Financial aspects

65 items, ordered by date.

1. Committee meeting, handwritten notes, undated

Concentrates on the form of the report to be produced by the Committee. Includes notes headed Mike Sandland, ISC and Brandon Gough, Coopers & Lybrand.

2. Letters from three recipients of the [Cadbury] report

Acknowledgement letters from Scottish Hydro-Electric, TSB Group and BET.

3. Correspondence, June and July 1991, between Roger Haywood, Institute of Public Relations and Sir Adrian Cadbury

Letter suggests including a public relations representative on the Committee.

4. Record of meeting with Sir Demot de Trafford, Chairman, Institute of Directors, on 25th June, 1991 and paper ‘Committee on the financial aspects of corporate governance, dated 5 June 1991

Comprises notes on terms of reference for the Committee and what the Committee should actually consider.

5. Correspondence relating to CBI Steering Group on Corporate Governance meeting on 25 June 1991

Comprises letter, agenda, list of corporate governance steering group members and Sir Adrian’s handwritten notes for his report.

6. Letter, dated 3 July 1991, from AC Hugh Smith, Chairman of London Stock Exchange

Letter expresses surprise that no Chief Operating Officer or Chairman of a industrial company is a member of the Committee.

7. Letter, dated 4 July 1991, from Hugh Collum, SmithKline Beecham about meeting dates

Correspondence advising Sir Adrian Cadbury of suitable and unsuitable meeting dates. Handwritten note by Nigel Peace – alternative dates being sought.

8. Record of meeting with Mr Mike Sandland, chairman of the Institutional Shareholders Committee, on 15 July 1991

Also contains background to the Committee. Suggests the ToR should focus on financial aspects.

9. Letter, dated 17 July 1991, from Sir Ron Dearing, Financial Reporting Council

Letter advises Sir Adrian Cadbury of meeting where a wider remit was suggested and successfully argued against.

10. Letter, dated 18 July 1991, from JP Charkham, Bank of England

Reports a recommendation to add another industrialist to the Committee.

11. Letter, dated 14 August 1991, from AC Hugh Smith, London Stock Exchange, about additional member of the Committee

Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.

12. Letter, dated 19 August 1991, from Andrew Likierman, London Business School

Letter addressed to Nigel Peace includes comments by chapter on the structure of the report, with handwritten side annotations and a note by Nigel Peace.

13. Letter, dated 23 August 1991, from Sir Ron Dearing

Suggests possible representatives on the Committee.

14. 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

15. 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.

16. Letter from Ian Hay Davison, dated 10 September 1991, should have speech to ICAS attached

Letter should be accompanied by transcript of speech to ICAS – may be elsewhere.

17. Letter from Mrs SE Brown, DTI, 1 October 1991

Administrative letter.

18. Record of meeting with the Institute of Public Relations on 3 October 1991 and correspondence with the Institute

Sets the background to interest by the Institute.

19. Issues for the Committee’s successor body, 30 November 1994 and Sarah Brown’s response to enquiries about progress in implementing three recommendations in [the Cadbury] report

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.

20. Handwritten [notes for] CBI President’s reception, 12 November 1991

Outlining the Committee’s remit and work.

21. Letter, dated 13 December 1991, to Andrew Hugh Smith

Letter seeks to clarify the focus for the Committee. Letter also sent to Sir Ron Dearing and Mike Lickiss.

22. Letter, dated 14 January 1992, to MG Lickiss

Letter is responding to MG Lickiss’ comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.

23. Letter from Richard C Breeden, US Securities and Exchange Commission, 27 April 1992

Sir Adrian Cadbury had advised RC Breeden of forthcoming draft report and offered to send him one. Nigel Peace has added handwritten post-it note saying he will contact Walter Stahr (also of US SEC) to discuss.

24. Committee on the Financial Aspects of Corporate Governance Draft Report issued for public comment, 27 May 1992

The draft report was issued after considering the views of many who were consulted or submitted evidence. The views came from institutes, companies and individuals. The Committee also considered relevant published documents. The draft report included the Code of Best Practice.

