1. 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
The letter refers to a meeting which covered the relationship between boards of directors and auditors and the effectiveness of audit. It proposes a review of corporate governance and accountability.
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. Letter, dated 5 February 1991, from Prof JP Percy, Institute of Chartered Accountants of Scotland
Letter advises the ICAS will set up a working party, chaired by Nigel Macdonald, on corporate governance and offering assistance. ICAS will set up a working party on corporate governance and enclosing typescript of an article, 'Making corporate governance more effective', announcing it. Article supposedly sent to Accountancy Age 1 February 1991.
Covers proposed EC Regulation on the requirement for an audit of a company's environmental policy and performance. Includes handwritten note to Sir Adrian from Ronald Somerville
The brief is to consider : management's responsibility for financial statements; the need to require companies to maintain adequate internal control systems; the implications of these issues for the role of audit committees. Membership of the Committee is listed.
7. Draft, the purpose of the company - the next steps.
Proposal for a seminar of 20 people with suggested names to discuss the philosophy design and purpose of the company. See also CAD-01035.
8. Handwritten notes headed 'Questions', undated
Notes on conduct of Annual General Meetings, auditors, directors' remuneration.
9. Letters commenting on increases in top salaries, May 1991
Letters to AC and RTZ expressing concern about the large increase in top salaries and accounting practices.
10. Letters from Marie Jennings, May and September 1991
Letters expressing interest in Committee and comment on independent non-executive directors.
11. 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.
12. Draft, the financial aspects of corporate governance briefing, 13 May 1991.
This is the briefing to launch a high level review.
Letter encouraging the recipient to comply completely with the new public discussion document: Corporate practices and conduct.
Letter expresses keenness to give evidence to the Committee and includes FT article and Leek's presentation to the London Practitioner Board, 19 April 1991.
Letter suggests including a public relations representative on the Committee.
16. 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.
This refers to a Statement of Best Practice published by the Institutional Shareholders' Committee and the ABI. It sets out key points, while asking the Committee to consider response to the ABI discussion document.
18. Letter from Viscount Watkinson, 6 June 1991.
General good wishes.
19. Letter, dated 10 June 1991, from IDS, Incomes Data Services Ltd
Offering sample copies of new product dealing with financial reporting by companies.
Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.
21. Letter, dated 12 June 1991, from Geoffrey Owen, Centre for Economic Performance
Thanks for a book.
Includes the terms of reference of the Working Party formed by the Institute of Chartered Accountants of Scotland to address selected issues concerning corporate governance.
23. Letter, dated 14 June 1991, from Sir Simon Hornby, WH Smith PLC
Letter offers to give evidence.
24. Letter, dated 17 June 1991, from Prof JP Percy, Grant Thornton
Congratulatory letter to Sir Adrian on his appointment to establish a Corporate Governance Committee.
25. Letter, dated 18 June 1991, from Mark Goyder
Correspondence advising of progress since seminar of The purpose of the company, 14 March 1991 (see CAD-01027)
26. Record of meeting with Mr Ian Butler, CBI (and Chairman of Cookson Group), on 18 June 1991
Comments on: 'smoothing' information to ensure it is not regarded as forecasts, R& D expenditure, and explanatory narrative to accompany figures in Annual Reports and audits.
Draws attention to the various working groups within the accountancy profession.
Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance
Contains thoughts on information disclosure, closeness of auditors to clients and Board responsibility, narrative information rather than figures, enforcement, directors' remuneration and comments on meaning of 'financial aspects of corporate governance'.
Charkham writes to Sir Adrian including a letter to ICAS about possible inclusions in reports: summaries of key people; products or services report; prospects / financial plan for the future; performance.
Memo re-arranges meeting of 25 June 1991 with Sir Dermot de Trafford.
32. Note of meeting with Dr Jon White on 23 July 1991.
Concentrates on public relations, especially stakeholder relations.
33. Letter, dated 24 June 1991, to Jonathan Charkham following their meeting.
Puts a point of view on the types and amount of information that should be required, remembering that many companies operate internationally.
Comprises notes on terms of reference for the Committee and what the Committee should actually consider.
35. 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.
36. Letter, dated 25 June 1991, from David Allen, SFM Ltd about the use of accountancy techniques
Also attached is a letter to the Financial Times about wealth creation by businesses and attendant accountancy practices.
Covers the middle ground.
38. Memo from Nigel Peace to Sir Adrian, 26 June 1991 on Institution[sic] Shareholders Committee
Background to the meeting with the Institutional Shareholders Committee and Mike Sandland.
