from DE Reid, Tesco plc.
Comments on non-executive directors, the separation of roles of Chairman/Chief Executive, audit committess and auditing and financial reporting.
84. Letter, 14 July 1992, from JBH Jackson.
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
85. Letter and comments, dated 14 July 1992, from Allen Sykes.
Comments on the need for independent directors, institutional investors.
86. Letter, 14 July 1992, from John Salter, Denton Hall Burgin & Warrens.
Comments that a Cadbury 2 Committee is needed to consider enviornmental management systems.
87. Letter, dated 14 July 1992, to the Editor of the International Financial Law Review.
Letter refutes the claim that non-executive directors should only hold one such directorship.
88. Letter, dated 14 July 1992, to the Editor of the Sunday Telegraph, from Sir Adrian Cadbury.
Letter refutes the claim that non-executive directors should only hold one such directorship.
89. Letter, 14 July 1992, from Brian Houlden, Warwick Business School.
Comments that there is no need for additional legislation and on areas outside the Committee's Terms of reference. Includes an excerpt from Reed International Annual Report and the FT, 26 June 1992.
90. Letter, 15 July 1992, from HS Axton, Brixton Estate plc.
Comments on board structures, internal control systems, enhanced disclosure in interim reports and going concern requirement.
91. Letter, 15 July 1992, from Sir Colin Southgate, Thorn EMI plc.
Comments on the tone which suggests no director is to be trusted only non-executive directors.
92. Letter, 15 July 1992, from Sir Colin Corness, Redland plc.
Comments on position of auditors, potential to create two-tier boards, number of non-executive appointments and on the Code of Best Practice. Includes original and photocopy.
93. Letter, 15 July 1992, from Graham Nicholson addressed to the President of ICSA.
Comments on the code only applying to holding companies.
Financial Reporting Council comments on the draft report and includes 2 commenting letters and earlier ones. It also makes suggestions on how to alter the text while commenting on the auditors role, non-audit fees of the auditor.
95. Extract from IFMA Update, 16 July 1992.
Comments that the Code of Best Practice may not be practicable for small companies and there is too clear a distinction between executive and non-executive directors.
96. Draft response of ICAEW, dated 16 July 1992.
Comments on voluntary approach, timing of implementation of compliance, which companies it should be applied to, auditor endorsement, costs, executive and non-executive directors and auditing. Detailed comments are included for some paragraphs.
97. Letter, 16 July 1992, from Gary Allen, IMI plc.
Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.
98. Letter, 17 July 1992, from New Bridge Street Consultants and comments.
Comments on the calibre of non-executive directors, their remuneration and selection, the role of the board, committees of the board, independent advice and auditing.
99. Letter, 17 July 1992, from Law Society of Scotland.
Broadly welcomes the draft report, while believing the code should be applied to all companies.
100. Letter, 20 July 1992, from the General Electric Company, plc.
Comments on non-executive directors and the effectiveness of the board, audit committess, expanded disclosure in interim results and changing auditors.