Item List : "Comments on corporate governance draft report"

1. Comments from VW Benjamin, undated.

Comments on the absence of input from business, executive remuneration, separation of roles, application of the code to smaller listed companies and various aspects of auditing. Also includes comments on specific paragraphs.

2. My [Sir Adrian Cadbury's handwritten] notes on reaction to comments received on draft, possible revisions.

Covers all aspects of report and follow up.

3. Letter, final draft, undated, from Richard Balarkas of City Group for Smaller Companies with comments on [draft] report.

The letter has attached detailed suggested refinements when the code is applied to smaller quoted companies.

4. 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.

5. Nigel Macdonald's comments on the consultation responses, 24 September 1992

Covers full range of the report.

6. Correspondence, dated November, from Clive Boxer, Davies Arnold Cooper and Laurence Cockcroft of Transparency International and KG Wilton.

Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.

7. Letter, dated 24 March 1992, from Sir Ron Dearing.

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.

8. Letter, 7 July 1992, from JP Dobrowolski, Argos plc.

Comments on the role of internal auditors.

9. 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.

10. AC's [handwritten] notes on points made at a meeting to discuss Draft Report, undated.

The comments of individuals are marked by their initials.

11. Letter, dated 7 May 1992, from Sir Ron Dearing, Delta plc on behalf of the Financial Reporting Council.

Comments on potential for statements of conformity to become meaningless, possible progress to an international accounting regime and institutional shareholders, plus detailed comments.

12. Evidence submitted to the Committee prior to publication of draft report, 26 May 1992.

Lists organisations, companies and individuals who submitted evidence to the Committee, and meeting notes and published documents.

13. Letter from Sir Nicholas Goodison, TSB Group, 29 May 1992.

Letter expresses support for the draft report.

14. Letter, dated 31 May 1992, from Tony Morton and comments on the draft report.

Comments on voluntary nature of compliance, internal control systems and comments on specific paragraphs.

15. 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.

16. Letter from Martin Lipton, Watchell, Lipton , Rosen & Katz, 3 June 1992 to Sir Adrian Cadbury and proposal for lead independent directors.

Letter welcomes the draft report and makes two suggestions for the final report.

17. Letter from Sir Ron Dearing, Financial Reporting Council, 4 June 1992

Further comments on the Committee's report, specifically the Code of Best Practice and auditors role.

18. Letter, dated 8 June 1992, from DJ Hughes with acknowledgement by Nigel Peace.

Comments that serious problems shareholders face, on remuneration committees and the Caparo case. Includes memo from Nigel Peace.

19. Letter, dated 10 June 1992, from Ron Dearing, Financial Reporting Council and Companies House form 288.

Suggests an additional entry on the form about directors understanding their duties.

20. Letter, dated 15 June 1992, from Neville Bain, Coats Viyella giving comments on the draft report and Code of Best Practice.

Includes comments on audit committees, the role of auditors, board effectiveness and internal system controls.

21. Letter, dated 16 June 1992, from Stewart Douglas-Mann, Guinness Mahon & Co.

Comments on the wording re independence of non-executive directors.

22. Comments, dated 17 June 1992, by JC Dwek, Bodycote International plc, letter and reply by Nigel Peace.

Comments that fraud is very difficult to prevent and comments on non-executive directors and auditing, especially their resignation advice.

23. Letter, dated 17 June 1992, from Gavin Fryer with background information and reply by Nigel Peace.

Comments on enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.

24. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article.

Comments on institutional investors, non-executive directors and internal auditors.

25. Letter, dated 23 June 1992, from Top Pay Research Group.

Comments on the provisions for non-executive directors to take advice and their roles and responsibilities, independence of auditors, directors' remuneration.