1991

51. 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.

52. Letter, dated 12 July 1992, from JP Charkham, Bank of England

Letter discusses the Merrett-Sykes paper about two classes of directors.

53. 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.

54. Record of meeting with Mr Mike Sandland, chairman of the Institutional Shareholders Committee, on 15 July 1991

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.

59. Record of meeting with Mr Brandon Gough, Senior Partner of Coopers & Lybrand Deloitte, on 15 July 1991

Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.

60. 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.

61. 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.

62. Letter, dated 23 July from PJ Butler, KPMG and paper, Reports on the application of acconting principles [Canada].

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.

67. 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.

68. 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.

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.

70. Fabian Society Discussion paper no 7: Accounting for change; proposals for reform of audit and accounting.

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.

72. Correspondence, dated 6 August 1991, from IBC Financial Focus limited inviting Sir Adrian to speak on the role of auditors at a conference, Stockmarket in the 1990s.

The invitation includes proposed conference programme.

73. Letter, dated 8 August 1991, from Michael Younger, Arthur D Little

Covering letter to recommend a book.

74. Letter, dated 14 August 1991, from AC Hugh Smith, London Stock Exchange, about additional member of the Committee

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.

76. First two pages of a fax, dated 18 August 1991, to Sir Adrian Cadbury with handwritten notes on the back of both pages.

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.

78. 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.

79. Draft, dated 21 August 1991, evaluating a company's progress, prepared by Neville Bain, Coats Viyella

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.

85. 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.

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.

87. 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.

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.

90. 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.

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.

92. 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.

93. Letter, 20 September 1991, to JAB Joll, and record of meeting with Mr James Joll, Finance Director of Pearson plc on 19 September, 1991

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.

95. 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.

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.

98. Record of meeting with Mr Derek Foster, recently retired technical partner of Arthur Young, on 26 September 1991.

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.

100. Memoranda to the Committee from the Financial Reporting and Auditing Group 1- giving more power to shareholders in their dealings with auditors CFACG(91)9 FRAG and 2 - the form an content of financial reporting.

These documents consider the issues in detail. These documents should be with the minutes which are missing.