Non-executive directors

103 items, ordered by date.

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

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

2. Handwritten notes, headed Alan Sykes, Consolidated Goldfields, no date

Covers non-executive directors and external auditing.

3. Making corporate governance more effective, paper submitted on 1 February, 1991, to Accountancy Age

The paper briefly reviews issues in corporate governance: appointment of non-executive directors to the board and their contribution; the integrity of financial information; auditing standards and the responsibilities of auditors.

4. Letters from Marie Jennings, May and September 1991

Letters expressing interest in Committee and comment on independent non-executive directors.

5. Letter, dated 9 May 1991, from Martin Simons

Letter, 9 May 1991, from Martin Simons about timely payment of bills. Accompanying photocopy of letter, published in The Times.

6. 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.

7. 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.

8. Letter, dated 8 July 1991, from Ian Hay Davison

Letter in response to Sir Adrian Cadbury’s letter of 2 July. IHD will send transcript of talk to ICAS on non-executive directors.

9. Correspondence with and papers from CBI, 10 July 1991, including minutes of meeting

Includes the CBI response to the ABI discussion paper on the responsibilities of institutional shareholders and minutes of meeting held on 25 June 1991.

10. Letter, dated 11 July 1991, and final draft by Bow Group Committee paper on corporate governance

Bow Group paper contains recommendations on non-executive directors, remuneration committees, audit committees, separation of roles, training for directors and their contracts, reporting auditing and memo from Sir Adrian Cadbury.

11. 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.

12. 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.

13. In confidence. Record of meeting with Professor David Tweedie, Chariman of the Accounting Standards Board, on 23 July 1991

Sets out what ASB would be happy for the Cadbury Committee to consider.

14. Letter, dated 30 July 1991, from Sir Dennis Stevenson, offering to give evidence to the Committee

Refers to the Blue Arrow affair and role of non-executive directors.

15. Letter from Sir Simon Hornby, WH Smith, 30 July 1991, and record of meeting with Sir Simon Hornby, 30 October 1991

The letter is a response to a request to give evidence. Areas for discussion: responsibilities of shareholders, independence of auditors, influence of analysts, information to be given in reports.The letter has a siginifcant number of handwritten comments in Sir Adrian’s hand.

16. Letter, dated 31 July 1991, from CB Gough, Coopers & Lybrand Deloitte

A contribution to the key issues for the Committee: roles of non-executive directors and shareholders; internal control systems; auditing appointments.

17. Letter, dated 5 August 1991, from Alan Diamond

Comments on non-executive directors.

18. Letter, dated 20 August 1991, and notes on remuneration committees from Colin St Johnston, PRONED

Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.

19. 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

20. Correspondence with Noel Falconer, September 1991

Concentrates on the role of non-executive directors.

21. Correspondence, September 1991, on access to legal and professional advisers and reimbursement

Sir Adrian sought advice from ICI, Sir Denys Henderson, and Sir David Plastow, Vickers, about non-executive directors’ access to professional services and reimbursement for costs. Also a note by Nigel Peace.

22. 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.

23. Letter, dated 6 September 1991, and documents on the non-executive director in the UK and corporate governance: the art of good boardmaking from CRA – Corporate Renewal Associates

Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs’ corporate governance colloquium, 4 Dec 1991.

24. Record of meeting with Mr Dennis Stevenson, chairman of SRU Group and non-executive director of Manpower plc (formerly Blue Arrow), on 9 September 1991. And letter written by Stevenson to Institutional Shareholders’ Committee

Comments on remuneration, directors’ responsibilities and non-executive directors access to independent advice. Includes extract from a biographical sources and Sir Adrian’s handwritten notes.

25. 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.

26. Record of lunch with Mr Donald Main, Group Finance Director of Trust House Forte, on 24 September 1991

Record focuses on role of accounting standards and auditors.

27. Letter, dated 1 October 1991, from Simon Blunt about service contracts for directors

Letter expresses concerns about contracts granted to directors.

28. 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.

29. Letter, dated 16 October 1991, from Lord Chilver, chairman of the Innovation Advisory Board and copy of Chapter 3 from the IAB publication ‘Promoting innovation and long termism’, published 1990

Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.

30. Letter, dated 16 October 1991, from Sir David Lees, GKN plc

Letter comments on the number of non-executive directorships held.

31. Letter, dated 28 October 1991, from Simon Jenkins, The Times

Letter sets out personal views on the role of non-executive directors.

32. Letter and submission from the Society of Investment Analysts, 29 October 1991

The submission covers the composition of the Board e.g. Separate Chairman and Chief Executive, non-executive directors; qualitative and quantitative financial reports, importance of non-executive directors, external auditors and audit committees.

33. Letter, dated 29 October 1991, from Ewan Macpherson, Smith & Williamson

Letter gives his view on roles and responsibilites of non-executive directors including remuneration committees.

34. 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.

35. 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.

36. 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.

37. Corporate Governance Committee Correspondence 1992-1994

Correspondence on subjects such as rights of executive directors to seek external professional advice and be re-imbursed, comments on comments on the draft report, the interests of of the ‘private’ shareholder as well as the interests of the institutional ones.

