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.
Correspondence is largely between Wysock Wright and Sir Brian Corby, Prudential.
Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.
Expresses concerns about the misuse of information.
Comments on the papers circulated for the 20-21 January 1992 meeting.
Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.
Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.
Covers aspects of board of directors, internal controls, financial reporting, auditing.
Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.
Includes report of a meeting with EC to discuss possible conflicts with the Committee's proposals and summaries the present position of the EC company law proposals.
Covers the background to complaints about high levels of executive pay and reform proposals.
The paper covers the role and duties of directors, the responsibilities of institutional shareholders, auditors responsibilities and liabilities, accounting standards and pension fund management issues.
Extract refers to Audit Committee and in particular to independence of its members.
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.
The note suggests a definition of corporate governance that includes employees, alternative working for the foreword and some suggestions on tenure.
The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.
Comments on the role of internal auditors.
Correspondence concerns increased voting by institutional shareholders with samples from Royal Insurance, General Accident and Lloyds Bank.
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.
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.
21. Correspondence from Ron Dearing, Financial Reporting Council, including responses to the draft report from ICAEW, Rowena Mills Associates, Delta plc and Sears plc between 1 May 1992 and 23 July 1992.
Includes comments on differentiation between executive and non-executive board members, role of auditors and non-audit fees. Memo from Nigel Peace included.
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.
Paper concerns availability to shareholders of information about executive remuneration, based on an examination of Annual Reports.
Includes 2 pp of 11 questions apparently compiled by ICAEW referring specifically to auditing and accounting aspects.
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.
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.
This note summarises the criticisms only - it does not summarise the favourable comments.
Letter expresses support for the draft report.
Comments on voluntary nature of compliance, internal control systems and comments on specific paragraphs.
Acknowledgements for copies of draft report, dinners and international spread of Committee's report.
33. Report on a pilot study on attitudes toward the issues of corporate governance, a presentation by Angus Maitland, Burson-Marsteller at CBI/B-M conference on Corporate Governance 10 June 1992 and reply by Nigel Peace.
Reports the results of a survey. Auditors are least likely to benefit while non-executive directors benefit most. Responsibility for compliance lies with company management and institutional shareholders or Stock Exchange, while expresses doubts over self-regulation.
Notes on directors' remuneration in the US, especially shareholder input, in particular the SEC proposals.
Letter welcomes the draft report and makes two suggestions for the final report.
Further comments on the Committee's report, specifically the Code of Best Practice and auditors role.
The paper covers performance and remuneration, enhanced disclosure for investors while not supporting government regulation of compensation packages.
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.
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.
Comments on institutional investors, non-executive directors and internal auditors.
Comments on the provisions for non-executive directors to take advice and their roles and responsibilities, independence of auditors, directors' remuneration.
Comments on voluntary nature of the code, non-executive directors, the role of audit committees, directors' contracts and the independence of auditors.
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.
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.
Comments on the application of the code to smaller companies.
Comments on the application of the code to smaller companies.
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.
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.
Reviews commercial publishing options generally and mentions publishing the code separately.
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.
Comments on non-executive directors vs directors and audit committees.
Includes a paper on European accounting, audit independenc and regulation.
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.
Author suggests that an 'Appointed Accountant' with responsibility for preparing financial reports, should be employed.
Comments on appearing to be written with best interests of directors, and aspects of auditing.
Comments on the delegation of powers by the board to the subcommittees.
Comments on self-regulatory approach, separation of roles of Chairman and Chief Executive and non-executive directors, directors' remuneration and financial reporting.
Letter requests a copy of the draft report.
Comments on independence of auditors, audit committees and non-executive directors.
Letter informs that Allied Lyons complies with the code although the appointmentof non-executive directors is informal and would prefer a voluntary code.
Comments on involvement of non-executive directors in strategic direction of companies.
Comments mostly on the role of employees.
Warns against a prescriptive approach, that effectively promotes two-tier boards.
Comments on implications of widening the pool for non-executive directors, audit committees and accounting standards, different board structures.
Comments on auditing, complying with a code of best practice, non-executive directors, internal control systems and going concern recommendations.
Comments on employee shareholders, directors pay-offs and pension funds.
Comments on non-executive directors roles, internal control systems, the role of auditors.
Letter supports Sir Adrian remaining as figurehead to deal with matters arising in following two years.
Comments on information for the small shareholder, going concern and extended comments on take-overs and fraud.
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.
Comments on differentiation between executive and non-executive directors, access to independent advice, and communication with shareholders.
Comments on the role of the Company Secretary, achieving effective governance, potential two-tier boards, remuneration committees, audit committees, financial reporting and going concern.
Comments on non-executive directors, the separation of roles of Chairman/Chief Executive, audit committess and auditing and financial reporting.
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
Comments on the need for independent directors, institutional investors.
Comments that a Cadbury 2 Committee is needed to consider enviornmental management systems.
Letter refutes the claim that non-executive directors should only hold one such directorship.
