Covers two-tier boards, audit committees, independence of non-executive directors.
Covers non-executive directors and external auditing.
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.
Letters expressing interest in Committee and comment on independent non-executive directors.
Letter, 9 May 1991, from Martin Simons about timely payment of bills. Accompanying photocopy of letter, published in The Times.
Neville Bain sets out some points on directors and responsibilities, annual reports and audit committees.
Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.
Letter in response to Sir Adrian Cadbury's letter of 2 July. IHD will send transcript of talk to ICAS on non-executive directors.
Includes the CBI response to the ABI discussion paper on the responsibilities of institutional shareholders and minutes of meeting held on 25 June 1991.
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.
Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.
Includes correspondence from an institutional investor and articles of association of Guinness.
Sets out what ASB would be happy for the Cadbury Committee to consider.
Refers to the Blue Arrow affair and role of non-executive directors.
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.
A contribution to the key issues for the Committee: roles of non-executive directors and shareholders; internal control systems; auditing appointments.
Comments on non-executive directors.
Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.
Fax contains comments on a proposed structure for the final output and short comments on papers for the next meeting
Concentrates on the role of non-executive directors.
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.
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.
Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.
24. 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.
Gives the Labour position at the time.
Record focuses on role of accounting standards and auditors.
Letter expresses concerns about contracts granted to directors.
Letter concentrates on various committees within a company and a responsible attitude being adopted by institutional shareholders.
Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.
Letter comments on the number of non-executive directorships held.
Letter sets out personal views on the role of non-executive directors.
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.
Letter gives his view on roles and responsibilites of non-executive directors including remuneration committees.
Main content is 'A submission to the Committee on the Finacinal Aspects of Corporate Governance by the Institute of Public Relations , City & Financial Group, December 1991.
Covers issues such as communication between boards and shareholders, emphasis on the long term, corporate reporting, company-auditor relationships, responsibilities of non-executive directors, audit committees and auditors responsibilities.
Includes a draft work programme and an update of the draft Accounting Practices Board discussion draft.
Correspondence on subjects such as rights of executive directors to seek external professional advice and be re-imbursed, comments on comments on the draft report, the interests of of the 'private' shareholder as well as the interests of the institutional ones.
Comments on the papers circulated for the 20-21 January 1992 meeting.
Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.
Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.
The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.
42. 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.
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 institutional investors, non-executive directors and internal auditors.
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.
Comments on non-executive directors, financial reporting, auditing and institutional shareholders.
Hirst expresses concern about the suggestion that non-executive directors should only serve on one board.
Comments on separation of roles of Chairman and Chief Executive, independent non-executive directors and directors service contracts and the independence of auditors.
Comments on potential for two-tier boards, non-executive directors entitlement to take independent professional advice, internal control systems and going concern.
Comments on non-executive directors vs directors and audit committees.
Comments on independence of auditors, audit committees and non-executive directors.
Comments on involvement of non-executive directors in strategic direction of companies.
Comments on implications of widening the pool for non-executive directors, audit committees and accounting standards, different board structures.
Comments on non-executive directors roles, internal control systems, the role of auditors.
Comments on differentiation between executive and non-executive directors, access to independent advice, and communication with shareholders.
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
Letter refutes the claim that non-executive directors should only hold one such directorship.
Letter refutes the claim that non-executive directors should only hold one such directorship.
Comments on the tone which suggests no director is to be trusted only non-executive directors.
Comments on position of auditors, potential to create two-tier boards, number of non-executive appointments and on the Code of Best Practice. Includes original and photocopy.
Financial Reporting Council comments on the draft report and includes 2 commenting letters and earlier ones. It also makes suggestions on how to alter the text while commenting on the auditors role, non-audit fees of the auditor.
Comments that the Code of Best Practice may not be practicable for small companies and there is too clear a distinction between executive and non-executive directors.
Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.
Comments on the calibre of non-executive directors, their remuneration and selection, the role of the board, committees of the board, independent advice and auditing.
Comments on non-executive directors and the effectiveness of the board, audit committess, expanded disclosure in interim results and changing auditors.
Comments in detail on sections of the draft report, approving the self regulation approach, questioning statements of compliance requirement, commenting on the role of non-executive directors, remuneration, auditing and shareholders' role.
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
Comments on potential two-tier boards, non-executive directors, auditing.
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
Comments on 'going concern', and number of non-executive directorships.
Comments on the issue of independence of non-executive directors.
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.
Comments on auditors' statutory protection and the role of non-executive directors.
Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.
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.
Comments on board of directors, non-executive directors, audit committees, reporting and the involvement of shareholders.
Comments on alternative accounting treatments, application to smaller companies and non-executive directors.
Comments on non-executive directors access to independent financial advice.
Rolls-Royce's comments on potential differences of responsibilities between non-executive and executive directors.
Comments on the Terms of Reference and standards of practice in unlisted companies,in addition to specific points.
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.
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.
Covers the role of institutional shareholders, auditors and non-executive directors.
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.
Covers all sections of the report with suggested replacement wording.
Proposed wording defining 'independent' non-executive directors.
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
Extract outlines the role of non-executive directors and committees within the board of directors.
Letter comments on the confusion between executive/non-executive directors, their independence and how that is counted if they are also Chairman.
Letter asks for Sir Adrian's help to lobby for consistent tax treatment of D & O insurance policies (applies to non-executive directors).
Concentrates on the experiences, including exposure to legal actions, of non-executive directors.
Seeks clarification about the number of independent non-executive directors.
Refers to compliance with the code by NatWest, Camelot, Rentokil. Relevant pages were not attached.
Summarises the findings of a survey of opinion about the role of non-executive directors in improving corporate governance.
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.
Letter apologises for a comment about the Cadbury proposals and makes a suggestion for the future.
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.
Letter comments on PIRC's concern about re-election of non-executive directors.
Comments on and suggests approaches on various aspects of AGMs, creating two classes of non-executive directors. Butcher supports rotation of auditors.
The document was written after the Committee meeting in September 1991 and summarises conclusions on non-executive directors and suggested words for training of directors, rights of directors, non-executive directors and directors' contracts.