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.
Covers all aspects of report and follow up.
Concentrates on the form of the report to be produced by the Committee. Includes notes headed Mike Sandland, ISC and Brandon Gough, Coopers & Lybrand.
Acknowledgement letters from Scottish Hydro-Electric, TSB Group and BET.
Contains notes that appear to be drawn from a variety of sources, e.g. Mercury Asset Management, Accountancy Age, Coopers & Lybrand, The Times (Graham Searjeant), CIMA, ICAS, FRAG.
This appears to be a typescript of an article that appeared in Directors & Boards, Spring 94, Vol. 18 Issue 3, p42-45, 3pp.
Sets out a definition and the definition used in the final report. Note this occurs in the file BEFORE CAD-03233.
The letter has attached detailed suggested refinements when the code is applied to smaller quoted companies.
Includes a photocopy of an article in the Times about staff training. AC's notes concentrate on openness, regulation and communication.
Paper summarises the issues in corporate governance and accountability, including responsibilities, current UK Legislation and EC Directives
This is the briefing to launch a high level review.
Letter suggests including a public relations representative on the Committee.
Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance
Comprises notes on terms of reference for the Committee and what the Committee should actually consider.
Comprises letter, agenda, list of corporate governance steering group members and Sir Adrian's handwritten notes for his report.
The note sets outs a what good corporate governance will achieve and how it is to be achieved.
Draft recommending the RSA conduct an enquiry into the objectives and values which a public company should serve.
Letter expresses surprise that no Chief Operating Officer or Chairman of a industrial company is a member of the Committee.
Correspondence advising Sir Adrian Cadbury of suitable and unsuitable meeting dates. Handwritten note by Nigel Peace - alternative dates being sought.
Includes the CBI response to the ABI discussion paper on the responsibilities of institutional shareholders and minutes of meeting held on 25 June 1991.
Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.
Letter advises Sir Adrian Cadbury of meeting where a wider remit was suggested and successfully argued against.
Reports a recommendation to add another industrialist to the Committee.
Notes refer to role and responsibilities of non-executive directors of larger publicly quoted companies.
Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.
Letter addressed to Nigel Peace includes comments by chapter on the structure of the report, with handwritten side annotations and a note by Nigel Peace.
Suggests possible representatives on the Committee.
Fax contains comments on a proposed structure for the final output and short comments on papers for the next meeting
Letter comments draft work programme and report, additonally commenting favourably on training programme for directors and legislation.
Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.
Letter reports on two meetings about the technology-related aspects of corporate governance.
Letter should be accompanied by transcript of speech to ICAS - may be elsewhere.
Covers full range of the report.
Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.
Letters refer to a service Institutional Shareholder Services is developing.
Letter refers to recommendations by institutions on corporate governance and highlights lack of sanctions for codes of conduct and possible conversation about the role of Chairman.
Sets the background to interest by the Institute.
Highlights two US articles about the principle that a corporation is run for the benefit of its shareholders.
Letter introduces Richard Greenbury and his wish to give evidence.
Highlights issues for a successor body, namely, research into compliance, research funding and recommended amendments to the Companies Act. Sarah Brown's letter deals with directors' service contracts, fees paid to audit firms for non-audit work, protection for auditors reporting fraud.
Outlining the Committee's remit and work.
Covering letter to their (the 100 Group of Finance directors) report, financial aspects of corporate governance
Letter seeks to clarify the focus for the Committee. Letter also sent to Sir Ron Dearing and Mike Lickiss.
Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.
Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.
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.
Comments on the role of internal auditors.
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.
52. 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.
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.
62. 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.
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.
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.
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.