281 items, ordered by date. Show on timeline Items per page: 25 | 50 | 100 | All
1. Comments from VW Benjamin, undated.
Comments on the absence of input from business, executive remuneration, separation of roles, application of the code to smaller listed companies and various aspects of auditing. Also includes comments on specific paragraphs.
Covers all aspects of report and follow up.
3. Committee meeting, handwritten notes, undated.
Concentrates on the form of the report to be produced by the Committee. Includes notes headed Mike Sandland, ISC and Brandon Gough, Coopers & Lybrand.
4. Letters from three recipients of the [Cadbury] report.
Acknowledgement letters from Scottish Hydro-Electric, TSB Group and BET.
5. Handwritten notes, undated, headed 'Views'.
Contains notes that appear to be drawn from a variety of sources, e.g. Mercury Asset Management, Accountancy Age, Coopers & Lybrand, The Times (Graham Searjeant), CIMA, ICAS, FRAG.
6. What can American boards learn from the British?
This appears to be a typescript of an article that appeared in Directors & Boards, Spring 94, Vol. 18 Issue 3, p42-45, 3pp.
Sets out a definition and the definition used in the final report. Note this occurs in the file BEFORE CAD-03233.
The letter has attached detailed suggested refinements when the code is applied to smaller quoted companies.
Includes a photocopy of an article in the Times about staff training. AC's notes concentrate on openness, regulation and communication.
10. 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
11. Draft, the financial aspects of corporate governance briefing, 13 May 1991.
This is the briefing to launch a high level review.
Letter suggests including a public relations representative on the Committee.
Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance
Comprises notes on terms of reference for the Committee and what the Committee should actually consider.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.
22. 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.
23. Letter, dated 18 July 1991, from JP Charkham, Bank of England.
Reports a recommendation to add another industrialist to the Committee.
24. 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.
Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.
26. 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.
27. Letter, dated 23 August 1991, from Sir Ron Dearing
Suggests possible representatives on the Committee.
28. 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
29. 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.
Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.
31. Letter, dated 6 September 1991, from Nicholas Beale, Sciteb
Letter reports on two meetings about the technology-related aspects of corporate governance.
32. 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.
33. Nigel Macdonald's comments on the consultation responses, 24 September 1992
Covers full range of the report.
34. Letter from Mark H Sheldon, Linklaters & Paines, 25 September 1991
Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.
35. Letter from Mrs SE Brown, DTI, 1 October 1991
Administrative letter.
36. Letters from Howard D Sherman, Institutional Shareholder Services, October 1991
Letters refer to a service Institutional Shareholder Services is developing.
37. Letter, 2 October 1991, from Sir Denys Henderson, ICI
Letter refers to recommendations by institutions on corporate governance and highlights lack of sanctions for codes of conduct and possible conversation about the role of Chairman.
Sets the background to interest by the Institute.
39. Letter from Professor Henry T.C. Hu, University of Texas at Austin, 9 October 1991
Highlights two US articles about the principle that a corporation is run for the benefit of its shareholders.
40. Letter from JP Charkham to Sir Adrian Cadbury, 25 October 1991
Letter introduces Richard Greenbury and his wish to give evidence.
Highlights issues for a successor body, namely, research into compliance, research funding and recommended amendments to the Companies Act. Sarah Brown's letter deals with directors' service contracts, fees paid to audit firms for non-audit work, protection for auditors reporting fraud.
42. Handwritten [notes for] CBI President's reception, 12 November 1991
Outlining the Committee's remit and work.
43. Letter, dated 3 December 1991, from Hugh Collum The Hundred Group of Finance Directors
Covering letter to their (the 100 Group of Finance directors) report, financial aspects of corporate governance
44. Letter, dated 13 December 1991, to Andrew Hugh Smith
Letter seeks to clarify the focus for the Committee. Letter also sent to Sir Ron Dearing and Mike Lickiss.
Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.
46. 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.
47. 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.
48. 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.
49. Letter, 7 July 1992, from JP Dobrowolski, Argos plc.
Comments on the role of internal auditors.
