57 items, ordered by date.
1. The code of best practice, undated
This would seem to be a print-out of a presentation on the code of best practice on the report of the Committee.
2. Refers to the code of best practice, undated
These look like notes to set out the key principles set out in the code of best practice.
3. Untitled [press briefing?], undated document about compliance with the Code of Best Practice
The document lists 7 questions and answers about compliance with the Code of Best Practice.
4. 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.
5. Letter, 2 October 1991, from Sir Denys Henderson, ICI
Letter refers to recommendations by institutions on corporate governance and highlights lack of sanctions for codes of conduct and possible conversation about the role of Chairman.
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.
This specifically relates to UITF Abstract 10 about disclosure of the directors’ share options as part of the disclosure of board remuneration and compliance with the Cadbury Code.
8. Monitoring compliance with the Code of Best Practice, 30 November 1994
Document reports the statement of compliance or non-compliance with the Cadbury Code is included in the reports of all 631 companies, with one exception.
Includes comments on differentiation between executive and non-executive board members, role of auditors and non-audit fees. Memo from Nigel Peace included.
10. Letter, dated 31 May 1992, from Tony Morton and comments on the draft report
Comments on voluntary nature of compliance, internal control systems and comments on specific paragraphs.
Comments on enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.
12. 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.
13. Letter, dated 29 June 1992, from Richard Brown, the Association of British Chambers of Commerce
Comments on the application of the code to smaller companies.
14. Letter, dated 30 June 1992, from Jane E Lyon, Union of Independent Companies
Comments on the application of the code to smaller companies.
15. Draft letter about publication of final report, July 1992
Reviews commercial publishing options generally and mentions publishing the code separately.
16. Letter, 8 July 1992, from DEF Green
Comments on independence of auditors, audit committees and non-executive directors.
17. Letter, 8 July 1992, from Michael Jackaman, Allied Lyons plc
Letter informs that Allied Lyons complies with the code although the appointmentof non-executive directors is informal and would prefer a voluntary code.
18. Letter, 10 July 1992, from NC Kelleway, Rikard Keen & Co
Comments on auditing, complying with a code of best practice, non-executive directors, internal control systems and going concern recommendations.
19. Letter, 13 July 1992, from Gerard Howe, Howe Associates
Comments on distinctions between executive and non-executive directors, compliance with the code, separation of roles and board appointments, committees, directors remuneration, auditors and other services to organisations.
20. 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.
21. Letter, 15 July 1992, from Graham Nicholson addressed to the President of ICSA
Comments on the code only applying to holding companies.
22. 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.
23. Draft response of ICAEW, dated 16 July 1992
Comments on voluntary approach, timing of implementation of compliance, which companies it should be applied to, auditor endorsement, costs, executive and non-executive directors and auditing. Detailed comments are included for some paragraphs.
24. Letter, 20 July 1992, from David Fifield
Comments on ownership models, accountancy work, short-termism.
25. Sir Adrian Cadbury’s letter to Law Society Gazette, 20 July 1992
Response to negative comments about likely compliance and shareholders representatives on the Board.
26. Letter, 21 July 1992, from Paul Girolami, Glaxo
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
27. Letter, 21 July 1992, from Slough Estates plc
Comments on the Code of Best Practice, financial reporting and possible regulation.
28. Letter and report, dated 24 July 1992, from the Institute of Internal Auditors
Comments on codes for standards of conduct, the role of internal auditors and an auditing committee, fraud and compliance with the code.
29. 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.
30. Letter, dated 29 July 1992, from David Jinks, Cadbury Schweppes
Comments on potential for two-tier boards, enforcement, involvement of investors, various aspects of auditing, going concern and disclosure of directors’ remuneration.
31. Letter, dated 30 July 1992, and comments from NN Graham Maw, Rowe & Maw
Comments on the Code of Best Practice and sets out the author’s own code besides commenting on other issues in the report, especially enforcement of the Code.
32. 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 in the manner of a learned paper, highlighting some alternatives or where the report could have been stronger and monitoring compliance.
