Item List : "Non-executive directors"

1. Handwritten notes entitled: Issues raised at PW [Price Waterhouse] debate, undated

Covers two-tier boards, audit committees, independence of non-executive directors.

2. Handwritten notes, headed Alan Sykes, Consolidated Goldfields, no date.

Covers non-executive directors and external auditing.

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. Letters from Marie Jennings, May and September 1991

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

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

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

Comments on non-executive directors.

18. 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.

19. 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

20. Correspondence with Noel Falconer, September 1991

Concentrates on the role of non-executive directors.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. Letter, dated 1 October 1991, from Simon Blunt about service contracts for directors.

Letter expresses concerns about contracts granted to directors.

28. Letter from Andrew H Simon, Evode Group plc, 3 October 1991

Letter concentrates on various committees within a company and a responsible attitude being adopted by institutional shareholders.

29. Letter, dated 16 October 1991, from Lord Chilver, chairman of the Innovation Advisory Board and copy of Chapter 3 from the IAB publication 'Promoting innovation and long termism', published 1990.

Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.

30. Letter, dated 16 October 1991, from Sir David Lees, GKN plc

Letter comments on the number of non-executive directorships held.

31. Letter, dated 28 October 1991, from Simon Jenkins, The Times

Letter sets out personal views on the role of non-executive directors.

32. Letter and submission from the Society of Investment Analysts, 29 October 1991

The submission covers the composition of the Board e.g. Separate Chairman and Chief Executive, non-executive directors; qualitative and quantitative financial reports, importance of non-executive directors, external auditors and audit committees.

33. Letter, dated 29 October 1991, from Ewan Macpherson, Smith & Williamson

Letter gives his view on roles and responsibilites of non-executive directors including remuneration committees.

34. Correspondence with and submission from Institute of Public Relations, December 1991

Main content is 'A submission to the Committee on the Finacinal Aspects of Corporate Governance by the Institute of Public Relations , City & Financial Group, December 1991.

35. Correspondence with Austin Mitchell and Prem Sikka and their submission, December 1991, January 1992

Covers issues such as communication between boards and shareholders, emphasis on the long term, corporate reporting, company-auditor relationships, responsibilities of non-executive directors, audit committees and auditors responsibilities.

36. Record of meeting with Mr Bill Morrison, Chairman of the Auditing Practices Board, on 4 December 1991

Includes a draft work programme and an update of the draft Accounting Practices Board discussion draft.

37. 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.

38. Record of meeting with Hugh Collum, 100 Group, 14 January 1992

Comments on the papers circulated for the 20-21 January 1992 meeting.

39. Correspondence between Sir Adrian Cadbury and Dick Taverne, QC, chairman of PRIMA Europe January to February 1992.

Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.

40. 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.

41. Letter, dated 24 April 1992, from Chris Holder, Arthur Andersen covering views expressed at Cadbury Committee on Corporate Governance Dinner, 30 March 1992.

The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.

42. 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.

43. Letter, dated 16 June 1992, from Stewart Douglas-Mann, Guinness Mahon & Co.

Comments on the wording re independence of non-executive directors.

44. 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.

45. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article.

Comments on institutional investors, non-executive directors and internal auditors.

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. Letter and comments, dated 30 June 1992, from Tim Knowles.

Comments on non-executive directors, financial reporting, auditing and institutional shareholders.

50. Correspondence, dated July / August 1992 between Sir Adrian Cadbury and Tony Hirst, Association of Independent Museums.

Hirst expresses concern about the suggestion that non-executive directors should only serve on one board.