The Cadbury Archive

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There are 490 records in the archive:

CAD-01001

Letter, dated 30 January 1991, from CB Gough to Sir Peter Gregson, Permanent Secretary, Department of Trade & Industry

30/01/1991
The letter refers to a meeting which covered the relationship between boards of directors and auditors and the effectiveness of audit. It proposes a review of corporate governance and accountability.
1 pp.
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CAD-01003

Coopers & Lybrand Deloitte paper on corporate governance and accountability, 30 January 1991.

30/01/1991
Paper summarises the issues in corporate governance and accountability, including responsibilities, current UK Legislation and EC Directives
7 pp.
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CAD-01005

Letter, dated 5 February 1991, from Prof JP Percy, Institute of Chartered Accountants of Scotland

05/02/1991
Letter advises the ICAS will set up a working party, chaired by Nigel Macdonald, on corporate governance and offering assistance. ICAS will set up a working party on corporate governance and enclosing typescript of an article, 'Making corporate governance more effective', announcing it. Article supposedly sent to Accountancy Age 1 February 1991.
1 p.
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CAD-01007

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

01/02/1991
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.
2 pp.
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CAD-01009

Note about the EC eco-audit draft regulation, prepared by Barnus Ltd, environmental consultants, sent by Ronald Somerville

01/03/1991
Covers proposed EC Regulation on the requirement for an audit of a company's environmental policy and performance. Includes handwritten note to Sir Adrian from Ronald Somerville
1 pp.
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CAD-01011

News release, 2 April 1991, from the Institute of Chartered Accountants of Scotland, Scots CAs set up corporate governance working party.

02/04/1991
The brief is to consider : management's responsibility for financial statements; the need to require companies to maintain adequate internal control systems; the implications of these issues for the role of audit committees. Membership of the Committee is listed.
4 pp.
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CAD-01013

Letter, dated 24 June 1991, to Jonathan Charkham following their meeting.

24/06/1991
Puts a point of view on the types and amount of information that should be required, remembering that many companies operate internationally.
1 pp.
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CAD-01015

Letter, dated 19 June 1991, from J P Charkham, Bank of England, about chairman's and directors reports and comments on accounts of Melody plc

19/06/1991
Charkham writes to Sir Adrian including a letter to ICAS about possible inclusions in reports: summaries of key people; products or services report; prospects / financial plan for the future; performance.
4 pp.
CAD-01017

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

03/06/1991
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 pp.
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CAD-01018

Handwritten, by Sir Adrian Cadbury, small note on Argyll [Annual report] note 7 pt1.

Refers to Note in the Argyll [annual accounts]?
1 p.
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CAD-01019

Letters commenting on increases in top salaries, May 1991

01/05/1991
Letters to AC and RTZ expressing concern about the large increase in top salaries and accounting practices.
5 pp.
CAD-01021

Letter, dated 9 May 1991, from Martin Simons

09/05/1991
Letter, 9 May 1991, from Martin Simons about timely payment of bills. Accompanying photocopy of letter, published in The Times.
2 pp.
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CAD-01023

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.
9 pp.
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CAD-01025

Letter, dated 18 June 1991, from Sciteb about technology aspects of corporate governance discussion

18/06/1991
Draft list of participants [all drawn from manufacturing industry] to discuss technology implications of corporate governance
2 pp.
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CAD-01027

Draft, the purpose of the company - the next steps.

29/04/1991
Proposal for a seminar of 20 people with suggested names to discuss the philosophy design and purpose of the company. See also CAD-01035.
4 pp.
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CAD-01029

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

15/05/1991
Letter encouraging the recipient to comply completely with the new public discussion document: Corporate practices and conduct.
2 pp.
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CAD-01031

Letter, dated 12 June 1991, from Geoffrey Owen, Centre for Economic Performance

12/06/1991
Thanks for a book.
1 pp.
CAD-01033

Letter from Viscount Watkinson, 6 June 1991.

