Item List : "Directors"

101. Letter, dated 21 July 1992, from the Foreign and Colonial Investment Trust PLC.

Comments on 'going concern', and number of non-executive directorships.

102. Letter and comments, dated 23 July 1992, from Blenyth Jenkins, the Institute of Directors.

Comments in the context of the wider context of corporate governance, while focussing on internal control, self-regulation and enforcement, interim financial reporting and auditing.

103. Letter, dated 23 July 1992, and paper to a meeting ' The Stock Exchange and its customers in the 1990s', Glasgow 28 May 1992 and various newspaper articles.

Comments on the issue of independence of non-executive directors.

104. Comments, dated 24 July 1992, from Catherine Gowthorpe, Lancashire Polytechnic Business School.

Comments at length on non-executive directors - the qualities required, their financial interests and selection. Also includes comments on the board and in detail on aspects of auditing.

105. Letter, dated 28 July 1992, from Serious Fraud Office.

Comments on auditors' statutory protection and the role of non-executive directors.

106. Letter, dated 28 July 1992, from BDO Binder Hamlyn.

Comments on Code of Best Practice, audit committees, directors' contracts, reporting and aspects of auditing.

107. Letter, dated 28 July 1992, from Grant Thornton.

Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.

108. Letter, dated 28 July 1992, from McKenna & Co.

Letter covers enforcement of the code, the role of non-executive directors, separation of the roles of Chief Executive and Chairman, shareholders' role and that of the auditors with respect to fraud.

109. Letter, dated 29 July 1992, from Ewen Macpherson, 3i and findings from ukplc concerning the draft report.

Comments on board of directors, non-executive directors, audit committees, reporting and the involvement of shareholders.

110. Letter, dated 29 July 1992, from JC Kay, Gaskell plc and comments on the draft report.

Comments on alternative accounting treatments, application to smaller companies and non-executive directors.

111. Letter, dated 29 July 1992, from JNC James, Grosvenor Estate Holdings.

Comments on non-executive directors access to independent financial advice.

112. Letter, dated 30 July 1992, from Lord Toombes of Brailes with further comments.

Rolls-Royce's comments on potential differences of responsibilities between non-executive and executive directors.

113. Letter, dated 30 July 1992, from Mark Gifford-Gifford, Centre for Management Studies, University of Exeter.

Comments on the Terms of Reference and standards of practice in unlisted companies,in addition to specific points.

114. Letter, dated 31 July 1992, from Sir Richard Greenbury.

Letter comments on board structure, especially unitary boards, the duties of directors to shareholders and the responsibilities of the external auditors.

115. Letter, dated 31 July 1992, from Sir Andrew Hugh Smith, London Stock Exchange.

Comments on statements of compliance with the code of best practice as an obligation but not a requirement of listing, responsibilities of the directors and financial reporting.

116. Letter, dated 31 July 1992, from Neville Russell, accountants, and which includes comments on the draft report.

Comments on potential difficulties with a voluntary code and its review, for smaller companies, emphasis on non-executive directors and goes on to specific points.

117. Letter, dated 5 August 1992, from MN Karmel, British Bankers' Association.

Comments on independence of non-executive directors. This seems to be intended to be an addition to comments sent in July 1992, but not traced.

118. Letter from Financial Reporting Council, dated 6 August 1992, and extract re non-executive director, and Arthur Andersen's Audit committees for the 1990s

Covers the role of institutional shareholders, auditors and non-executive directors.

119. Letters, dated 28 August 1992 from Sandy Easterbrook of Mallesons Stephen Jacques and accompanying paper on the issues of the AWA case.

Includes a detailed paper on the implications of an Australian judgement regarding auditor negligence and the duties and responsibilities of the board of directors, including non-executive directors.

120. Meeting on 17 September 1992, Committee's conclusions on proposed revision to draft report.

Covers all sections of the report with suggested replacement wording.

121. Correspondence between the Committee and AJ Michie, Lloyds Bank, and also Hambros plc, most recent dated 25 September 1992.

Proposed wording defining 'independent' non-executive directors.

122. Correspondence, dated 18 November 1992 between Sir Adrian Cadbury and PVS Manduca and HM Priestly, both of the Association of Investment Trusts.

Comments on the high proportion of non-executive directors in investment trusts and includes a draft guidelines about non-executive directors of investment trusts. Relevance of the code to investment trusts

123. Typescript of an article, entitled 'The Role of the Finance Director in Corporate Governance' for Finance Directors Bulletin, January 1993 edtion and related correspondence.

In addition to the typescript of the article there is some information on the publication, Finance Directors' Bulletin.

124. Extract from Country Casuals Annual reports 1992/3.

Extract outlines the role of non-executive directors and committees within the board of directors.

125. Correspondence, February 1993, to the Committee Secretary from MB Sayers, Norton Rose and LC Ward, Dundas & Wilson and Hugh Collum, SnithKline Beecham.

Comments on: responsibilities of nominaton committees and their formation as standing or ad hoc committees; length of directors' contracts; guidance on access to independent professional advice.

126. Fax from Gina Cole to Sir Adrian Cadbury about disclosure of directors' earnings, 11 June 1993.

The fax seems to be largely extracts from the 1989 Companies Act.