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.
51. 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.
53. 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.
55. 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.
56. 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.
58. 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.
59. 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.
60. Letter from Sir Nicholas Goodison, TSB Group, 29 May 1992.
Letter expresses support for the draft report.
61. 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.
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.
Letter welcomes the draft report and makes two suggestions for the final report.
64. 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.
65. 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.
68. 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.
71. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article.
Comments on institutional investors, non-executive directors and internal auditors.
72. 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.
73. 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.
74. 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.
76. 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.
77. 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.
78. Letter, dated 30 June 1992, from Jane E Lyon, Union of Independent Companies.
Comments on the application of the code to smaller companies.
79. 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.
81. 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.
83. 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.
85. Letter, dated 3 July 1992, from AC Bryant, Bryant Group.
Comments on non-executive directors vs directors and audit committees.
86. Letter, dated 3 July 1992, from Dermot Glynn, NERA and presentation, dated June 1992.
Includes a paper on European accounting, audit independenc and regulation.
87. 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.
90. 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.
91. Letter, 7 July 1992, and comments from TJ Grove.
Comments on appearing to be written with best interests of directors, and aspects of auditing.
92. Letter, 7 July 1992, from Swiss Bank Corporation.
Comments on the delegation of powers by the board to the subcommittees.
93. 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.
94. Letter, 7 July 1992, from Dr Victor Studentsov.
Letter requests a copy of the draft report.
95. Letter, 8 July 1992, from DEF Green.
Comments on independence of auditors, audit committees and non-executive directors.
96. 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.
97. 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.
99. Letter, 9 July 1992, from Stanley Kalms, Dixons.
Warns against a prescriptive approach, that effectively promotes two-tier boards.
100. 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.
101. 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.
102. Handwritten letter, 10 July 1992, from WH Melly.
Comments on employee shareholders, directors pay-offs and pension funds.
103. Letter, 10 July 1992, from CM Stuart.
Comments on non-executive directors roles, internal control systems, the role of auditors.
104. 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.
105. 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.
106. 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.
107. 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.
108. 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.
109. 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.
110. Letter, 14 July 1992, from JBH Jackson.
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
111. Letter and comments, dated 14 July 1992, from Allen Sykes.
Comments on the need for independent directors, institutional investors.
112. Letter, 14 July 1992, from John Salter, Denton Hall Burgin & Warrens.
Comments that a Cadbury 2 Committee is needed to consider enviornmental management systems.
113. 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.
114. 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.
115. 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.
116. 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.
117. 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.
118. 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.
119. 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.
121. 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.
122. 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.
123. 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.
124. 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.
125. Letter, 17 July 1992, from Law Society of Scotland.
Broadly welcomes the draft report, while believing the code should be applied to all companies.
126. 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.
127. Letter, 20 July 1992, from David Fifield.
Comments on ownership models, accountancy work, short-termism.
Comments in detail on sections of the draft report, approving the self regulation approach, questioning statements of compliance requirement, commenting on the role of non-executive directors, remuneration, auditing and shareholders' role.
129. Letter, 20 July 1992, from Institute of Business Ethics.
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
130. Letter, 20 July 1992, from Andrew Robb, Pilkingon plc.
Comments on potential two-tier boards, non-executive directors, auditing.
131. Letter, 21 July 1992, from Paul Girolami, Glaxo.
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
132. Letter, dated 21 July 1992, from the Foreign and Colonial Investment Trust PLC.
Comments on 'going concern', and number of non-executive directorships.
133. Letter, 21 July 1992, from Slough Estates plc.
Comments on the Code of Best Practice, financial reporting and possible regulation.
About the publication of the final report or separate code and involvement of commercial publishers.
135. Letter and comments, dated 23 July 1992, from Blenyth Jenkins, the Institute of Directors.
Comments in the context of the wider context of corporate governance, while focussing on internal control, self-regulation and enforcement, interim financial reporting and auditing.
Comments on the issue of independence of non-executive directors.