06/06/1991
General good wishes.
2 pp.
CAD-01035

Letter, dated 18 June 1991, from Mark Goyder

18/06/1991
Correspondence advising of progress since seminar of The purpose of the company, 14 March 1991 (see CAD-01027)
1 p.
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CAD-01037

Letter, dated 17 June 1991, from Prof JP Percy, Grant Thornton

17/06/1991
Congratulatory letter to Sir Adrian on his appointment to establish a Corporate Governance Committee.
1 pp.
CAD-01039

Letter, dated 14 June 1991, from Sir Simon Hornby, WH Smith PLC

14/06/1991
Letter offers to give evidence.
1 pp.
CAD-01041

Letter, dated 10 June 1991, from IDS, Incomes Data Services Ltd

10/06/1991
Offering sample copies of new product dealing with financial reporting by companies.
1 p.
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CAD-01042

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

04/07/1991
Correspondence advising Sir Adrian Cadbury of suitable and unsuitable meeting dates. Handwritten note by Nigel Peace - alternative dates being sought.
1 pp.
CAD-01043

Letter, dated 25 June 1991, from David Allen, SFM Ltd about the use of accountancy techniques

25/06/1991
Also attached is a letter to the Financial Times about wealth creation by businesses and attendant accountancy practices.
2 pp.
CAD-01045

Letters, June 1991, between Sir Adrian Cadbury and Neville Bain, Coats Viyella.

01/06/1991
Neville Bain sets out some points on directors and responsibilities, annual reports and audit committees.
3 pp.
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CAD-01047

Draft, dated 21 August 1991, evaluating a company's progress, prepared by Neville Bain, Coats Viyella

21/08/1991
Paper prepared by Neville Bain. Not clear who is the intended audience.
9 pp.
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CAD-01049

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.
3 pp.
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CAD-01051

Fax to Sir Adrian Cadbury commenting on proposed article for Global Investment Management

24/07/1991
Suggests more detail on issues to be addressed. Note, the article itself is missing i.e. 6 pages from the fax.
1 pp.
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CAD-01053

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

Lists the headings which Sir Simon Hornby would discuss.
1 pp.
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CAD-01055

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

31/07/1991
A contribution to the key issues for the Committee: roles of non-executive directors and shareholders; internal control systems; auditing appointments.
4 pp.
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CAD-01057

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

14/08/1991
Considers the inclusion of an additional member of the Committee at Chief Executive or Chairman level.
1 pp.
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CAD-01059

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

30/07/1991
Refers to the Blue Arrow affair and role of non-executive directors.
2 pp.
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CAD-01061

Letter, dated 8 July 1991, with annexes from JP Charkham, Bank of England

08/07/1991
Letter contains draft Terms of Reference for the Committee, and proposals for end product with an outline for the final report.
4 pp.
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CAD-01063

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

17/07/1991
Letter advises Sir Adrian Cadbury of meeting where a wider remit was suggested and successfully argued against.
1 pp.
CAD-01065

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

03/07/1991
Letter expresses surprise that no Chief Operating Officer or Chairman of a industrial company is a member of the Committee.
1 pp.
CAD-01067

Letter, dated 23 July 1991, from John Shaw, Bank of Scotland

23/07/1991
Letter suggests the components of Chairmans's remuneration should be identified in accounts.
2 pp.
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CAD-01069

Letters, July 1991, to and from Simon Rodwell, Monks Partnership Ltd

01/07/1991
Covering letter to the publication, United Kingdom Board Earnings, and their newsletter Monks Briefing. These are not attached.
2 pp.
CAD-01071

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

26/07/1991
Letter sets out vision for presentation to the Committee about institutional shareholders, a discussion of the ABI paper on the Responsibilities of institutional shareholders.
2 pp.
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CAD-01073

Letter, dated 12 July 1992, from JP Charkham, Bank of England

12/07/1991
Letter discusses the Merrett-Sykes paper about two classes of directors.
1 pp.
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CAD-01075

Letter, dated 29 July 1991, and notes on corporate governance from Lord Ezra, House of Lords

29/07/1991
Notes refer to role and responsibilities of non-executive directors of larger publicly quoted companies.
5 pp.
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CAD-01076

Correspondence, dated 6 August 1991, from IBC Financial Focus limited inviting Sir Adrian to speak on the role of auditors at a conference, Stockmarket in the 1990s.

