Shareholders

68 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. Draft, the purpose of the company – the next steps

Proposal for a seminar of 20 people with suggested names to discuss the philosophy design and purpose of the company. See also CAD-01035.

3. Draft, the financial aspects of corporate governance briefing, 13 May 1991

This is the briefing to launch a high level review.

4. Letter, dated 15 May 1991, from H Bosch to Mr S B Myer, Chairman, National Mutual Life Association of Australia

Letter encouraging the recipient to comply completely with the new public discussion document: Corporate practices and conduct.

5. 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.

6. Letter, dated 18 June 1991, from Mark Goyder

Correspondence advising of progress since seminar of The purpose of the company, 14 March 1991 (see CAD-01027)

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

Covers the middle ground.

8. Memo from Nigel Peace to Sir Adrian, 26 June 1991 on Institution[sic] Shareholders Committee

Background to the meeting with the Institutional Shareholders Committee and Mike Sandland.

9. Correspondence, papers and report of a meeting with Charles Nunneley, Institutional Fund Managers’ Association, July to November 1991

Contains papers, voting by institutional Shareholders, Communication of Business Plans & Insider Dealing

10. Correspondence July/August 1991 from Hugh Collum, SmithKline Beecham

Covering letter and Hugh Collum’s response to the Accounting Standards Board’s publication on Structure of Financial Statements and the Statement of Principles

11. 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.

12. 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.

13. Background notes for meeting with Lord Gregson on 17 July 1991

Extracts relate to communication of information to shareholders and delay in achieving voting rights.

14. Letter, dated 26 July 1991, to M Sandland, Norwich Union Fund Management

Letter sets out vision for presentation to the Committee about institutional shareholders, a discussion of the ABI paper on the Responsibilities of institutional shareholders.

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 15 August 1991, from Smith & Williamson

Letter suggests approaching M & G to learn about their approach as an institutional investor.

17. 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.

18. 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.

19. Letter, 20 September 1991, to JAB Joll, and record of meeting with Mr James Joll, Finance Director of Pearson plc on 19 September, 1991

Report of meeting focuses on auditing.

20. 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.

21. Correspondence with Peter Stormonth Darling, Mercury Asset Management and handwritten note by Nigel Peace

Confidential paper, with very limited circulation, comments on institutional investors and non-executive directors, remuneration and auditors.

22. 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.

23. Record of meeting with Mr David Fifield on 3 October 1991

Evidence concentrates on short-termism.

24. Correspondence, dated August and October 1991, with David Clutterbuck, the ITEM Group, and copies from two Stephenson, Cobbold publications

The copies concentrate on ethics in business and a supporting code, performance monitoring and communications with shareholders.

25. Letter, 17 October 1991, from Mercury Asset Management

Letter comments on companies’ performance and ineffective boards.

26. Correspondence about co-opting Sir Christopher Hogg on to the Committee and record of meeting with him on 25 October 1991

AC Hugh Smith agreed to co-opting Sir Christopher Hogg on to the Committee. Also includes handwritten notes in preparation for or taken at the meeting with Chris Hogg.

27. 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.

28. Correspondence and submission for the Joseph Rowntree Charitable Trust, November 1991

Submission to the Committee about shareholder relations, especially from viewpoint of institutional shareholder. Includes a handwritten note from Nigel peace wondering about asking Andrew Hugh Smoth for clarification.

29. 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.

30. 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.

31. Correspondence, dated December 1991, between Terry Arthur and the Committee

Article concerns the role of the institutional investor.

32. Letter, dated 16 December 1991, from Brian Houlden, Warwick Busines School

Letter concentrates on the role and behaviour of institutional shareholders, summarises UK investment in R& D, capital investment and takeovers with the funds now coming from the banks.

33. Letter, dated 19 December 1991, from Dr Maurice Gillibrand

Short letter saying he will make a submission based on experience at ICI and Chloride.

34. 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.

