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.