06/08/1991
The invitation includes proposed conference programme.
6 pp.
CAD-01077

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

10/07/1991
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 pp.
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CAD-01079

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

01/06/1991
Letter suggests including a public relations representative on the Committee.
2 pp.
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CAD-01081

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

08/07/1991
Letter in response to Sir Adrian Cadbury's letter of 2 July. IHD will send transcript of talk to ICAS on non-executive directors.
1 pp.
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CAD-01083

Letter, dated 7 August 1991, from Ian Griffiths, Evening Standard

Letter requests Sir Adrian to join a panel of columnists contributing views to the newspaper columns.
1 pp.
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CAD-01085

Correspondence July/August 1991 from Hugh Collum, SmithKline Beecham

07/07/1991
Covering letter and Hugh Collum's response to the Accounting Standards Board's publication on Structure of Financial Statements and the Statement of Principles
3 pp.
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CAD-01087

Letter, dated 8 August 1991, from Michael Younger, Arthur D Little

08/08/1991
Covering letter to recommend a book.
1 pp.
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CAD-01089

Letter, dated 5 August 1991, from Alan Diamond

05/08/1991
Comments on non-executive directors.
1 pp.
CAD-01091

Letter, dated 15 August 1991, from Smith & Williamson.

15/08/1991
Letter suggests approaching M & G to learn about their approach as an institutional investor.
1 pp.
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CAD-01093

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

20/08/1991
Letter accompanies draft guidelines and survey of remuneration committees will follow in hard copy.
7 pp.
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CAD-01095

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

19/08/1991
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.
2 pp.
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CAD-01097

Fax letter from Mrs SE Brown, DTI, 30 August 1991.

30/08/1991
Fax contains comments on a proposed structure for the final output and short comments on papers for the next meeting
2 pp.
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CAD-01099

Letter, dated 5 September 1991, from JP Charkham, Bank of England

05/09/1991
Letter comments draft work programme and report, additonally commenting favourably on training programme for directors and legislation.
2 pp.
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CAD-01101

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

10/09/1991
Letter should be accompanied by transcript of speech to ICAS - may be elsewhere.
1 pp.
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CAD-01103

Letter, dated 6 September 1991, from Nicholas Beale, Sciteb

06/09/1991
Letter reports on two meetings about the technology-related aspects of corporate governance.
2 pp.
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CAD-01105

Letter, 4 September 1991, from M G Lickiss about proposed outcome of Corporate Governance Committee

04/09/1991
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.
2 pp.
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CAD-01107

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

01/09/1991
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.
5 pp.
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CAD-01109

Letter, 2 October 1991, from Sir Denys Henderson, ICI

02/10/1991
Letter refers to recommendations by institutions on corporate governance and highlights lack of sanctions for codes of conduct and possible conversation about the role of Chairman.
2 pp.
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CAD-01111

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

28/10/1991
Letter sets out personal views on the role of non-executive directors.
2 pp.
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CAD-01113

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

29/10/1991
Letter gives his view on roles and responsibilites of non-executive directors including remuneration committees.
2 pp.
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CAD-01115

Letters from Howard D Sherman, Institutional Shareholder Services, October 1991

01/10/1991
Letters refer to a service Institutional Shareholder Services is developing.
3 pp.
CAD-01117

Letter, 17 October 1991, from Mercury Asset Management

17/10/1991
Letter comments on companies' performance and ineffective boards.
1 pp.
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CAD-01119

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

01/10/1991
Letter expresses concerns about contracts granted to directors.
2 pp.
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CAD-01121

