Item List : "Non-executive directors"

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. Making corporate governance more effective, paper submitted on 1 February, 1991, to Accountancy Age

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.

4. Letters from Marie Jennings, May and September 1991

Letters expressing interest in Committee and comment on independent non-executive directors.

5. 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.

6. 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.

7. In confidence. Record of meeting with Sir Ron Dearing, Chairman of the Financial Reporting Council, on 11 June 1991

Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.

8. 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.

9. 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.

10. Letter, dated 11 July 1991, and final draft by Bow Group Committee paper on corporate governance.

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.

11. Excerpt from Mr Charkham's note for record of his visit to Marks and Spencer (Sir Richard Greenbury) on 15 July 1991.

Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.

12. Correspondence with Guinness plc during 1991 and 1992 about roles of directors and separation of roles.

Includes correspondence from an institutional investor and articles of association of Guinness.

13. In confidence. Record of meeting with Professor David Tweedie, Chariman of the Accounting Standards Board, on 23 July 1991.

Sets out what ASB would be happy for the Cadbury Committee to consider.

14. Letter, dated 30 July 1991, from Sir Dennis Stevenson, offering to give evidence to the Committee

Refers to the Blue Arrow affair and role of non-executive directors.

15. Letter from Sir Simon Hornby, WH Smith, 30 July 1991, and record of meeting with Sir Simon Hornby, 30 October 1991

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.

16. 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.

17. Letter, dated 5 August 1991, from Alan Diamond

Comments on non-executive directors.

18. Letter, dated 20 August 1991, and notes on remuneration committees from Colin St Johnston, PRONED

Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.

19. 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

20. Correspondence with Noel Falconer, September 1991

Concentrates on the role of non-executive directors.

21. 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.

22. Letter, 4 September 1991, from M G Lickiss about proposed outcome of Corporate Governance Committee

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.

23. Letter, dated 6 September 1991, and documents on the non-executive director in the UK and corporate governance: the art of good boardmaking from CRA - Corporate Renewal Associates.

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.

25. Record of meeting with Marjorie Mowlam MP, Opposition Spokeswoman on Corporate and City Affairs, on 19 September 1991

Gives the Labour position at the time.