137. Comments, dated 23 July 1992, from the Chartered Institute of Management Accountants.
Comments on the separation of roles, non-executive directors , internal control systems, audit and remuneration committees and various aspects of auditing.
138. Letters from Richard Lloyd, Chairman of Vickers, 23 July 1992.
Letter to Nigel Peace gives specific comments on the draft report which is generally welcomed.
139. Comments, dated 24 July 1992, from Catherine Gowthorpe, Lancashire Polytechnic Business School.
Comments at length on non-executive directors - the qualities required, their financial interests and selection. Also includes comments on the board and in detail on aspects of auditing.
140. Letter and report, dated 24 July 1992, from the Institute of Internal Auditors.
Comments on codes for standards of conduct, the role of internal auditors and an auditing committee, fraud and compliance with the code.
141. Letter, dated 28 July 1992, from Serious Fraud Office.
Comments on auditors' statutory protection and the role of non-executive directors.
142. Letter, dated 28 July 1992, from BDO Binder Hamlyn.
Comments on Code of Best Practice, audit committees, directors' contracts, reporting and aspects of auditing.
Comments on the requirement for interim financial reports to include balance sheets, access to professional advice for non-executive directors and the roles of directors at an AGM.
144. Letter, dated 28 July 1992, from Grant Thornton.
Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.
145. Letter, dated 28 July 1992, from McKenna & Co.
Letter covers enforcement of the code, the role of non-executive directors, separation of the roles of Chief Executive and Chairman, shareholders' role and that of the auditors with respect to fraud.
146. Letter, dated 29 July 1992, from TF Mathews, Building Societies Commission.
Largely concerns building societies and the ratio of executive to non-executive directors.
147. Letter, dated 29 July 1992, from David Jinks, Cadbury Schweppes.
Comments on potential for two-tier boards, enforcement, involvement of investors, various aspects of auditing, going concern and disclosure of directors' remuneration.
Includes a paper entitled 'Corporate governance and corporate control: self-regulation or stautory codification? A comment on the draft report of the Committee on the Financial Aspects of Corporate Governance.
Comments on board of directors, non-executive directors, audit committees, reporting and the involvement of shareholders.
150. Letter, dated 29 July 1992, from JC Kay, Gaskell plc and comments on the draft report.
Comments on alternative accounting treatments, application to smaller companies and non-executive directors.
151. Letter, dated 29 July 1992, from JNC James, Grosvenor Estate Holdings.
Comments on non-executive directors access to independent financial advice.
152. Letter, dated 29 July 1992, from LE Linaker, IFMA and list of association members.
The comments raise the issue of compliance for smaller companies and the possibility of distinctions between executive and non-executive directors.
Comments on contracts in corporate operations, accounting techniques and disclosure.
154. Letter, dated 29 July 1992, from CA Mallin, University of Liverpool.
Comments on non-executive directors' roles and independence, board remuneration and auditing.
155. Letter, dated 30 July 1992, from JD Traynor, CRH plc.
Expresses concerns about emphasis on control and monitoring, and the influence of accountants and auditors. It continues to make specific points.
The document gives detailed comment on specific paragraphs in the draft code.
157. Letter, dated 30 July 1992, from Lord Toombes of Brailes with further comments.
Rolls-Royce's comments on potential differences of responsibilities between non-executive and executive directors.
158. Letter, dated 30 July 1992, and comments from NN Graham Maw, Rowe & Maw.
Comments on the Code of Best Practice and sets out the author's own code besides commenting on other issues in the report, especially enforcement of the Code.
159. Letter, dated 30 July 1992, from RWD Hanson, Hardys & Hanson plc.
Comments on the cost of implementation for smaller companies.
Comments on the Terms of Reference and standards of practice in unlisted companies,in addition to specific points.
161. Letter, dated 30 July 1992, from PM Elliott, English China Clays.
Comments on various committees, financial reporting, auditing and the going concern disclosure.
162. Letter, dated 30 July 1992, and comments from Anthony Williams, Hay Management Consultants.
Comments on disclosure of remuneration, performance pay and access to the Audit Committee.