Letter, dated 22 November 1991, from Nigel Peace to Department of Trade and Industry

22/11/1991
Letter seeks guidance on length of directors' service contracts.
1 pp.
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CAD-01123

Letter, dated 22 October 1991, to PRONED,

22/10/1991
Letter mentions the number of non-executive director posts held and the roles of non-executive directors.
1 pp.
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CAD-01125

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

16/10/1991
Letter comments on the number of non-executive directorships held.
2 pp.
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CAD-01127

Letter, dated 3 December 1991, from Hugh Collum The Hundred Group of Finance Directors

03/12/1991
Covering letter to their (the 100 Group of Finance directors) report, financial aspects of corporate governance
1 pp.
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CAD-01129

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

01/11/1991
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.
6 pp.
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CAD-01131

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

29/10/1991
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.
5 pp.
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CAD-01133

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

16/12/1991
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.
2 pp.
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CAD-01135

Letter, dated 13 December 1991, to Andrew Hugh Smith

13/12/1991
Letter seeks to clarify the focus for the Committee. Letter also sent to Sir Ron Dearing and Mike Lickiss.
1 pp.
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CAD-01137

Correspondence with Professor R H Gray, Dundee University, December 1991.

01/12/1991
Submission and response on social and environmental accounting
6 pp.
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CAD-01139

Letter, dated 14 January 1992, to MG Lickiss

14/01/1992
Letter is responding to MG Lickiss' comments on his draft [Standards of financial reporting and auditing] and clarification of focus of the Committee.
2 pp.
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CAD-01141

Letter, dated 19 December 1991, from Dr Maurice Gillibrand

19/12/1991
Short letter saying he will make a submission based on experience at ICI and Chloride.
1 pp.
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CAD-01143

Correspondence with and submission from Institute of Public Relations, December 1991

01/12/1991
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.
8 pp.
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CAD-01145

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

01/12/1991
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.
21 pp.
CAD-01147

Manuscript notes by Sir Adrian Cadbury on back of photocopies of articles.

Handwritten notes about priorities, auditing, legislation, regulation, independence etc
1 pp.
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CAD-01148

Fabian Society Discussion paper no 7: Accounting for change; proposals for reform of audit and accounting.

01/08/1991
Paper proposes a single regulatory body, changing auditors ever 5 years and additional information to be included in corporate reports.
33 pp.
CAD-01149

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, 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.
23 pp.
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CAD-01151

Handwritten notes from meeting with Ernst & Young, no date.

Judged to be written by Sir Adrian Cadbury at meeting with Ernst & Young. Notes on Caparo case, various aspects of auditing, internal control systems and illegal acts.
3 pp.
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CAD-01153

Handwritten notes headed 'Questions', undated

01/05/1991
Notes on conduct of Annual General Meetings, auditors, directors' remuneration.
2 p.
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CAD-01155

Handwritten notes, headed Stock Exchange Listing Advisory Cttee, 8 June 1992

Handwritten notes recording the comments on the draft report circulated for public comment from people present at the meeting. Includes list of attendees at the meeting.
6 pp.
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CAD-01157

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

Covers two-tier boards, audit committees, independence of non-executive directors.
3 pp.
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CAD-01159

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

14/01/1992
Comments on the papers circulated for the 20-21 January 1992 meeting.
4 pp.
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CAD-01161

Handwritten notes (17 December 1991) and letter from RJ Chapman, Arthur Andersen, 7 November 1991.

17/12/1991
Letter sets out Arthur Andersen's views as a contribution to evidence gathering.
8 pp.
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CAD-01163

Record of meeting with Professor Andew Likierman, 3 December 1991.

03/12/1991
Meeting is response to what the Committee is doing and why. The proposed framework was commented on and what should go in the report.
3 pp.
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CAD-01165

Letter from London Business School [Andrew Likierman], 20 November 1991.