25. Letter from PJ Butler, KPMG Peat Marwick, 10 July 1992

Letter supports Sir Adrian remaining as figurehead to deal with matters arising in following two years.

26. Letter, dated 22 July 1992, to Sir Andrew Hugh Smith, Sir Ron Dearing, Jim Butler and Sir Adrian Cadbury

About the publication of the final report or separate code and involvement of commercial publishers.

27. Sir Adrian’s Cadbury’s handwritten notes to Nigel Peace on what a press notice would be expected to contain, 23 November 1992

Document concentrates on the issues raised in consultation.

28. Memo to Sir Adrian setting out criteria for distribution of draft report, dated 25 November 1992, and sample letter to company and extracts for Stock Exchange Daily Official List

The memo mentions *draft* report but date suggests distribution of final report. It should go to all listed companies, investment trusts and USM listed companies. Also included is a half page of Sir Adrian’s handwritten notes concentrating on aspects of the role and responsibilities of boards.

29. Handover notes (mostly handwritten), December 1992, from Nigel Peace to Gina Cole

The notes cover the ‘live’ administrative issues. Note about contract with Gee for publishing the final report.

30. Correspondence , December 1992, praising the work of the Committee and its final report

Includes congratulatory letters from: Accounting Standards Board, CBI and press release, press release from Institute of Directors, press release from CBI (Confederation of British Industry) and Coats Viyella. Also includes acknowledgement from Department of Trade and Industy about staff.

31. Correspondence, dated December 1992, form Morgan, Lewis & Bockius and Wachtell, Lipton, Rosen & Katz

Both letters offer congratulations on the final report.

32. Press conference on 1 December 1992, draft opening statement by Sir Adrian Cadbury, includes launch of Committee’s draft report and handwritten notes by Sir Adrian Cadbury

The main item is the press conference for the final report but is usefully set beside the notes for the launch of the draft report.

33. Press conference Tuesday 1 December 1992, briefing notes

Notes to enable consistent answers to be given to questions from the press.

34. Letter, dated 3 December [1992], from Viscount Watkinson

Sent after the launch of the final report.

35. Letter from Jonathan Charkham, 21 January 1993 and print-out from a newspaper database

Letter discusses publication (of what?)

36. Meeting of the Committee on the Financial Aspects of Corporate Governance, 3 March 1993, CFACG(93)1st Meeting

Consists of the agenda and supporting papers on monitoring the Committee’s recommendations and the Code of Best Practice. Guidance to companies on interpretation of the report and code of best practice. The file also includes the agenda and supporting papers for sub-committee meeting held on 31 March 1993 and supporting papers, Terms of Reference, factors to consider when monitoring compliance, summaries of organisations known to have the capability to monitor compliance with the code and extracts from their work.

37. Meeting of the Committee on the Financial Aspects of Corporate Governance, 3 June 1993. CFACG(93)2nd Meeting

Includes the agenda for the meeting and supporting papers on directors’ pension contributions, non-executive directors contracts, going concern and financial reporting and the Stock Exchange implementation of the Cadbury Code. Also included is note of the key points arising from a meeting between Martin Scicluna, Martyn Jones and Sir Adrian Cadbury on 22 April 1993.

38. Committee on the Financial Aspects of Corporate Governance, 9 September 1993 agenda and supporting papers.CFACG(93)3rd meeting

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.

39. 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.

40. 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.

41. 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.

42. Committee on the Financial Aspects of Corporate Governance, press briefing, Thursday 17 February 1994

Contains list of attendees, Committee membership, (missing a letter regarding the role of the Committee) press cuttings, extracts from ICAS Working Party recommendations on internal control and examples of corporate governance statements.

43. Minutes of the Committee meeting held on Wednesday 23 February 1994 and covering memo

The minutes deal with APB exposure drafts, guidance on going concerns and internal controls, compliance and controlling shareholders. The accompanying note list items also enclosed (but missing from the collection).

44. 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.

45. 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.

