1992

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.

27. Committee on the Financial Aspects of Corporate Governance Draft Report issued for public comment, 27 May 1992.

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.

33. Report on a pilot study on attitudes toward the issues of corporate governance, a presentation by Angus Maitland, Burson-Marsteller at CBI/B-M conference on Corporate Governance 10 June 1992 and reply by Nigel Peace.

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.

35. Letter from Martin Lipton, Watchell, Lipton , Rosen & Katz, 3 June 1992 to Sir Adrian Cadbury and proposal for lead independent directors.

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.

37. Testimony of Richard C Breeden, Chairman of US Securities and Exchange Commission, concerning executive compensation, 4 June 1992.

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.

39. Letter, dated 10 June 1992, from Ron Dearing, Financial Reporting Council and Companies House form 288.

Suggests an additional entry on the form about directors understanding their duties.

40. Letter, dated 15 June 1992, from Neville Bain, Coats Viyella giving comments on the draft report and Code of Best Practice.

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.

42. Comments, dated 17 June 1992, by JC Dwek, Bodycote International plc, letter and reply by Nigel Peace.

Comments that fraud is very difficult to prevent and comments on non-executive directors and auditing, especially their resignation advice.

43. Letter, dated 17 June 1992, from Gavin Fryer with background information and reply by Nigel Peace.

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.

48. Address to the Annual Conference of the Institute of Chartered Accountants in England and Wales, Eastsbourne 25-27 June 1992, The role of Directors by Graham Corbett.

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.