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.