Item List : "Directors"

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.