46. Sir Adrian Cadbury, Committee Meeting 14 September 1994, Winning for Britain – Labour’s strategy for industrial success CFACG(94)3

Contains a summary of key points of the Labour Party to tackle short-termism and lack of competitiveness. Also includes the extract: Designing new corporate structures.

47. 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.

48. Letter to Sydney Treadgold from Gina Cole about successor body, 18 October 1994, including paper on research and issues for a successor body

Includes full details of membership and sponsorship to date, in addition to listing issues for the successor body and the work of the sub-committee monitoring compliance.

49. Correspondence with John Holland, November 1994, about financial institutions and their role in corporate governance

Includes full text of paper, Self regulation and the financial aspects of corporate governance.

50. Correspondence between Sir Sydney Lipworth and Sir Adrian Cadbury, November 1994 concerning successor body and including paper on successor body

Sir Adrian states wishes to retire as Chairman and discusses membership, sponsorship and possible issues for the successor body. Includes FRC(94)49.

51. Fax to Sir Adrian Cadbury from Gina [Cole], 3 November 1994

Preliminary to the meeting of the Financial Reporting Council which will discuss a successor body to the CFACG.

52. Paper entitled ‘Successor to the Cadbury Committee’ FRC(94)49 and covering letter 15 November 1994

The paper sets out possible terms of reference and the issues the successor body could address.

53. Letter, dated 25 November 1994, from Paul Rutteman and comment on by the Auditing Practices Board on draft about ‘Internal control and financial reporting’

Comments on and seeks discussions with the Committee on the draft guidance on paragraph 4.5 of the Cadbury Code i.e. Reportable weakness and effectiveness of internal financial control systems.

54. Arlen plc CFACG(94) 9

Arlen plc made a statement about compliance with the Code which auditors reported as inadequate. As a result it was requested that Sir Adrian Cadbury write to the institutional directors requesting they should contact the company. See press cutting file for 3-page extract.

55. Letter, dated 30 November 1994, from Martin Jones, Touche Ross to Mark Sheldon, Linklaters & Paines

The letter opines that encouragement to to express opinions about the effectiveness of internal control would be premature.

56. Chairman’s brief for the meeting on Wednesday 8(sic) December 1994, agenda for the meeting and minutes of the meeting held on Wednesday 7 December 1994

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.

57. Sir Adrian Cadbury CFACG(94) 4th meeting 7 (or 8?)December 1994

This is a file number and no individual papers are extant. It comprises several items.

58. Foreword for [ICAEW?] Working Group on Internal Control and Financial Reporting and accompanying handwritten fax, 15 December 1994

Foreword to the ICAEW’s guidance on internal control and financial reporting which appeared in Accountancy, February 1995.

59. Letter, dated 21 February 1995, from Alan MacDougall, PIRC, and reply from Sir Adrian Cadbury, 9 March 1995, to Anne Simpson, PIRC

Contains arrangements for AC to speak at PIRC conference and guidance on ‘independence ‘ of directors and its relationship with compliance with the Code.

60. Letter, dated 22 February 1995, and meeting note from SW Treadgold, Financial Reporting Council

Meeting concerns the need for a successor committee, who will sponsor it, including dealing with remit, membership and financing.

61. Memo and briefing for Chairman for Committee Meeting 7 March 1995, dated 3 March 1995

Mentions a request for Sir Adrian Cadbury to speak in Liverpool, articles appearing in the FT on 27 February 1995, and meeting with DTI on 7 March.

62. Minutes of meeting held on Tuesday 7 March 1995

Topics covered include: successor body, independence of directors and the draft report on monitoring.

63. File contains mainly press notices and articles from late 1995

Also included are some responses to a questionnaire seeking opinions on topics for review.

64. Correspondence between Sir Adrian Cadbury and Mark Sheldon, Linklaters & Paines, about the committee meeting and committee composition

Letters mainly relating to possible additions to the Committee, especially from the business world.

65. Draft terms of reference for corporate governance exercise, setting up the committee, first meeting and outline work programme

This series sets out the draft terms of reference (25 April 1991), sets up the financial arrangements for the Committee, a briefing paper (13 May 1991), outline work programme and framework for the report, meeting dates and membership.