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

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

39. Correspondence between Sir Adrian Cadbury and Dick Taverne, QC, chairman of PRIMA Europe January to February 1992

Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.

40. Letter, dated 21 February 1992, from Dr Maurice Gillibrand and submission to the Committee

Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.

41. Letter, dated 24 April 1992, from Chris Holder, Arthur Andersen covering views expressed at Cadbury Committee on Corporate Governance Dinner, 30 March 1992

The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.

42. Report on a pilot study on attitudes toward the issues of corporate governance, a presentation by Angus Maitland, Burson-Marsteller at CBI/B-M conference on Corporate Governance 10 June 1992 and reply by Nigel Peace

Reports the results of a survey. Auditors are least likely to benefit while non-executive directors benefit most. Responsibility for compliance lies with company management and institutional shareholders or Stock Exchange, while expresses doubts over self-regulation.

43. Letter, dated 16 June 1992, from Stewart Douglas-Mann, Guinness Mahon & Co.

Comments on the wording re independence of non-executive directors.

44. Comments, dated 17 June 1992, by JC Dwek, Bodycote International plc, letter and reply by Nigel Peace

Comments that fraud is very difficult to prevent and comments on non-executive directors and auditing, especially their resignation advice.

45. Letter, dated 18 June 1992, Annual Report analysis from Jonathan Chaytor and FT article

Comments on institutional investors, non-executive directors and internal auditors.

46. 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.

47. Letter, 24 June 1997, from Edward Adeane, Hambros and reply by Nigel Peace

Seeks and gives clarification on the meaning of independent in relation to non-executive directors.

48. Address to the Annual Conference of the Institute of Chartered Accountants in England and Wales, Eastsbourne 25-27 June 1992, The role of Directors by Graham Corbett

This is a workshop exercise on the role of the directors in Eurotunnel delivered at the ICAEW conference . It is used to comment on unitary boards, separation of roles of Chairman and Chief Executive, non-executive directors and institutional investors.

49. Letter and comments, dated 30 June 1992, from Tim Knowles

Comments on non-executive directors, financial reporting, auditing and institutional shareholders.

50. Correspondence, dated July / August 1992 between Sir Adrian Cadbury and Tony Hirst, Association of Independent Museums

Hirst expresses concern about the suggestion that non-executive directors should only serve on one board.

51. Letter, dated 1 July 1992, from AR Threadgold, POSTEL

Comments on separation of roles of Chairman and Chief Executive, independent non-executive directors and directors service contracts and the independence of auditors.

52. Letter, dated 2 July 1992, from JJLG Sheffield, Norcros

Comments on potential for two-tier boards, non-executive directors entitlement to take independent professional advice, internal control systems and going concern.

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

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

54. Letter, 8 July 1992, from DEF Green

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

55. Letter, 8 July 1992 from AG Biggart

Comments on involvement of non-executive directors in strategic direction of companies.

56. 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.

57. Letter, 10 July 1992, from CM Stuart

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

58. 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.

59. Letter, 14 July 1992, from JBH Jackson

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

60. Letter, dated 14 July 1992, to the Editor of the International Financial Law Review

Letter refutes the claim that non-executive directors should only hold one such directorship.

61. Letter, dated 14 July 1992, to the Editor of the Sunday Telegraph, from Sir Adrian Cadbury

Letter refutes the claim that non-executive directors should only hold one such directorship.

62. Letter, 15 July 1992, from Sir Colin Southgate, Thorn EMI plc

Comments on the tone which suggests no director is to be trusted only non-executive directors.

63. 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.

64. Letter, 16 July 1992, from Financial Reporting Council with submissions for other organisations, Paul Girolami (ICAEW), Rowen Mills Associates, Delta plc, Sears plc

Financial Reporting Council comments on the draft report and includes 2 commenting letters and earlier ones. It also makes suggestions on how to alter the text while commenting on the auditors role, non-audit fees of the auditor.

65. 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.

66. Letter, 16 July 1992, from Gary Allen, IMI plc

Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.

67. Letter, 17 July 1992, from New Bridge Street Consultants and comments

Comments on the calibre of non-executive directors, their remuneration and selection, the role of the board, committees of the board, independent advice and auditing.

68. 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.

69. CBI response to the Cadbury Committee draft report on the financial aspects of corporate governance, PC 27 92, 20 July 1992

Comments in detail on sections of the draft report, approving the self regulation approach, questioning statements of compliance requirement, commenting on the role of non-executive directors, remuneration, auditing and shareholders’ role.

70. Letter, 20 July 1992, from Institute of Business Ethics

Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.

71. Letter, 20 July 1992, from Andrew Robb, Pilkingon plc

Comments on potential two-tier boards, non-executive directors, auditing.

72. Letter, 21 July 1992, from Paul Girolami, Glaxo

Comments on directors and non-executive directors roles, auditors and Code of Best Practice.

73. Letter, dated 21 July 1992, from the Foreign and Colonial Investment Trust PLC

Comments on ‘going concern’, and number of non-executive directorships.