127. Correspondence with Mr Ross Goobey, June 1993 concerning directors' contracts.

Correspondence centres on 'somewhat fudge' remark by ARG in connection with Cadbury Committee and directors' contracts.

128. Letter, dated 23 August 1993, from Paul Richards, Institute of Investment Management and Research.

Letter comments on the confusion between executive/non-executive directors, their independence and how that is counted if they are also Chairman.

129. Letter, 3 September 1993, and copy of article by Dr Sadtler on the board in corporate strategy.

The paper appeared in Long Range Planning vol. 26(4), p112-113.

130. Committee on the Financial Aspects of Corporate Governance, 9 September 1993 agenda and supporting papers.CFACG(93)3rd meeting

The file also includes a copy of CAD-01327. It seems the documents for the 9 September meeting were sent out with copies of Coopers & Lybrarnd report (CAD-01327), the Auditing Practices Board drafts 'Disclosure relating to corporate governance & interim financial, the Working Party on Internal Control document on guidance for directors information and accompanying letter.

131. Letter, dated 1 October 1993, from Sir Timothy Harford.

Letter asks for Sir Adrian's help to lobby for consistent tax treatment of D & O insurance policies (applies to non-executive directors).

132. Correspondence (September & November) with Eversheds (for Tolley's), and Theodore Goddard about the directors' responsibilities statements.

This refers to the wording in reports and accounts about Directors' responsibilities as mention in the Code of Best Practice. Also included is the text of an article for the Law Society's Gazette.

133. Corporate Governance Committee meeting on 24 November 1993 including extending report's recommendations to large private companies, progress from the monitoring subcommittee, going concern guidance, financial reporting and corporate governance 'overload',

In addition to the supporting doucments for the meeting it contains the minutes of the meeting.

134. Letter from Martin Chester, 20 December 1993, about article in Law Society Gazette.

The 3 November article in Law Society Gazette and its interpretation.

135. Letter, dated 31 December 1993, from JJ Goodman, Guarantee Equity & Management.

Concentrates on the experiences, including exposure to legal actions, of non-executive directors.

136. Letter, dated 21 April 1994, from Sir Ron Dearing, chairman of Camelot.

Seeks clarification about the number of independent non-executive directors.

137. Letter to Sir Adrian Cadbury from Gina Cole about companies' compliance with the Code, 22 April 1994.

Refers to compliance with the code by NatWest, Camelot, Rentokil. Relevant pages were not attached.

138. Letter, dated 20 May 1994, from Paul Hague, Business & Market Research, and report of survey of non-executive directors.

Summarises the findings of a survey of opinion about the role of non-executive directors in improving corporate governance.

139. Two letters from Gina Cole and correspondence from other parties forwarded by her, July, August 1994.

Informs Sir Adrian of requests to speak, attend dinners or meetings in connection with the Code and seeking his comments on disclosure of directors stock options.

140. Letter from Nigel Peace, DTI, 12 September 1994 about aspects of company law.

Nigel gives the context to answer the query about two-tier boards which would be theoretically possible with directors having specified responsibilities.

141. Chairman's brief for the meeting on Wednesday 8(sic) December 1994, agenda for the meeting and minutes of the meeting held on Wednesday 7 December 1994.

Deals with internal control systems, issues for the successor body, monitoring compliance [with the Code] and various aspects handled by the Monitoring Sub-committee. Also includes letter from DTI on length of directors' service contracts, disclosure of no-audit fees paid to firms, protection for auditors reporting fraud. A note sets out proposed amendment to minutes of meeting held on 14 September, 1994.

142. Letter, dated 21 February 1995, from Alan MacDougall, PIRC, and reply from Sir Adrian Cadbury, 9 March 1995, to Anne Simpson, PIRC.

Contains arrangements for AC to speak at PIRC conference and guidance on 'independence ' of directors and its relationship with compliance with the Code.

143. Fax, dated 21 February 1995, to Sir Adrian Cadbury.

Mentions arrangements for OECD, and query about independence of directors.

144. Agenda, dated 2 March 1995, for meeting on 7 March, including minutes of the previous meeting and supporting papers.

Includes PIRC's request for the Committee to define 'independence' of non-executive directors. A paper about the publication of the monitoring report is also included.

145. Letter from [Owen Green], dated 28 March 1995.

Letter apologises for a comment about the Cadbury proposals and makes a suggestion for the future.

146. Letter, 27 April 1995, from Anne Simpson, PIRC.

Letter indicates PIRC is amending wording in its documents with respect to director independence and also advising on actions re executive remuneration policy.

147. Press briefing 24 May 1995, question and answer brief for the Chairman.

The document gives answers to expected questions ranging from Stock Exchange listing rules, Greenbury committee, successor body, research, compliance with the code of best practice, non-executive directors.

148. Letter, 31 May 1995, from Viscount Weir.

Letter comments on PIRC's concern about re-election of non-executive directors.

149. Letter, 14 June 1995, from Patrick Mileham, University of Paisley and proposal for a Chartered College of Directors.

Includes an outline proposal for a Chartered College of Directors.

150. Letter and comments, dated 27 July 1992, from Donald B Butcher, representing the UK Shareholders' Association.

Comments on and suggests approaches on various aspects of AGMs, creating two classes of non-executive directors. Butcher supports rotation of auditors.