Directors’ responsibilities

22 items, ordered by date.

1. Making corporate governance more effective, personal paper by Professor JP(Ian) Percy, 19 December 1990

This paper is unpublished and covers fraud, auditors’ responsibilities, directors’ responsibilities with recommendations.

2. 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

3. Confidential: PC 26 91 memo to the President’s Committee for the meeting on 3 June 1991, including summary of a discussion document. Faxed 5 June 1991

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.

4. 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.

5. In confidence. Record of meeting with Mr Andew Hugh Smith, Chairman of the London Stock Exchange, on 26th June, 1991

Covers the middle ground.

6. 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.

7. Record of meeting with Mr Brandon Gough, Senior Partner of Coopers & Lybrand Deloitte, on 15 July 1991

Presents the auditor’s view. NOTE: implication that BG’s behind the scenes work had been influential in setting up Committee.

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

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

9. National Westminster Bank’s submission to the Committee on the Financial Aspects of Corporate Governance, November 1991

Submission covers the role and responsibilities of boards of directors, financial reporting, shareholders, auditing and regulation.

10. 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.

11. Correspondence with Austin Mitchell and Prem Sikka and their submission, December 1991, January 1992

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.

12. Record of meeting with Mr Bill Morrison, Chairman of the Auditing Practices Board, on 4 December 1991

Includes a draft work programme and an update of the draft Accounting Practices Board discussion draft.

13. 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.

14. Letter, dated 10 June 1992, from Ron Dearing, Financial Reporting Council and Companies House form 288

Suggests an additional entry on the form about directors understanding their duties.

15. Letter, 10 July 1992, from CM Stuart

Comments on non-executive directors roles, internal control systems, the role of auditors.

16. 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.

17. 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.

18. Correspondence (September & November) with Eversheds (for Tolley’s), and Theodore Goddard about the directors’ responsibilities statements

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.

19. Corporate Governance Committee meeting on 24 November 1993 including extending report’s recommendations to large private companies, progress from the monitoring subcommittee, going concern guidance, financial reporting and corporate governance ‘overload’,

In addition to the supporting doucments for the meeting it contains the minutes of the meeting.

20. Letter from Martin Chester, 20 December 1993, about article in Law Society Gazette

The 3 November article in Law Society Gazette and its interpretation.

21. 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.

22. Summary of conclusions on non-executive directors from meeting of the committee on financial aspects of corporate governance, 21 September 1991

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.