Letter refutes the claim that non-executive directors should only hold one such directorship.
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.
Comments on board structures, internal control systems, enhanced disclosure in interim reports and going concern requirement.
Comments on the tone which suggests no director is to be trusted only non-executive directors.
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.
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.
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.
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.
Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.
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.
Broadly welcomes the draft report, while believing the code should be applied to all companies.
Comments on non-executive directors and the effectiveness of the board, audit committess, expanded disclosure in interim results and changing auditors.
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.
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
Comments on potential two-tier boards, non-executive directors, auditing.
Response to negative comments about likely compliance and shareholders representatives on the Board.
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
Comments on 'going concern', and number of non-executive directorships.
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.
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.
Comments on the separation of roles, non-executive directors , internal control systems, audit and remuneration committees and various aspects of auditing.
Letter to Nigel Peace gives specific comments on the draft report which is generally welcomed.
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.
Comments on codes for standards of conduct, the role of internal auditors and an auditing committee, fraud and compliance with the code.
Comments on auditors' statutory protection and the role of non-executive directors.
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.
Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.
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.
Largely concerns building societies and the ratio of executive to non-executive directors.
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.
Comments on alternative accounting treatments, application to smaller companies and non-executive directors.
Comments on non-executive directors access to independent financial advice.
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.
Comments on non-executive directors' roles and independence, board remuneration and auditing.
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.
Rolls-Royce's comments on potential differences of responsibilities between non-executive and executive directors.
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.
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.
Comments on various committees, financial reporting, auditing and the going concern disclosure.
Comments on disclosure of remuneration, performance pay and access to the Audit Committee.
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.
The main comments relate to terms of reference of the Committee, internal control and internal audit.
Letter comments on board structure, especially unitary boards, the duties of directors to shareholders and the responsibilities of the external auditors.
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.
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.
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.
Contains detailed comments on the draft report. The main recommendation relates to the supervisory function of the board.
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.
Main comments are on auditing, quality of boards and appointment to boards, monitoring compliance with the Code, two-tier boards and audit committees.
Generally supportive comments about the draft report.
Contains the first two pages of the filing regarding the extent of an accountant's duty of care in the preparation of an independent audit of client's financial statements extends to persons other than the client.
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.
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.
Comments on the division between executive and non-executive directors, pensions governance, shareholders and gives detailed comments on specific paragraphs.
Comments on different responsibilities of directors and auditors and the section in the draft report on the Board.
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.
Comments on the availability of high calibre non-executive directors, unitary boards, internal auditors and auditor rotation.
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.
Covers the role of institutional shareholders, auditors and non-executive directors.
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.
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.
Comments on various paragraphs in section 4 in detail and also on auditing.
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.
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.
Comments on board structures and accountability, shareholder participation and auditors.
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.
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.
Collates and summarises 70 reponses to the draft report from companies and business organisations.
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.
Summarises reponses from 21 institutional and private shareholders.
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.
Comments on shareholder responsibilities, communications between companies and shareholders, executive remuneration and accounting standards.
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.
Comments on compliance and enforcement of the code and possible extensions.
Includes a detailed paper on the implications of an Australian judgement regarding auditor negligence and the duties and responsibilities of the board of directors, including non-executive directors.
The document concentrates on financial control and reporting.
Particularly raises the issue of the voluntary nature of the code.
Document summarises all responses.
Covers the entire report and the issue of who will take the work on after the report is published.
Comments on institutional shareholders, and shareholder voting and communication during takeover bids.
Covers all sections of the report with suggested replacement wording.
Paper sets out a proposal to bring institutional and private shareholders together.
JP Charkham mentions conversation with Michael Angus about separation of roles.
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.
Full title 'Proxy reform and executive compensation reporting requirements: a new era of SEC activisim.
Reports the results of a survey to establish how recommendations by the Committee and the Accounting Standards Board were received.
Thanks for contributing to a CBI event.
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 sets out terms of reference for research into compliance with the Cadbury proposals. ICAEW intends to fund a programme of research.
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.
Letter of thanks for the report.
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.
The notes cover the 'live' administrative issues. Note about contract with Gee for publishing the 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.
Notes to enable consistent answers to be given to questions from the press.
Sent after the launch of the final report.
ICSA advises it will publish a schedule of matters that boards should consider.
Concerns legal aspects of corporate governance. Clearly, seems to have been earlier correspondence between Eaglen and Sir Adrian.
In addition to the typescript of the article there is some information on the publication, Finance Directors' Bulletin.
Ziff raises the issue of the significant delay between the market and the small shareholder receiving information.
Comments on and suggests approaches on various aspects of AGMs, creating two classes of non-executive directors. Butcher supports rotation of auditors.
Raises SEC approach to corporate governance, compliance with Code of Best practice, auditors and the cost of compliance. It includes the documents from the SEC about executive compensation.
Comments on the tone of the draft report, non-executive directors, remuneration, audit and code compliance as a listing requirement.
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.