39. 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.
40. Record of meeting on 1 July 1991 with Mr Hugh Collum, 100 Group of finance directors
Collum published an article in IASC News on the diversity of accounting standards internationally. 100 Group are very interested in corporate governance and esepcially in definging the role of auditors vs directors.
41. Record of meeting with Mr Chris Swinson, partner of BDO Binder Hamlyn, on 1 July 1991
Mostly concentrates on what ICAEW's Financial Reporting and Auditing Group (FRAG) are doing.
42. Letters, July 1991, to and from Simon Rodwell, Monks Partnership Ltd
Covering letter to the publication, United Kingdom Board Earnings, and their newsletter Monks Briefing. These are not attached.
Contains papers, voting by institutional Shareholders, Communication of Business Plans & Insider Dealing
44. 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.
45. 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.
46. 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.
47. Correspondence July/August 1991 from Hugh Collum, SmithKline Beecham
Covering letter and Hugh Collum's response to the Accounting Standards Board's publication on Structure of Financial Statements and the Statement of Principles
48. Letter, dated 8 July 1991, with annexes from JP Charkham, Bank of England
Letter contains draft Terms of Reference for the Committee, and proposals for end product with an outline for the final report.
49. 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.
50. 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.
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.
Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.
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.
Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.
Includes correspondence from an institutional investor and articles of association of Guinness.
Sets out what ASB would be happy for the Cadbury Committee to consider.
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.
Refers to the Blue Arrow affair and role of non-executive directors.
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.
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.
The invitation includes proposed conference programme.
73. Letter, dated 8 August 1991, from Michael Younger, Arthur D Little
Covering letter to recommend a book.
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.
One page is the first page of a draft paper about the role of auditors. Both pages have Sir Adrian's handwritten notes on the back which may refer to Committee Meeting or meeting with Mr Joll.
77. 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.
Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.
Paper prepared by Neville Bain. Not clear who is the intended audience.
80. Meeting with N. C. Bain 22/8/91.
Mostly relates to auditing and accounting standards.
81. Letter, dated 23 August 1991, from Sir Ron Dearing
Suggests possible representatives on the Committee.
82. 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
83. Correspondence with Noel Falconer, September 1991
Concentrates on the role of non-executive directors.
84. 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.
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.
86. 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.
88. Letter, dated 6 September 1991, from Nicholas Beale, Sciteb
Letter reports on two meetings about the technology-related aspects of corporate governance.
89. Memo and record of meeting with Mr Tony Groag, Head of Internal Audit at BP, 6 September 1991.
Includes a short paper by Groag on the role of internal audit.
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.
91. 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.
Gives the Labour position at the time.
Report of meeting focuses on auditing.
94. Letter, dated 23 September 1991, from Roger Gray, CIMA and supporting evidence.
This is a reply to a request for comments on financial reporting, audit committees and the responsibilities of auditors.
Record focuses on role of accounting standards and auditors.
96. Nigel Macdonald's comments on the consultation responses, 24 September 1992
Covers full range of the report.
97. Letter from Mark H Sheldon, Linklaters & Paines, 25 September 1991
Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.
Concentrates on the role of the auditor.
99. Record of meeting on 1 October 1991, with Mr James Leek, Director of Caparo Industries plc
Concentrates on the liability of auditors and their responsibilities.
These documents consider the issues in detail. These documents should be with the minutes which are missing.
101. Note of meeting with Mr John Stevenson on 1 October 1991
The focus of the meeting was the independence of auditors, Mr Stevenson is the retired technical partner of Touche Ross. Sir Adrian's handwritten notes from the meeting are attached.
102. Letter from Mrs SE Brown, DTI, 1 October 1991
Administrative letter.
103. Letters from Howard D Sherman, Institutional Shareholder Services, October 1991
Letters refer to a service Institutional Shareholder Services is developing.
104. Letter, dated 1 October 1991, from Simon Blunt about service contracts for directors.
Letter expresses concerns about contracts granted to directors.
Refers to service contracts for directors.
Confidential paper, with very limited circulation, comments on institutional investors and non-executive directors, remuneration and auditors.
107. 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.
108. CBI Birmingham dinner party guest list for 2 October 1991.
Lists guests and their companies.
109. 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.
Sets the background to interest by the Institute.
112. Record of meeting with Mr David Fifield on 3 October 1991
Evidence concentrates on short-termism.
The copies concentrate on ethics in business and a supporting code, performance monitoring and communications with shareholders.
114. 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.
Typescript outline speaking notes of 18 points.
Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.