163. Letter, dated 30 July 1992, from Pannell Kerr Forster.
Among topics covered are: unitary boards, audit committees, financial reporting, auditing and going concern.
Welcomes the code and comments with concerns about possible two-tier board and time-limited contracts for non-executives.
These documents concentrate on auditing and its role in investment businesses. The Board supports the Auditing Practices Board, believing its primary function is to form and express an opinion.
166. Letter, dated 31 July 1992, and comments on the draft report from BT O'Driscoll, ICI Group.
The main comments relate to terms of reference of the Committee, internal control and internal audit.
167. Letter, dated 31 July 1992, from Sir Richard Greenbury.
Letter comments on board structure, especially unitary boards, the duties of directors to shareholders and the responsibilities of the external auditors.
168. Letter, dated 31 July 1992, from Sir Andrew Hugh Smith, London Stock Exchange.
Comments on statements of compliance with the code of best practice as an obligation but not a requirement of listing, responsibilities of the directors and financial reporting.
169. Letter, dated 31 July 1992, and comments from Stoy Hayward.
Comments on the draft report in detail on unified boards, separation of roles, board structures, non-executive directors, executive directors and directors' training. It also comments in some depth on audit committees, auditing, internal control systems and financial reporting.
170. Letter, dated 31 July 1992, from Clark Whitehill & Co.
The response comments on the application of the Code to smaller listed companies, the effectiveness of internal control and the Caparo case.
Comments on potential difficulties with a voluntary code and its review, for smaller companies, emphasis on non-executive directors and goes on to specific points.
172. Letter, dated 31 July 1992, and detailed comments from Arthur Andersen.
Contains detailed comments on the draft report. The main recommendation relates to the supervisory function of the board.
173. Letter, dated 31 July 1992, from Association of Investment Trusts.
Comments on the challenges that smaller companies may have in complying with the Code.
Includes summary of CBI response (13 points) and the full response under headings such as statement of compliance, review of code, board structures, separation of roles, non-executive directors, directors' remuneration, auditing and going concern. Also includes the draft response before approval by the CBI Council.
175. Letter, dated 31 July 1992, and comments from Coopers & Lybrand.
Main comments are on auditing, quality of boards and appointment to boards, monitoring compliance with the Code, two-tier boards and audit committees.
176. Letter, dated 31 July 1992, from Professor Gerald Vinten, Luton College of Higher Education.
Generally supportive comments about the draft report.
Comments on internal control systems requirements, going concern, auditing, submission of questions to the AGM and who should deal with specific types of question.
Comments on the tone of the report, enforcement of the Code of Best Practice and the auditor's role in reviewing compliance with the Code. Other comments include sizeable subsidiaries, board procedures and directors' service contracts.
179. Letter, dated 4 August 1992, from Bill Morrison, Auditing Practices Board.
Comments on the practicality of auditors commenting on corporate governance compliance while proposing an alternative method and also comments on interim reporting.
Comments in the manner of a learned paper, highlighting some alternatives or where the report could have been stronger and monitoring compliance.
181. Letter, dated 4 August 1992, from Sir Alick Rankin, Scottish & Newcastle plc.
Comments on the division between executive and non-executive directors, pensions governance, shareholders and gives detailed comments on specific paragraphs.
182. Letter, dated 4 August 1992, from SAT Foster, South Western Electricity plc.
Comments on different responsibilities of directors and auditors and the section in the draft report on the Board.
183. Letter, dated 5 August 1992, from MN Karmel, British Bankers' Association.
Comments on independence of non-executive directors. This seems to be intended to be an addition to comments sent in July 1992, but not traced.
184. Letter, dated 5 August 1992, from JF O'Mahony, Ladbrooke Group plc.
Comments on the availability of high calibre non-executive directors, unitary boards, internal auditors and auditor rotation.
185. Letter, dated 5 August 1992, from Malcolm Bruce, Liberal Democrat Trade and Industry Spokesman.
Comments on the rejected statutory approach, the role of non-executive directors, separation of roles, audit committees and commends employee involvement. Quarantining auditors is advocated.
