151 items, ordered by date. Show on timeline Items per page: 25 | 50 | 100 | All
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.
This paper is unpublished and covers fraud, auditors' responsibilities, directors' responsibilities with recommendations.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
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.
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.
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.
Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.
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.
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.
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.
Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.
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.
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.
Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.
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.
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.
Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.
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.
41. Letter, dated 1 October 1991, from Simon Blunt about service contracts for directors.
Letter expresses concerns about contracts granted to directors.
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.
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.
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.
Submission covers the role and responsibilities of boards of directors, financial reporting, shareholders, auditing and regulation.
52. Letter, dated 22 November 1991, from Nigel Peace to Department of Trade and Industry
Letter seeks guidance on length of directors' service contracts.
53. Correspondence with and submission from Institute of Public Relations, December 1991
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.
Letter sets out Arthur Andersen's views as a contribution to evidence gathering.
Comments on 100 Group paper definition of corporate governance, the board should be balanced and reporting.
58. 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.
59. Correspondence, January to March 1992, with CRW Wysock Wright about part-time Chairmen.
Correspondence is largely between Wysock Wright and Sir Brian Corby, Prudential.
60. Record of meeting with Hugh Collum, 100 Group, 14 January 1992
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.
Covers aspects of board of directors, internal controls, financial reporting, auditing.
63. 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.
64. 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.
65. Fax, 12 March 1992, with extract from NYSE's Appendix H.
Extract refers to Audit Committee and in particular to independence of its members.
The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.
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.
Letter welcomes the draft report and makes two suggestions for the final report.
Suggests an additional entry on the form about directors understanding their duties.
70. Letter, dated 16 June 1992, from Stewart Douglas-Mann, Guinness Mahon & Co.
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 enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.
73. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article.
Comments on institutional investors, non-executive directors and internal auditors.
74. Letter, dated 24 June 1992, from EA Bradman.
Comments on voluntary nature of the code, non-executive directors, the role of audit committees, directors' contracts and the independence of auditors.
75. Letter, 24 June 1997, from Edward Adeane, Hambros and reply by Nigel Peace.
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.
77. Letter and comments, dated 30 June 1992, from Tim Knowles.
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.
79. Letter, dated 1 July 1992, from AR Threadgold, POSTEL.
Comments on separation of roles of Chairman and Chief Executive, independent non-executive directors and directors service contracts and the independence of auditors.
80. Letter, dated 2 July 1992, from JJLG Sheffield, Norcros.
Comments on potential for two-tier boards, non-executive directors entitlement to take independent professional advice, internal control systems and going concern.
81. Letter, dated 3 July 1992, from AC Bryant, Bryant Group.
Comments on non-executive directors vs directors and audit committees.
82. Letter, 8 July 1992, from DEF Green.
Comments on independence of auditors, audit committees and non-executive directors.
83. Letter, 8 July 1992 from AG Biggart.
Comments on involvement of non-executive directors in strategic direction of companies.
84. Letter, 10 July 1992, from Anthony Habgood, Bunzl.
Comments on implications of widening the pool for non-executive directors, audit committees and accounting standards, different board structures.
85. Letter, 10 July 1992, from CM Stuart.
Comments on non-executive directors roles, internal control systems, the role of auditors.
86. Letter, 13 July 1992, from Sir George Russell, Marley plc.
Comments on differentiation between executive and non-executive directors, access to independent advice, and communication with shareholders.
87. Letter, 14 July 1992, from JBH Jackson.
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
88. Letter, dated 14 July 1992, to the Editor of the International Financial Law Review.
Letter refutes the claim that non-executive directors should only hold one such directorship.
89. Letter, dated 14 July 1992, to the Editor of the Sunday Telegraph, from Sir Adrian Cadbury.
Letter refutes the claim that non-executive directors should only hold one such directorship.
90. Letter, 15 July 1992, from Sir Colin Southgate, Thorn EMI plc.
Comments on the tone which suggests no director is to be trusted only non-executive directors.
91. Letter, 15 July 1992, from Sir Colin Corness, Redland plc.
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.
93. Extract from IFMA Update, 16 July 1992.
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.
94. Letter, 16 July 1992, from Gary Allen, IMI plc.
Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.
95. Letter, 17 July 1992, from New Bridge Street Consultants and comments.
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.
96. Letter, 20 July 1992, from the General Electric Company, plc.
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.
98. Letter, 20 July 1992, from Institute of Business Ethics.
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
99. Letter, 20 July 1992, from Andrew Robb, Pilkingon plc.
Comments on potential two-tier boards, non-executive directors, auditing.
100. Letter, 21 July 1992, from Paul Girolami, Glaxo.
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
Includes an outline proposal for a Chartered College of 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.