74. Letter, dated 23 July 1992, and paper to a meeting ‘ The Stock Exchange and its customers in the 1990s’, Glasgow 28 May 1992 and various newspaper articles

Comments on the issue of independence of non-executive directors.

75. Comments, dated 24 July 1992, from Catherine Gowthorpe, Lancashire Polytechnic Business School

Comments at length on non-executive directors – the qualities required, their financial interests and selection. Also includes comments on the board and in detail on aspects of auditing.

76. Letter, dated 28 July 1992, from Serious Fraud Office

Comments on auditors’ statutory protection and the role of non-executive directors.

77. Letter, dated 28 July 1992, from Grant Thornton

Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.

78. 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.

79. Letter, dated 29 July 1992, from Ewen Macpherson, 3i and findings from ukplc concerning the draft report

Comments on board of directors, non-executive directors, audit committees, reporting and the involvement of shareholders.

80. Letter, dated 29 July 1992, from JC Kay, Gaskell plc and comments on the draft report

Comments on alternative accounting treatments, application to smaller companies and non-executive directors.

81. Letter, dated 29 July 1992, from JNC James, Grosvenor Estate Holdings

Comments on non-executive directors access to independent financial advice.

82. Letter, dated 30 July 1992, from Lord Toombes of Brailes with further comments

Rolls-Royce’s comments on potential differences of responsibilities between non-executive and executive directors.

83. Letter, dated 30 July 1992, from Mark Gifford-Gifford, Centre for Management Studies, University of Exeter

Comments on the Terms of Reference and standards of practice in unlisted companies,in addition to specific points.

84. Letter, dated 31 July 1992, from Neville Russell, accountants, and which includes comments on the draft report

Comments on potential difficulties with a voluntary code and its review, for smaller companies, emphasis on non-executive directors and goes on to specific points.

85. Letter, dated 5 August 1992, from MN Karmel, British Bankers’ Association

Comments on independence of non-executive directors. This seems to be intended to be an addition to comments sent in July 1992, but not traced.

86. Letter from Financial Reporting Council, dated 6 August 1992, and extract re non-executive director, and Arthur Andersen’s Audit committees for the 1990s

Covers the role of institutional shareholders, auditors and non-executive directors.

87. Letters, dated 28 August 1992 from Sandy Easterbrook of Mallesons Stephen Jacques and accompanying paper on the issues of the AWA case

Includes a detailed paper on the implications of an Australian judgement regarding auditor negligence and the duties and responsibilities of the board of directors, including non-executive directors.

88. Meeting on 17 September 1992, Committee’s conclusions on proposed revision to draft report

Covers all sections of the report with suggested replacement wording.

89. Correspondence between the Committee and AJ Michie, Lloyds Bank, and also Hambros plc, most recent dated 25 September 1992

Proposed wording defining ‘independent’ non-executive directors.

90. Correspondence, dated 18 November 1992 between Sir Adrian Cadbury and PVS Manduca and HM Priestly, both of the Association of Investment Trusts

Comments on the high proportion of non-executive directors in investment trusts and includes a draft guidelines about non-executive directors of investment trusts. Relevance of the code to investment trusts

91. Extract from Country Casuals Annual reports 1992/3

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

92. Letter, dated 23 August 1993, from Paul Richards, Institute of Investment Management and Research

Letter comments on the confusion between executive/non-executive directors, their independence and how that is counted if they are also Chairman.

93. Letter, dated 1 October 1993, from Sir Timothy Harford

Letter asks for Sir Adrian’s help to lobby for consistent tax treatment of D & O insurance policies (applies to non-executive directors).

94. Letter, dated 31 December 1993, from JJ Goodman, Guarantee Equity & Management

Concentrates on the experiences, including exposure to legal actions, of non-executive directors.

95. Letter, dated 21 April 1994, from Sir Ron Dearing, chairman of Camelot

Seeks clarification about the number of independent non-executive directors.

96. Letter to Sir Adrian Cadbury from Gina Cole about companies’ compliance with the Code, 22 April 1994

Refers to compliance with the code by NatWest, Camelot, Rentokil. Relevant pages were not attached.

97. Letter, dated 20 May 1994, from Paul Hague, Business & Market Research, and report of survey of non-executive directors

Summarises the findings of a survey of opinion about the role of non-executive directors in improving corporate governance.

98. Two letters from Gina Cole and correspondence from other parties forwarded by her, July, August 1994

Informs Sir Adrian of requests to speak, attend dinners or meetings in connection with the Code and seeking his comments on disclosure of directors stock options.

99. Letter from [Owen Green], dated 28 March 1995

Letter apologises for a comment about the Cadbury proposals and makes a suggestion for the future.

100. 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.

101. Letter, 31 May 1995, from Viscount Weir

Letter comments on PIRC’s concern about re-election of non-executive directors.

102. Letter and comments, dated 27 July 1992, from Donald B Butcher, representing the UK Shareholders’ Association

Comments on and suggests approaches on various aspects of AGMs, creating two classes of non-executive directors. Butcher supports rotation of auditors.

103. 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.