34. Letter, dated 10 August 1992 from RC Grayson, British Petroleum company plc
Comments on the perceived division of roles for executive and non-executive directors and auditors responsibility to review a company’s (non)/compliance with the Code. Further comments on internal controls are included.
35. Corporate governance/Cadbury Committee: research. Note for meeting on 1 December 1992
Document sets out terms of reference for research into compliance with the Cadbury proposals. ICAEW intends to fund a programme of research.
Advises all Stock Exchange-listed companies, USM companies and Yellow Book subscribers that they should report compliance with the Cadbury Code for the first financial report filed after 30 June 1993.
37. Publications on internal control, financial reporting, going concern and a survey of compliance
These publications aim to provide background, guidance or give an overview of the response to the report.
Reports the results of a survey of reactions to the Cadbury recommendations. See context in CAD-02269.
There is draft guidance on compliance with the Code of Best Practice and also guidance on the topic issued in December 1993. In July 1993 the APB issued a draft for comment on reviewing interim financial information.
40. Letter, dated 7 September 1993, from Dermot de Trafford, Institute of Directors
Author sends his comments on agenda items for Committee meeting, namely, 1 – extending the Code to large private companies, including extending the Code to smaller listed companies and comments on terminology for executive and non-executive directors.
41. Minutes of Committee meeting held on 9 September 1993
Matters reported include extending the application of the Code to large private companies, and possible extension to smaller companies, progress of monitoring sub-committee and their work, rolling contracts, terminology for directors.
This report covers medium-sized companies as opposed to the July report covering the top 200.
43. Publications on corporate governance and compliance with the Code of Best Practice
Includes work done for the sub committee on implementation of the Code of Best Practice.
44. Briefing for Sir Adrian Cadbury – informal press briefings, Thursday 17 February 1994
The document covers the number of copies distributed, other UK organisations and jurisdictions interested in the report, progress on monitoring the Code’s implementation, going concern and internal controls.
45. Sir Adrian Cadbury, Committee meeting 19 May 1994
The file includes the text of Sir Owen Green’s Pall Mall Lecture, statistics from the ABI on compliance, agenda and papers on independent boards, monitoring compliance and various papers on internal control.
Refers to compliance with the code by NatWest, Camelot, Rentokil. Relevant pages were not attached.
47. Minutes of the [Committee] meeting on 10 May 1995
Accompanying note says no further Committee meetings will be held. Minutes indicate new Committee with 12 members and a Chairman. The Committee also considered proposed changes to Stock Exchange Listing Rules and compliance with the Code.
48. Minutes of the [Committee] meeting held on Wednesday 14 September 1994
Minuted items: internal control (ref Paul Rutteman), going concern, Labour Party document (See CAD-02281) and monitoring compliance with the Code.
49. Publication of the results of the ABI survey into compliance with the Code, CFACG(94)6
The paper sets out the case for publication of the survey into compliance with the Code.
50. Companies with debt listings, 30 November 1994
The paper seeks to establish whether clarification or exemption is required on Paragraph 3.1 statement of compliance about debt-listed companies.
Contains arrangements for AC to speak at PIRC conference and guidance on ‘independence ‘ of directors and its relationship with compliance with the Code.
52. Minutes of meeting held on Tuesday 7 March 1995
Topics covered include: successor body, independence of directors and the draft report on monitoring.
53. 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.
54. Minutes of meeting at the Stock Exchange, 1 June 1995
Minutes of a meeting held to resolve apparent confusion about the Stock Exchange listing rules and the Code of Best Practice. The press line is to target specific areas of compliance rather than a blanket approach.
55. Memo, dated 6 June 1995, to Committee members with handwritten notes by Sir Adrian Cadbury
Reports the meeting at the Stock Exchange with Michael Lawrence and John Kemp Welch.
56. Letter, dated 14 August 1995, from Nigel Peace, DTI
Letter discusses prosposed amendments to the Stock Exchange listing rules and its aim to establish itself as an effective regulator.
57. Letter, dated 12 November 1992, from Beharrell, Thompson
Raises SEC approach to corporate governance, compliance with Code of Best practice, auditors and the cost of compliance. It includes the documents from the SEC about executive compensation.