Audit committees

40 items, ordered by date.

1. Handwritten notes of Sir Adrian Cadbury arranged by topic and source of comment, no date.

Includes coments from CBI, KPMG, IoD, CBI Committee, ICAS, and individuals. Main headings are remuneration, independent audit, information to be included in reports.

2. Handwritten notes entitled: Issues raised at PW [Price Waterhouse] debate, undated

Covers two-tier boards, audit committees, independence of non-executive directors.

3. News release, 2 April 1991, from the Institute of Chartered Accountants of Scotland, Scots CAs set up corporate governance working party

The brief is to consider : management’s responsibility for financial statements; the need to require companies to maintain adequate internal control systems; the implications of these issues for the role of audit committees. Membership of the Committee is listed.

4. 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.

5. 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.

6. In confidence. Record of meeting with Mr Nigel Macdonald, vice president of the Institute of Chartered Accountants of Scotland and partner, Ernst and Young, on 14 June 1991

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.

7. In confidence. Record of meeting with Mr Jim Butler, Senior Partner of KMPG [sic] Peat Marwick McLintock, on 18 June 1991

Draws attention to the various working groups within the accountancy profession.

8. 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.

9. 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.

10. Letter, dated 29 July 1991, and notes on corporate governance from Lord Ezra, House of Lords

Notes refer to role and responsibilities of non-executive directors of larger publicly quoted companies.

11. Draft, dated 21 August 1991, evaluating a company’s progress, prepared by Neville Bain, Coats Viyella

Paper prepared by Neville Bain. Not clear who is the intended audience.

12. Meeting with N. C. Bain 22/8/91

Mostly relates to auditing and accounting standards.

13. 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.

14. 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.

15. Letter, 20 September 1991, to JAB Joll, and record of meeting with Mr James Joll, Finance Director of Pearson plc on 19 September, 1991

Report of meeting focuses on auditing.

16. Letter, dated 23 September 1991, from Roger Gray, CIMA and supporting evidence

This is a reply to a request for comments on financial reporting, audit committees and the responsibilities of auditors.

17. Record of meeting with Mr Derek Foster, recently retired technical partner of Arthur Young, on 26 September 1991

Concentrates on the role of the auditor.

18. Record of meeting on 1 October 1991, with Mr James Leek, Director of Caparo Industries plc

Concentrates on the liability of auditors and their responsibilities.

19. Memoranda to the Committee from the Financial Reporting and Auditing Group 1- giving more power to shareholders in their dealings with auditors CFACG(91)9 FRAG and 2 – the form an content of financial reporting

These documents consider the issues in detail. These documents should be with the minutes which are missing.

20. 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.

21. Letter, dated 22 October 1991, to PRONED,

Letter mentions the number of non-executive director posts held and the roles of non-executive directors.

22. Record of meeting with Dr GH Selim, President of the Institute of Internal Auditors, on 30 October 1991

Main topics covered: audit committees, their relationship with external auditors, reporting on internal control systems.

23. Letter, dated 19 December 1991, from JP Charkham, Bank of England and extracts from Conference Board Research Report

Comments on 100 Group paper definition of corporate governance, the board should be balanced and reporting.

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

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

25. Fax, 12 March 1992, with extract from NYSE’s Appendix H

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

26. Letter, dated 17 June 1992, from Gavin Fryer with background information and reply by Nigel Peace

Comments on enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.

27. Letter, dated 3 July 1992, from AC Bryant, Bryant Group

Comments on non-executive directors vs directors and audit committees.

28. Letter, 8 July 1992, from DEF Green

Comments on independence of auditors, audit committees and non-executive directors.

29. 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.

30. 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.

31. Letter, 14 July 1992, from JBH Jackson

Comments from his perspective of ‘professional chairman’ and strongly in favour of unitary boards.

32. 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.

33. Comments, dated 23 July 1992, from the Chartered Institute of Management Accountants

Comments on the separation of roles, non-executive directors , internal control systems, audit and remuneration committees and various aspects of auditing.

34. Letter, dated 28 July 1992, from BDO Binder Hamlyn

Comments on Code of Best Practice, audit committees, directors’ contracts, reporting and aspects of auditing.

35. Letter, dated 31 July 1992, from Maureen Howe, Legal and General, and response to the draft code

Welcomes the code and comments with concerns about possible two-tier board and time-limited contracts for non-executives.

36. Typescript of an article, entitled ‘The Role of the Finance Director in Corporate Governance’ for Finance Directors Bulletin, January 1993 edtion and related correspondence

In addition to the typescript of the article there is some information on the publication, Finance Directors’ Bulletin.

37. Extract from Country Casuals Annual reports 1992/3

Extract outlines the role of non-executive directors and committees within the board of directors.

38. Correspondence up 11 December 1992 with Gavin Burnett and David Lewis, Molyneux Estates

Peace gives pointers concerning points raised: audit and remuneration committees and application of the Code to smaller companies.

39. Letter, dated 19 October 1994, from Mr Gillum about audit committees

Recounts a case history of auditing and proposes a solution.

40. Letter, dated 30 July 1991, from Sir Simon Hornby about giving evidence to the Committee

Lists the headings which Sir Simon Hornby would discuss.