35. Correspondence, dated November, from Clive Boxer, Davies Arnold Cooper and Laurence Cockcroft of Transparency International and KG Wilton

Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.

36. Letter from Dermot de Trafford, Institute of Directors, 7 January 1992

Expresses concerns about the misuse of information.

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

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

38. 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.

39. 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.

40. 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.

41. Correspondence, dated 10 April 1992, from JE Rogers, the National Association of Pension Funds

Correspondence concerns increased voting by institutional shareholders with samples from Royal Insurance, General Accident and Lloyds Bank.

42. Letter, dated 7 May 1992, from Sir Ron Dearing, Delta plc on behalf of the Financial Reporting Council

Comments on potential for statements of conformity to become meaningless, possible progress to an international accounting regime and institutional shareholders, plus detailed comments.

43. 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.

44. Letter, dated 8 June 1992, from DJ Hughes with acknowledgement by Nigel Peace

Comments that serious problems shareholders face, on remuneration committees and the Caparo case. Includes memo from Nigel Peace.

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. 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.

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

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

48. Handwritten letter, 10 July 1992, from WH Melly

Comments on employee shareholders, directors pay-offs and pension funds.

49. Letter, 11 July 1992, from Ian J Mitchell

Comments on information for the small shareholder, going concern and extended comments on take-overs and fraud.

50. 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.

51. Letter and comments, dated 14 July 1992, from Allen Sykes

Comments on the need for independent directors, institutional investors.

52. 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.

53. 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.

54. 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.

55. 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.

56. Letter, dated 31 July 1992, and comments from Stoy Hayward

Comments on the draft report in detail on unified boards, separation of roles, board structures, non-executive directors, executive directors and directors’ training. It also comments in some depth on audit committees, auditing, internal control systems and financial reporting.

57. Summary of responses by shareholders up to 14 August 1992

Summarises reponses from 21 institutional and private shareholders.

58. Comments, dated 15 September 1992, from Roger Morton

Comments on institutional shareholders, and shareholder voting and communication during takeover bids.

59. Letter, dated 17 September 1992, and paper on corporate governance and the private shareholder, from Derek H Broome

Paper sets out a proposal to bring institutional and private shareholders together.

60. Letter, dated 22 October 1992, from Walter Stahr, US Securities and Exchange Commission and papers by Richard C Breeden and Lipton & Lorsch, plus fact sheets

Includes papers on ‘Shareholder communication and executive compensation’ given at the open meeting of the SEC 15 October 1992, plus fact sheets on executive compensation disclosure and regulatory reform of communications among shareholders. Also includes Lipton and Lorsch ‘Modest proposal for improved corporate governance, 20 Aug 1992.

61. Correspondence, dated 22 December 1992, between Sir Adrian Cadbury and IA Ziff, Stylo plc

Ziff raises the issue of the significant delay between the market and the small shareholder receiving information.

62. Typescript of an article [for the] Company director magazine by Sir Adrian Cadbury, 12 April 1993

Item reports on the Code of Best Practice.

63. Letter, 2 September 1994, from Paul Myners, Co-peration for the Long Term and survey questionnaire

Letter accompanies a four-part questionnaire that looks at the relationship between British industry and institutional shareholders.

64. 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.

65. Letter, 19 January 1995 from Gina [Cole] with letter from Maurice Gillbrand, 28 October 1994

Gina’s letter comments on a Submission to the Commons select committee on employment and Maurice Gillbrand’s proposal for a Shareholders’ Advisory Committee. It also refers to an Evening Standard article which requires action.

66. 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.

67. Letter, dated 30 July 1991, from Sir Simon Hornby about giving evidence to the Committee

Lists the headings which Sir Simon Hornby would discuss.

68. Correspondence to and from Alan Diamond, March to July 1991

Letters to and from Alan Diamond, including photocopies of those published in The Times and comments. Includes three unattributable pages entitled The counter proposals to arrest corporate greed, and handwritten notes presumably based on a meeting after 6 June 1991.