Independent directors

6 items, ordered by date.

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

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

2. Letter from Martin Lipton, Watchell, Lipton , Rosen & Katz, 3 June 1992 to Sir Adrian Cadbury and proposal for lead independent directors

Letter welcomes the draft report and makes two suggestions for the final report.

3. 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.

4. Fax, dated 21 February 1995, to Sir Adrian Cadbury

Mentions arrangements for OECD, and query about independence of directors.

5. Agenda, dated 2 March 1995, for meeting on 7 March, including minutes of the previous meeting and supporting papers

Includes PIRC’s request for the Committee to define ‘independence’ of non-executive directors. A paper about the publication of the monitoring report is also included.

6. Letter, 27 April 1995, from Anne Simpson, PIRC

Letter indicates PIRC is amending wording in its documents with respect to director independence and also advising on actions re executive remuneration policy.