Item List : "Corporate governance"

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. Committee meeting, handwritten notes, undated.

Concentrates on the form of the report to be produced by the Committee. Includes notes headed Mike Sandland, ISC and Brandon Gough, Coopers & Lybrand.

4. Letters from three recipients of the [Cadbury] report.

Acknowledgement letters from Scottish Hydro-Electric, TSB Group and BET.

5. Handwritten notes, undated, headed 'Views'.

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.

6. What can American boards learn from the British?

This appears to be a typescript of an article that appeared in Directors & Boards, Spring 94, Vol. 18 Issue 3, p42-45, 3pp.

7. Untitled and undated, definitions of 'corporate governance' by Nigel Peace with a later note by Sir Adrian Cadbury.

Sets out a definition and the definition used in the final report. Note this occurs in the file BEFORE CAD-03233.

8. 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.

9. Letters from Marcy Murninghan of the John W McCormick Institute of Public Affairs, November, December 1990, January 1991 about an interview for Harvard Business Review and hand written notes.

Includes a photocopy of an article in the Times about staff training. AC's notes concentrate on openness, regulation and communication.

10. Coopers & Lybrand Deloitte paper on corporate governance and accountability, 30 January 1991

Paper summarises the issues in corporate governance and accountability, including responsibilities, current UK Legislation and EC Directives

11. Draft, the financial aspects of corporate governance briefing, 13 May 1991.

This is the briefing to launch a high level review.

12. Correspondence, June and July 1991, between Roger Haywood, Institute of Public Relations and Sir Adrian Cadbury

Letter suggests including a public relations representative on the Committee.

13. Letter, dated 18 June 1991, from Sciteb about technology aspects of corporate governance discussion

Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance

14. Record of meeting with Sir Demot de Trafford, Chairman, Institute of Directors, on 25th June, 1991 and paper 'Committee on the financial aspects of corporate governance, dated 5 June 1991

Comprises notes on terms of reference for the Committee and what the Committee should actually consider.

15. Correspondence relating to CBI Steering Group on Corporate Governance meeting on 25 June 1991.

Comprises letter, agenda, list of corporate governance steering group members and Sir Adrian's handwritten notes for his report.

16. A note, date 27 June 1991, on corporate governance.

The note sets outs a what good corporate governance will achieve and how it is to be achieved.

17. Discussion draft: the purpose and responsibilities of the Public Company, 2 July 1991

Draft recommending the RSA conduct an enquiry into the objectives and values which a public company should serve.

18. Letter, dated 3 July 1991, from AC Hugh Smith, Chairman of London Stock Exchange

Letter expresses surprise that no Chief Operating Officer or Chairman of a industrial company is a member of the Committee.

19. Letter, dated 4 July 1991, from Hugh Collum, SmithKline Beecham about meeting dates

Correspondence advising Sir Adrian Cadbury of suitable and unsuitable meeting dates. Handwritten note by Nigel Peace - alternative dates being sought.

20. Correspondence with and papers from CBI, 10 July 1991, including minutes of meeting

Includes the CBI response to the ABI discussion paper on the responsibilities of institutional shareholders and minutes of meeting held on 25 June 1991.

21. 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.

22. Letter, dated 17 July 1991, from Sir Ron Dearing, Financial Reporting Council

Letter advises Sir Adrian Cadbury of meeting where a wider remit was suggested and successfully argued against.

23. Letter, dated 18 July 1991, from JP Charkham, Bank of England.

Reports a recommendation to add another industrialist to the Committee.

24. Letter, dated 29 July 1991, and notes on corporate governance from Lord Ezra, House of Lords

Notes refer to role and responsibilities of non-executive directors of larger publicly quoted companies.

25. Letter, dated 14 August 1991, from AC Hugh Smith, London Stock Exchange, about additional member of the Committee

Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.

26. Letter, dated 19 August 1991, from Andrew Likierman, London Business School

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.

27. Letter, dated 23 August 1991, from Sir Ron Dearing

Suggests possible representatives on the Committee.

28. Fax letter from Mrs SE Brown, DTI, 30 August 1991.

Fax contains comments on a proposed structure for the final output and short comments on papers for the next meeting

29. Letter, dated 5 September 1991, from JP Charkham, Bank of England

Letter comments draft work programme and report, additonally commenting favourably on training programme for directors and legislation.

30. Letter, dated 6 September 1991, and documents on the non-executive director in the UK and corporate governance: the art of good boardmaking from CRA - Corporate Renewal Associates.

Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.

31. Letter, dated 6 September 1991, from Nicholas Beale, Sciteb

Letter reports on two meetings about the technology-related aspects of corporate governance.

32. Letter from Ian Hay Davison, dated 10 September 1991, should have speech to ICAS attached

Letter should be accompanied by transcript of speech to ICAS - may be elsewhere.

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

Covers full range of the report.

34. Letter from Mark H Sheldon, Linklaters & Paines, 25 September 1991

Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.

35. Letter from Mrs SE Brown, DTI, 1 October 1991

Administrative letter.

36. Letters from Howard D Sherman, Institutional Shareholder Services, October 1991

Letters refer to a service Institutional Shareholder Services is developing.

37. Letter, 2 October 1991, from Sir Denys Henderson, ICI

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.

38. Record of meeting with the Institute of Public Relations on 3 October 1991 and correspondence with the Institute

Sets the background to interest by the Institute.

39. Letter from Professor Henry T.C. Hu, University of Texas at Austin, 9 October 1991

Highlights two US articles about the principle that a corporation is run for the benefit of its shareholders.

40. Letter from JP Charkham to Sir Adrian Cadbury, 25 October 1991

Letter introduces Richard Greenbury and his wish to give evidence.

41. Issues for the Committee's successor body, 30 November 1994 and Sarah Brown's response to enquiries about progress in implementing three recommendations in [the Cadbury] report.

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.

42. Handwritten [notes for] CBI President's reception, 12 November 1991

Outlining the Committee's remit and work.

43. Letter, dated 3 December 1991, from Hugh Collum The Hundred Group of Finance Directors

Covering letter to their (the 100 Group of Finance directors) report, financial aspects of corporate governance

44. Letter, dated 13 December 1991, to Andrew Hugh Smith

Letter seeks to clarify the focus for the Committee. Letter also sent to Sir Ron Dearing and Mike Lickiss.

45. 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.

46. Letter, dated 14 January 1992, to MG Lickiss

Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.

47. 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.

48. Letter and note, dated 24 March 1992, from JP Charkham.

The note suggests a definition of corporate governance that includes employees, alternative working for the foreword and some suggestions on tenure.

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

Comments on the role of internal auditors.

50. Papers from the Ditchley Conference, an international discussion 'Role & Governance of Companies' 24-26 April 1992, including Sir Adrian Cadbury's opening statement.

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.