186. Letter, dated 6 August 1992, from MA Smith, SG Warburg & Co.
Comments on the timescale for implementation, making compliance with the Code of Practice an obligation to achieve Stock Exchange listing, smaller companies, separation of roles, independence of non-executive directors, the requirement for a 'going concern' statement and aspects of auditing.
187. Letter, dated 7 August 1992, from Ernst & Young.
Questions the likely effectivess of parts of the Code including subjectivity of statement of compliance. Comments on non-executives and their role vs independent directors, unitary boards, audit committees, financial reporting and various aspects of auditing.
188. Letter, dated 7 August 1992, from JE Rogers, National Association of Pension Funds.
Comments on various paragraphs in section 4 in detail and also on auditing.
189. Letter, dated 10 August 1992 from RC Grayson, British Petroleum company plc.
Comments on the perceived division of roles for executive and non-executive directors and auditors responsibility to review a company's (non)/compliance with the Code. Further comments on internal controls are included.
190. Letter, dated 10 August 1992, and comments from IL Rushton, ABI.
Comments on issues of compliance and its enforcement. It also includes detailed comments by paragraph on non-executive directors, various aspects of boards, committees, financial reporting, auditing and shareholders.
191. Comments, dated 10 August 1992, from GT Southern, Humberside County Council.
Comments on board structures and accountability, shareholder participation and auditors.
192. Briefing notes for lunch with regional city editors, 10 August 1992.
This document updates the editors about responses received, the challenges of enforcement and criticism. Also on the back are hand written notes about the role of non-executive directors, cost-benefit, small companies and directors' pay.
193. Letter, dated 11 August 1992, from David Adams, British Rail Pension Trustee Company Limited.
Includes the Company's corporate governance policy. Comments on the need to enforce compliance, accounting standards and reporting requirements, separation of roles and roles of non-executive directors.
194. Summary of responses by companies up to 12 August 1992.
Collates and summarises 70 reponses to the draft report from companies and business organisations.
195. Summary of responses by accountants up to 14 August 1992.
Collates and summarises 24 reponses to the draft report from accountants. Covers comments on the contents of the draft report and additional topics with appendices on example sections on non-executive directors, suggested action plan and the response by the Auditing Practices Board.
Comments on various aspects of auditing, duties and responsibilities of directors and their contracts.
Questions the feasibility of the timescale for compliance, while supporting voluntary compliance. Most recommendations are supported as they are already recommendations of the Institute.
198. Summary of responses by shareholders up to 14 August 1992.
Summarises reponses from 21 institutional and private shareholders.
199. Letter, dated 18 August 1992, from DF Macquaker.
Main comment relates to internal controls, based on experience in the public sector.
Asks Nigel Peace's opinion of alternative working for para 5.34. This may have been prompted by comments on the draft report from among others Ernst & Young as it is clipped to a letter saying they may have been wrong in their criticisms.
Expresses concerns about the 'Continuing Obligation' as the companies have some shares listed on the London Stock Exchange.
202. Letter, dated 21 August 1992, and comments from Andrew C Woods, the Investor Relations Society.
Comments on shareholder responsibilities, communications between companies and shareholders, executive remuneration and accounting standards.
203. Letter, dated 25 August 1992, from KPMG with comments on the draft report, transmitted by fax.
The comments are the conclusions from a discussion held with a group of non-executive directors and some of the firm's partners. Topics included: the responsibilities of directors, going concern statements, shareholders responsibilities, auditing and internal control.
204. Letter, dated 27 August 1992, with comments from the Society of Labour Lawyers.
Comments on compliance and enforcement of the code and possible extensions.
205. Thoughts on corporate governance, 28 August 1992.
The document concentrates on financial control and reporting.
Particularly raises the issue of the voluntary nature of the code.
207. Main issues raised in consultation response, 8 September 1992.
Document summarises all responses.
208. Responses to the draft report: note by the chairman. CFACG(92)14, 10 September 1992.
Covers the entire report and the issue of who will take the work on after the report is published.
