101. 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.
103. Letter, 20 July 1992, from Institute of Business Ethics.
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
104. Letter, 20 July 1992, from Andrew Robb, Pilkingon plc.
Comments on potential two-tier boards, non-executive directors, auditing.
105. Sir Adrian Cadbury's letter to Law Society Gazette, 20 July 1992.
Response to negative comments about likely compliance and shareholders representatives on the Board.
106. Letter, 21 July 1992, from Paul Girolami, Glaxo.
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
107. Letter, dated 21 July 1992, from the Foreign and Colonial Investment Trust PLC.
Comments on 'going concern', and number of non-executive directorships.
108. 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.
110. 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.
112. 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.
113. 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.
114. 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.
115. 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.
116. Letter, dated 28 July 1992, from Serious Fraud Office.
Comments on auditors' statutory protection and the role of non-executive directors.
117. 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.
119. 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.
120. 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.
121. Letter, dated 29 July 1992, from TF Mathews, Building Societies Commission.
Largely concerns building societies and the ratio of executive to non-executive directors.
122. 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.
125. 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.
126. Letter, dated 29 July 1992, from JNC James, Grosvenor Estate Holdings.
Comments on non-executive directors access to independent financial advice.
127. 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.
129. Letter, dated 29 July 1992, from CA Mallin, University of Liverpool.
Comments on non-executive directors' roles and independence, board remuneration and auditing.
130. 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.
132. 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.
133. 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.
134. 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.
136. Letter, dated 30 July 1992, from PM Elliott, English China Clays.
Comments on various committees, financial reporting, auditing and the going concern disclosure.
137. 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.
138. 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.
141. 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.
142. 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.
143. 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.
144. 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.
145. 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.
147. 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.
148. 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.
150. 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.
151. Letter, dated 31 July 1992, from Professor Gerald Vinten, Luton College of Higher Education.
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.
155. 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.
157. 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.
158. 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.
159. 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.
160. 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.
161. 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.
Covers the role of institutional shareholders, auditors and non-executive directors.
163. 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.
164. 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.
165. 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.
166. 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.
167. 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.
168. Comments, dated 10 August 1992, from GT Southern, Humberside County Council.
Comments on board structures and accountability, shareholder participation and auditors.
169. 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.
170. 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.
171. Summary of responses by companies up to 12 August 1992.
Collates and summarises 70 reponses to the draft report from companies and business organisations.
172. 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.
175. Summary of responses by shareholders up to 14 August 1992.
Summarises reponses from 21 institutional and private shareholders.
176. 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.
179. 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.
180. 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.
181. Letter, dated 27 August 1992, with comments from the Society of Labour Lawyers.
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.
183. 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.
185. Main issues raised in consultation response, 8 September 1992.
Document summarises all responses.
186. 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.
187. Comments, dated 15 September 1992, from Roger Morton.
Comments on institutional shareholders, and shareholder voting and communication during takeover bids.
188. Meeting on 17 September 1992, Committee's conclusions on proposed revision to draft report.
Covers all sections of the report with suggested replacement wording.
Paper sets out a proposal to bring institutional and private shareholders together.
190. Letter, 18 September 1992, from JP Charkham.
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.
196. Letter, dated 11 |November 1992 from Sr Michael Angus, CBI.
Thanks for contributing to a CBI event.
197. 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
199. Corporate governance/Cadbury Committee: research. Note for meeting on 1 December 1992.
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.