1992

1. Corporate Governance Committee Correspondence 1992-1994.

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.

2. Correspondence, January to March 1992, with CRW Wysock Wright about part-time Chairmen.

Correspondence is largely between Wysock Wright and Sir Brian Corby, Prudential.

3. Correspondence, dated November, from Clive Boxer, Davies Arnold Cooper and Laurence Cockcroft of Transparency International and KG Wilton.

Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.

4. Letter from Dermot de Trafford, Institute of Directors, 7 January 1992.

Expresses concerns about the misuse of information.

5. Record of meeting with Hugh Collum, 100 Group, 14 January 1992

Comments on the papers circulated for the 20-21 January 1992 meeting.

6. Letter, dated 14 January 1992, to MG Lickiss

Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.

7. Correspondence between Sir Adrian Cadbury and Dick Taverne, QC, chairman of PRIMA Europe January to February 1992.

Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.

8. Price Waterhouse submission to the Cadbury Committee on Financial Aspects of Corporate Governance, 5 February 1992

Covers aspects of board of directors, internal controls, financial reporting, auditing.

9. Letter, dated 21 February 1992, from Dr Maurice Gillibrand and submission to the Committee.

Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.

10. Papers to committee meeting on 26 February 1992 including implications of committee's proposals and EC company law proposals.

Includes report of a meeting with EC to discuss possible conflicts with the Committee's proposals and summaries the present position of the EC company law proposals.

11. Shearman & Sterling's memo to clients, 'Executive pay: the heat is on'.

Covers the background to complaints about high levels of executive pay and reform proposals.

12. A paper, dated 12 March 1992, giving CBI preliminary evidence to the Committee.

The paper covers the role and duties of directors, the responsibilities of institutional shareholders, auditors responsibilities and liabilities, accounting standards and pension fund management issues.

13. Fax, 12 March 1992, with extract from NYSE's Appendix H.

Extract refers to Audit Committee and in particular to independence of its members.

14. Letter, dated 24 March 1992, from Sir Ron Dearing.

Main purpose of the Committee was to strengthen the position of the auditor and clarify the responsibilities of the directors. Two vulnerabilities identified were accountability to the worker and the small shareholder.

15. Letter and note, dated 24 March 1992, from JP Charkham.

The note suggests a definition of corporate governance that includes employees, alternative working for the foreword and some suggestions on tenure.

16. Letter, dated 24 April 1992, from Chris Holder, Arthur Andersen covering views expressed at Cadbury Committee on Corporate Governance Dinner, 30 March 1992.

The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.

17. Letter, 7 July 1992, from JP Dobrowolski, Argos plc.

Comments on the role of internal auditors.

18. Correspondence, dated 10 April 1992, from JE Rogers, the National Association of Pension Funds.

Correspondence concerns increased voting by institutional shareholders with samples from Royal Insurance, General Accident and Lloyds Bank.

19. Papers from the Ditchley Conference, an international discussion 'Role & Governance of Companies' 24-26 April 1992, including Sir Adrian Cadbury's opening statement.

Includes Sir Adrian Cadbury's handwritten notes for the opening remarks, and on the two plenary sessions, various briefing notes, reports of the three groups and a list of attendees.

20. Letter from Richard C Breeden, US Securities and Exchange Commission, 27 April 1992.

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.

21. 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.

22. AC's [handwritten] notes on points made at a meeting to discuss Draft Report, undated.

The comments of individuals are marked by their initials.

23. Letter, dated 7 May 1992, from Sir Ron Dearing, Delta plc on behalf of the Financial Reporting Council.

Comments on potential for statements of conformity to become meaningless, possible progress to an international accounting regime and institutional shareholders, plus detailed comments.

24. Correspondence, dated May and June 1992, between Prof JM Samuels and Nigel Peace with supporting paper on directors' remuneration.

Paper concerns availability to shareholders of information about executive remuneration, based on an examination of Annual Reports.

25. Revised questions and answers brief for the launch of the [draft] report, 22 May 1992.

Includes 2 pp of 11 questions apparently compiled by ICAEW referring specifically to auditing and accounting aspects.