209. Comments, dated 15 September 1992, from Roger Morton.
Comments on institutional shareholders, and shareholder voting and communication during takeover bids.
Paper sets out a proposal to bring institutional and private shareholders together.
Proposed wording defining 'independent' non-executive directors.
Includes papers on 'Shareholder communication and executive compensation' given at the open meeting of the SEC 15 October 1992, plus fact sheets on executive compensation disclosure and regulatory reform of communications among shareholders. Also includes Lipton and Lorsch 'Modest proposal for improved corporate governance, 20 Aug 1992.
Questionnaire covered the Code of Best Practice, executive remuneration, activities of directors and others and auditing.
Reports the results of a survey to establish how recommendations by the Committee and the Accounting Standards Board were received.
215. Letter, dated 11 |November 1992 from Sr Michael Angus, CBI.
Thanks for contributing to a CBI event.
216. Letter, dated 13 November 1992, from Michael Lawrence, 100 Group of finance directors.
Letter of thanks to Sir Adrian for talking about the progress on the Cadbury report.
Comments on the high proportion of non-executive directors in investment trusts and includes a draft guidelines about non-executive directors of investment trusts. Relevance of the code to investment trusts
Document concentrates on the issues raised in consultation.
The memo mentions *draft* report but date suggests distribution of final report. It should go to all listed companies, investment trusts and USM listed companies. Also included is a half page of Sir Adrian's handwritten notes concentrating on aspects of the role and responsibilities of boards.
220. Letter, dated 26 November 1992, from Robin [Leigh-Pemberton], Bank of England.
Letter of thanks for the report.
221. Correspondence, December 1992, from Ellen R. Schneider-Lenne and APH Herd.
Herd comments that companies should not find the recommendations too onerous and that the Committee will be responsible for implementing and monitoring the implementation of the Code. Scheider-Lenne is replying to comments that the number of outside directorships should be limited to one.
222. Handover notes (mostly handwritten), December 1992, from Nigel Peace to Gina Cole.
The notes cover the 'live' administrative issues. Note about contract with Gee for publishing the final report.
223. Correspondence , December 1992, praising the work of the Committee and its final report.
Includes congratulatory letters from: Accounting Standards Board, CBI and press release, press release from Institute of Directors, press release from CBI (Confederation of British Industry) and Coats Viyella. Also includes acknowledgement from Department of Trade and Industy about staff.
Both letters offer congratulations on the final report.
The main item is the press conference for the final report but is usefully set beside the notes for the launch of the draft report.
226. Press conference Tuesday 1 December 1992, briefing notes.
Notes to enable consistent answers to be given to questions from the press.
227. Letter, dated 3 December [1992], from Viscount Watkinson.
Sent after the launch of the final report.
228. Letter, dated 10 December 1992, from Brian Thompson, ICSA.
ICSA advises it will publish a schedule of matters that boards should consider.
229. Letter, dated 11 December 1992, from CJ Eaglen.
Concerns legal aspects of corporate governance. Clearly, seems to have been earlier correspondence between Eaglen and Sir Adrian.
230. Correspondence, dated 22 December 1992, between Sir Adrian Cadbury and IA Ziff, Stylo plc.
Ziff raises the issue of the significant delay between the market and the small shareholder receiving information.
231. Extract from Country Casuals Annual reports 1992/3.
Extract outlines the role of non-executive directors and committees within the board of directors.
232. Letter from Jonathan Charkham, 21 January 1993 and print-out from a newspaper database.
Letter discusses publication (of what?)
Consists of the agenda and supporting papers on monitoring the Committee's recommendations and the Code of Best Practice. Guidance to companies on interpretation of the report and code of best practice. The file also includes the agenda and supporting papers for sub-committee meeting held on 31 March 1993 and supporting papers, Terms of Reference, factors to consider when monitoring compliance, summaries of organisations known to have the capability to monitor compliance with the code and extracts from their work.
