1992

176. Letter, dated 18 August 1992, from DF Macquaker.

Main comment relates to internal controls, based on experience in the public sector.

177. Fax, dated 19 August [1992], from Sir Adrian Cadbury to Nigel Peace, about wording of 5.34, clipped to letter from MJ Harding, Ernst & Young, dated 3 August 1994.

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.

178. Correspondence, dated August 1992, from McMullen & Sons and to Andrew Hugh Smith about specific cases.

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.

182. Letters, dated 28 August 1992 from Sandy Easterbrook of Mallesons Stephen Jacques and accompanying paper on the issues of the AWA case.

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.

184. Letter and comments from the Hundred Group of finance directors on the draft report, 31 August 1992.

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.

189. Letter, dated 17 September 1992, and paper on corporate governance and the private shareholder, from Derek H Broome.

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.

191. Correspondence between the Committee and AJ Michie, Lloyds Bank, and also Hambros plc, most recent dated 25 September 1992.

Proposed wording defining 'independent' non-executive directors.

192. Letter, dated 22 October 1992, from Walter Stahr, US Securities and Exchange Commission and papers by Richard C Breeden and Lipton & Lorsch, plus fact sheets.

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.

193. The questionnaire on corporate governance arising out the Oxford Law Colloquium 1992 and the collated answers to it, 27 October 1992.

Questionnaire covered the Code of Best Practice, executive remuneration, activities of directors and others and auditing.

194. Letter, dated 30 October 1992, from Arthur Fleischer, chairman of Fried, Frank, Harris, Shriver & Jacobsen with their 1992 paper on executive compensation.

Full title 'Proxy reform and executive compensation reporting requirements: a new era of SEC activisim.

195. Letter, dated 3 November 1992, and the results of a survey by Pauffley & Co, from Nick Glanvill.

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.

198. Correspondence, dated 18 November 1992 between Sir Adrian Cadbury and PVS Manduca and HM Priestly, both of the Association of Investment Trusts.

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.

200. Sir Adrian's Cadbury's handwritten notes to Nigel Peace on what a press notice would be expected to contain, 23 November 1992.

Document concentrates on the issues raised in consultation.