117. Letter, dated 16 October 1991, from Sir David Lees, GKN plc
Letter comments on the number of non-executive directorships held.
118. Letter, 17 October 1991, from Mercury Asset Management
Letter comments on companies' performance and ineffective boards.
119. Letter, dated 22 October 1991, to PRONED,
Letter mentions the number of non-executive director posts held and the roles of non-executive directors.
120. Letter from JP Charkham to Sir Adrian Cadbury, 25 October 1991
Letter introduces Richard Greenbury and his wish to give evidence.
AC Hugh Smith agreed to co-opting Sir Christopher Hogg on to the Committee. Also includes handwritten notes in preparation for or taken at the meeting with Chris Hogg.
122. Letter, dated 28 October 1991, from Simon Jenkins, The Times
Letter sets out personal views on the role of non-executive directors.
123. 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.
124. 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.
125. Proposals on auditors, dated 31 October 1991.
This typewritten note summarises comments on auditors by four people: Austin Mitchell, Marjorie Mowlam, James Leek and Brandon Gough.
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.
Submission covers the role and responsibilities of boards of directors, financial reporting, shareholders, auditing and regulation.
This specifically relates to UITF Abstract 10 about disclosure of the directors' share options as part of the disclosure of board remuneration and compliance with the Cadbury Code.
129. Correspondence and submission for the Joseph Rowntree Charitable Trust, November 1991.
Submission to the Committee about shareholder relations, especially from viewpoint of institutional shareholder. Includes a handwritten note from Nigel peace wondering about asking Andrew Hugh Smoth for clarification.
130. Handwritten [notes for] CBI President's reception, 12 November 1991
Outlining the Committee's remit and work.
131. Letter from London Business School [Andrew Likierman], 20 November 1991.
Letter is response to a request to comment on the role and responsibilities of auditors. Also has Sir Adrian's handwritten notes on backs of two pages, headed respectivley Andrew Likierman and Bill Morrison.
Paper defines sound corporate governance, look at role and responsibilities of boards and how boards are expected to do so.
133. Letter, dated 22 November 1991, from Nigel Peace to Department of Trade and Industry
Letter seeks guidance on length of directors' service contracts.
Includes published material written by NAPF and survey on voting issues, proposals for an expanded auditors' report. See also CAD-01166.
Main topics covered: audit committees, their relationship with external auditors, reporting on internal control systems.
136. Monitoring compliance with the Code of Best Practice, 30 November 1994.
Document reports the statement of compliance or non-compliance with the Cadbury Code is included in the reports of all 631 companies, with one exception.
137. 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.
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.
139. Correspondence with Professor R H Gray, Dundee University, December 1991.
Submission and response on social and environmental accounting
140. Correspondence, dated December 1991, between Terry Arthur and the Committee.
Article concerns the role of the institutional investor.
141. 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
142. Record of meeting with Professor Andew Likierman, 3 December 1991.
Meeting is response to what the Committee is doing and why. The proposed framework was commented on and what should go in the report.
Includes a draft work programme and an update of the draft Accounting Practices Board discussion draft.
144. 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.
145. Letter, dated 16 December 1991, from Brian Houlden, Warwick Busines School
Letter concentrates on the role and behaviour of institutional shareholders, summarises UK investment in R& D, capital investment and takeovers with the funds now coming from the banks.
Letter sets out Arthur Andersen's views as a contribution to evidence gathering.
Comments on 100 Group paper definition of corporate governance, the board should be balanced and reporting.
148. Letter, dated 19 December 1991, from Dr Maurice Gillibrand
Short letter saying he will make a submission based on experience at ICI and Chloride.
149. Letter, dated 30 July 1991, from Sir Simon Hornby about giving evidence to the Committee
Lists the headings which Sir Simon Hornby would discuss.
150. Correspondence to and from Alan Diamond, March to July 1991.
Letters to and from Alan Diamond, including photocopies of those published in The Times and comments. Includes three unattributable pages entitled The counter proposals to arrest corporate greed, and handwritten notes presumably based on a meeting after 6 June 1991.
151. Memo, dated 21 October 1991, from Nigel Peace to Sir Adrian about the Caparo case.
Memo discusses the difference in the judgements given by the Court of Appeal and the House of Lords and includes the Coopers and Lybrand document on the Caparo decision.
Letters mainly relating to possible additions to the Committee, especially from the business world.
153. 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.
The document was written after the Committee meeting in September 1991 and summarises conclusions on non-executive directors and suggested words for training of directors, rights of directors, non-executive directors and directors' contracts.
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.