234. Letters, dated April and May 1993 and supporting papers.
Correspondence regarding corporate governance in private practice professional body and review of partnership board structure.
Reports the results of a survey of reactions to the Cadbury recommendations. See context in CAD-02269.
Includes the agenda for the meeting and supporting papers on directors' pension contributions, non-executive directors contracts, going concern and financial reporting and the Stock Exchange implementation of the Cadbury Code. Also included is note of the key points arising from a meeting between Martin Scicluna, Martyn Jones and Sir Adrian Cadbury on 22 April 1993.
In addition to enclosing draft guidance on corporate governance for consultation, the letter asks if the proposed acknowledgement is acceptable.
The file also includes a copy of CAD-01327. It seems the documents for the 9 September meeting were sent out with copies of Coopers & Lybrarnd report (CAD-01327), the Auditing Practices Board drafts 'Disclosure relating to corporate governance & interim financial, the Working Party on Internal Control document on guidance for directors information and accompanying letter.
239. Minutes of Committee meeting held on 9 September 1993.
Matters reported include extending the application of the Code to large private companies, and possible extension to smaller companies, progress of monitoring sub-committee and their work, rolling contracts, terminology for directors.
This report covers medium-sized companies as opposed to the July report covering the top 200.
In addition to the supporting doucments for the meeting it contains the minutes of the meeting.
This is the keynote address which summarises the Code of Best Practice and records a question and answer section, to the Canadian Institute of Corporate Directors.
243. Correspondence up 11 December 1992 with Gavin Burnett and David Lewis, Molyneux Estates.
Peace gives pointers concerning points raised: audit and remuneration committees and application of the Code to smaller companies.
Correspondence from King Committee on Corporate Governance (South Africa), National Convention for Corporate Directors in Zimbabwe, Toronto Stock Exchange, Arthur Andersen (National Association of Corporate Directors Conference) and DTI.
245. Publications on corporate governance and compliance with the Code of Best Practice.
Includes work done for the sub committee on implementation of the Code of Best Practice.
246. Letter, 13 January 1994 from Virginia Bottomley and draft codes of conduct and accountability.
This letter sets out main features of the codes and expect to be implemented on 1 April 1994.
247. Briefing for Sir Adrian Cadbury - informal press briefings, Thursday 17 February 1994.
The document covers the number of copies distributed, other UK organisations and jurisdictions interested in the report, progress on monitoring the Code's implementation, going concern and internal controls.
Contains list of attendees, Committee membership, (missing a letter regarding the role of the Committee) press cuttings, extracts from ICAS Working Party recommendations on internal control and examples of corporate governance statements.
The meeting arose from a CBI letter raising three points among which was the suggestion that accountants had gone further than the Cadbury Committee intended. Points covered included: internal control, going concern, and the proposed publication of a joint programme of ASB, APB, and English and Scottish accountancy institutes.
250. Minutes of the Committee meeting held on Wednesday 23 February 1994 and covering memo.
The minutes deal with APB exposure drafts, guidance on going concerns and internal controls, compliance and controlling shareholders. The accompanying note list items also enclosed (but missing from the collection).
251. Sir Adrian Cadbury, Committee meeting 19 May 1994.
The file includes the text of Sir Owen Green's Pall Mall Lecture, statistics from the ABI on compliance, agenda and papers on independent boards, monitoring compliance and various papers on internal control.
252. Fax, dated 3 April 1994, from G.G. Beale & Co.
Seems from the fax there has been earlier correspondence. Beale speaks of plans to implement the Cadbury proposals.
253. Minutes of the [Committee] meeting on 10 May 1995.
Accompanying note says no further Committee meetings will be held. Minutes indicate new Committee with 12 members and a Chairman. The Committee also considered proposed changes to Stock Exchange Listing Rules and compliance with the Code.
Some controversy over the Arthur Anderson summary.
Contains a summary of key points of the Labour Party to tackle short-termism and lack of competitiveness. Also includes the extract: Designing new corporate structures.
