Item List : "Directors"

1. Handwritten notes entitled: Issues raised at PW [Price Waterhouse] debate, undated

Covers two-tier boards, audit committees, independence of non-executive directors.

2. Handwritten notes, headed Alan Sykes, Consolidated Goldfields, no date.

Covers non-executive directors and external auditing.

3. Letter, dated 2? October 1989, from JP Charkham, Bank of England.

Charkham passes on contact details of a German professors with an interest in boards of German companies.

4. Letter, 25 July 1990, and paper entitled 'Building a board: a guide for chairmen and CEOs.'

Paper was written by Jonathan Charkham at request of Bob Monks.

5. Making corporate governance more effective, personal paper by Professor JP(Ian) Percy, 19 December 1990.

This paper is unpublished and covers fraud, auditors' responsibilities, directors' responsibilities with recommendations.

6. 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

7. Letter, dated 30 January 1991, from CB Gough to Sir Peter Gregson, Permanent Secretary, Department of Trade & Industry

The letter refers to a meeting which covered the relationship between boards of directors and auditors and the effectiveness of audit. It proposes a review of corporate governance and accountability.

8. Making corporate governance more effective, paper submitted on 1 February, 1991, to Accountancy Age

The paper briefly reviews issues in corporate governance: appointment of non-executive directors to the board and their contribution; the integrity of financial information; auditing standards and the responsibilities of auditors.

9. Letters from Marie Jennings, May and September 1991

Letters expressing interest in Committee and comment on independent non-executive directors.

10. Letter, dated 9 May 1991, from Martin Simons

Letter, 9 May 1991, from Martin Simons about timely payment of bills. Accompanying photocopy of letter, published in The Times.

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

This is the briefing to launch a high level review.

12. Letters, June 1991, between Sir Adrian Cadbury and Neville Bain, Coats Viyella.

Neville Bain sets out some points on directors and responsibilities, annual reports and audit committees.

13. Confidential: PC 26 91 memo to the President's Committee for the meeting on 3 June 1991, including summary of a discussion document. Faxed 5 June 1991

This refers to a Statement of Best Practice published by the Institutional Shareholders' Committee and the ABI. It sets out key points, while asking the Committee to consider response to the ABI discussion document.

14. In confidence. Record of meeting with Sir Ron Dearing, Chairman of the Financial Reporting Council, on 11 June 1991

Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.

15. In confidence. Record of meeting with Mr Nigel Macdonald, vice president of the Institute of Chartered Accountants of Scotland and partner, Ernst and Young, on 14 June 1991.

Includes the terms of reference of the Working Party formed by the Institute of Chartered Accountants of Scotland to address selected issues concerning corporate governance.

16. In confidence. Record of meeting with Mr Andew Hugh Smith, Chairman of the London Stock Exchange, on 26th June, 1991.

Covers the middle ground.

17. Letter, dated 8 July 1991, with annexes from JP Charkham, Bank of England

Letter contains draft Terms of Reference for the Committee, and proposals for end product with an outline for the final report.

18. Letter, dated 8 July 1991, from Ian Hay Davison.

Letter in response to Sir Adrian Cadbury's letter of 2 July. IHD will send transcript of talk to ICAS on non-executive directors.

19. 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.

20. Letter, dated 11 July 1991, and final draft by Bow Group Committee paper on corporate governance.

Bow Group paper contains recommendations on non-executive directors, remuneration committees, audit committees, separation of roles, training for directors and their contracts, reporting auditing and memo from Sir Adrian Cadbury.

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. Record of meeting with Mr Brandon Gough, Senior Partner of Coopers & Lybrand Deloitte, on 15 July 1991

Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.

23. Correspondence with Guinness plc during 1991 and 1992 about roles of directors and separation of roles.

Includes correspondence from an institutional investor and articles of association of Guinness.

24. In confidence. Record of meeting with Professor David Tweedie, Chariman of the Accounting Standards Board, on 23 July 1991.

Sets out what ASB would be happy for the Cadbury Committee to consider.