256. Minutes of the [Committee] meeting held on Wednesday 14 September 1994.
Minuted items: internal control (ref Paul Rutteman), going concern, Labour Party document (See CAD-02281) and monitoring compliance with the Code.
Includes full details of membership and sponsorship to date, in addition to listing issues for the successor body and the work of the sub-committee monitoring compliance.
Includes full text of paper, Self regulation and the financial aspects of corporate governance.
Sir Adrian states wishes to retire as Chairman and discusses membership, sponsorship and possible issues for the successor body. Includes FRC(94)49.
260. Fax to Sir Adrian Cadbury from Gina [Cole], 3 November 1994.
Preliminary to the meeting of the Financial Reporting Council which will discuss a successor body to the CFACG.
The paper sets out possible terms of reference and the issues the successor body could address.
Comments on and seeks discussions with the Committee on the draft guidance on paragraph 4.5 of the Cadbury Code i.e. Reportable weakness and effectiveness of internal financial control systems.
Arlen plc made a statement about compliance with the Code which auditors reported as inadequate. As a result it was requested that Sir Adrian Cadbury write to the institutional directors requesting they should contact the company. See press cutting file for 3-page extract.
The letter opines that encouragement to to express opinions about the effectiveness of internal control would be premature.
Deals with internal control systems, issues for the successor body, monitoring compliance [with the Code] and various aspects handled by the Monitoring Sub-committee. Also includes letter from DTI on length of directors' service contracts, disclosure of no-audit fees paid to firms, protection for auditors reporting fraud. A note sets out proposed amendment to minutes of meeting held on 14 September, 1994.
266. Sir Adrian Cadbury CFACG(94) 4th meeting 7 (or 8?)December 1994.
This is a file number and no individual papers are extant. It comprises several items.
Foreword to the ICAEW's guidance on internal control and financial reporting which appeared in Accountancy, February 1995.
268. Letter from Donald Bulcher(?), 28 January 1995, apologising.
Letter apologises and clarifies meaning before finalising content of book being compiled by London Guidlhall University.
269. Corporate governance seminar [organised by Smith New Court?]speech, 6 February 1995.
Handwritten notes, headed Corporate Governance Seminar Solihull, for first four pages, with the remainder seeming to be part of a speech given on 16 Sep 1993.
Contains arrangements for AC to speak at PIRC conference and guidance on 'independence ' of directors and its relationship with compliance with the Code.
Meeting concerns the need for a successor committee, who will sponsor it, including dealing with remit, membership and financing.
272. Memo and briefing for Chairman for Committee Meeting 7 March 1995, dated 3 March 1995.
Mentions a request for Sir Adrian Cadbury to speak in Liverpool, articles appearing in the FT on 27 February 1995, and meeting with DTI on 7 March.
273. Letter from [Owen Green], dated 28 March 1995.
Letter apologises for a comment about the Cadbury proposals and makes a suggestion for the future.
274. Minutes of meeting held on Tuesday 7 March 1995.
Topics covered include: successor body, independence of directors and the draft report on monitoring.
275. File contains mainly press notices and articles from late 1995.
Also included are some responses to a questionnaire seeking opinions on topics for review.
Comments on and suggests approaches on various aspects of AGMs, creating two classes of non-executive directors. Butcher supports rotation of auditors.
277. Letter, dated 6 August 1992, from Geoffrey Mulcahy, Kingfisher.
Comments on the tone of the draft report, non-executive directors, remuneration, audit and code compliance as a listing requirement.
Letters mainly relating to possible additions to the Committee, especially from the business world.
279. Letter, dated 7 August 1991, from Ian Griffiths, Evening Standard
Letter requests Sir Adrian to join a panel of columnists contributing views to the newspaper columns.
280. Handwritten notes, headed Stock Exchange Listing Advisory Cttee, 8 June 1992
Handwritten notes recording the comments on the draft report circulated for public comment from people present at the meeting. Includes list of attendees at the meeting.
This series sets out the draft terms of reference (25 April 1991), sets up the financial arrangements for the Committee, a briefing paper (13 May 1991), outline work programme and framework for the report, meeting dates and membership.