25. Letter, dated 30 July 1991, from Sir Dennis Stevenson, offering to give evidence to the Committee

Refers to the Blue Arrow affair and role of non-executive directors.

26. Letter from Sir Simon Hornby, WH Smith, 30 July 1991, and record of meeting with Sir Simon Hornby, 30 October 1991

The letter is a response to a request to give evidence. Areas for discussion: responsibilities of shareholders, independence of auditors, influence of analysts, information to be given in reports.The letter has a siginifcant number of handwritten comments in Sir Adrian's hand.

27. Letter, dated 31 July 1991, from CB Gough, Coopers & Lybrand Deloitte

A contribution to the key issues for the Committee: roles of non-executive directors and shareholders; internal control systems; auditing appointments.

28. Letter, dated 5 August 1991, from Alan Diamond

Comments on non-executive directors.

29. Letter, dated 8 August 1991, from Michael Younger, Arthur D Little

Covering letter to recommend a book.

30. Letter, dated 20 August 1991, and notes on remuneration committees from Colin St Johnston, PRONED

Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.

31. Draft, dated 21 August 1991, evaluating a company's progress, prepared by Neville Bain, Coats Viyella

Paper prepared by Neville Bain. Not clear who is the intended audience.

32. 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

33. Correspondence with Noel Falconer, September 1991

Concentrates on the role of non-executive directors.

34. Correspondence, September 1991, on access to legal and professional advisers and reimbursement

Sir Adrian sought advice from ICI, Sir Denys Henderson, and Sir David Plastow, Vickers, about non-executive directors' access to professional services and reimbursement for costs. Also a note by Nigel Peace.

35. Letter, 4 September 1991, from M G Lickiss about proposed outcome of Corporate Governance Committee

Letter gives personal views of MG Lickiss on independence of non-executive directors and their responsibilities for discussing the process of the audit with external auditors, separation of the role of Chief Executive and Chairman, internal system controls applying to quoted companies.

36. 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.

37. 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.

38. Record of meeting with Mr Dennis Stevenson, chairman of SRU Group and non-executive director of Manpower plc (formerly Blue Arrow), on 9 September 1991. And letter written by Stevenson to Institutional Shareholders' Committee.

Comments on remuneration, directors' responsibilities and non-executive directors access to independent advice. Includes extract from a biographical sources and Sir Adrian's handwritten notes.

39. Record of meeting with Marjorie Mowlam MP, Opposition Spokeswoman on Corporate and City Affairs, on 19 September 1991

Gives the Labour position at the time.

40. Record of lunch with Mr Donald Main, Group Finance Director of Trust House Forte, on 24 September 1991

Record focuses on role of accounting standards and auditors.

41. Letter, dated 1 October 1991, from Simon Blunt about service contracts for directors.

Letter expresses concerns about contracts granted to directors.

42. Letter from Simon Blunt, 1 October 1991 and accompanying hand written note from Nigel Peace and newspaper extracts

Refers to service contracts for directors.

43. Letter from Andrew H Simon, Evode Group plc, 3 October 1991

Letter concentrates on various committees within a company and a responsible attitude being adopted by institutional shareholders.

44. Letter, dated 16 October 1991, from Lord Chilver, chairman of the Innovation Advisory Board and copy of Chapter 3 from the IAB publication 'Promoting innovation and long termism', published 1990.

Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.

45. Letter, dated 16 October 1991, from Sir David Lees, GKN plc

Letter comments on the number of non-executive directorships held.

46. Letter, dated 22 October 1991, to PRONED,

Letter mentions the number of non-executive director posts held and the roles of non-executive directors.

47. Letter, dated 28 October 1991, from Simon Jenkins, The Times

Letter sets out personal views on the role of non-executive directors.

48. Letter and submission from the Society of Investment Analysts, 29 October 1991

The submission covers the composition of the Board e.g. Separate Chairman and Chief Executive, non-executive directors; qualitative and quantitative financial reports, importance of non-executive directors, external auditors and audit committees.

49. Letter, dated 29 October 1991, from Ewan Macpherson, Smith & Williamson

Letter gives his view on roles and responsibilites of non-executive directors including remuneration committees.

50. 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.