20/11/1991
Letter is response to a request to comment on the role and responsibilities of auditors. Also has Sir Adrian's handwritten notes on backs of two pages, headed respectivley Andrew Likierman and Bill Morrison.
5 pp.
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CAD-01166

Address by Sir Adrian Cadbury to PIRC Conference on pension funds and corporate governance on 13 November 1991, outline speaking notes.

13/10/1991
Typescript outline speaking notes of 18 points.
8 pp.
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CAD-01167

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

01/07/1991
Contains papers, voting by institutional Shareholders, Communication of Business Plans & Insider Dealing
16 pp.
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CAD-01169

Record of meeting with National Association of Pension Funds, 26 November 1991 and various documents.

26/11/1991
Includes published material written by NAPF and survey on voting issues, proposals for an expanded auditors' report. See also CAD-01166.
21 pp.
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CAD-01171

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

30/07/1991
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.
4 pp.
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CAD-01173

Handwritten [notes for] CBI President's reception, 12 November 1991

12/11/1991
Outlining the Committee's remit and work.
5 pp.
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CAD-01175

Record of meeting with Dr GH Selim, President of the Institute of Internal Auditors, on 30 October 1991

30/11/1991
Main topics covered: audit committees, their relationship with external auditors, reporting on internal control systems.
3 pp.
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CAD-01177

Letter from JP Charkham to Sir Adrian Cadbury, 25 October 1991

25/10/1991
Letter introduces Richard Greenbury and his wish to give evidence.
1 p.
CAD-01179

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

20/09/1991
Report of meeting focuses on auditing.
4 pp.
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CAD-01181

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

25/10/1991
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.
10 pp.
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CAD-01183

Letter from Mrs SE Brown, DTI, 1 October 1991

01/10/1991
Administrative letter.
1 p.
CAD-01185

Letters from Marie Jennings, May and September 1991

01/05/1991
Letters expressing interest in Committee and comment on independent non-executive directors.
2 pp.
CAD-01187

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

24/09/1991
Record focuses on role of accounting standards and auditors.
2 pp.
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CAD-01189

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

03/10/1991
Sets the background to interest by the Institute.
6 pp.
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CAD-01191

Letter, dated 23 August 1991, from Sir Ron Dearing

23/08/1991
Suggests possible representatives on the Committee.
1 pp.
CAD-01193

Letter from Mark H Sheldon, Linklaters & Paines, 25 September 1991

25/09/1991
Concentrates on role of Chairman and their recruitment to the Committee of Chris Hogg.
2 pp.
CAD-01195

Record of meeting with Mr Derek Foster, recently retired technical partner of Arthur Young, on 26 September 1991.

26/09/1991
Concentrates on the role of the auditor.
3 pp.
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CAD-01197

Letter from Professor Henry T.C. Hu, University of Texas at Austin, 9 October 1991

09/10/1991
Highlights two US articles about the principle that a corporation is run for the benefit of its shareholders.
1 p.
CAD-01199

Note of meeting with Mr John Stevenson on 1 October 1991

01/10/1991
The focus of the meeting was the independence of auditors, Mr Stevenson is the retired technical partner of Touche Ross. Sir Adrian's handwritten notes from the meeting are attached.
3 pp.
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CAD-01201

Record of meeting on 1 October 1991, with Mr James Leek, Director of Caparo Industries plc

01/10/1991
Concentrates on the liability of auditors and their responsibilities.
7 pp.
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CAD-01203

Letter from Simon Blunt, 1 October 1991 and accompanying hand written note from Nigel Peace and newspaper extracts

01/10/1991
Refers to service contracts for directors.
3 pp.
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CAD-01205

Record of meeting with Mr David Fifield on 3 October 1991

03/10/1991
Evidence concentrates on short-termism.
1 pp.
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CAD-01207

Letter from Andrew H Simon, Evode Group plc, 3 October 1991

03/10/1991
Letter concentrates on various committees within a company and a responsible attitude being adopted by institutional shareholders.
2 pp.
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CAD-01209

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.

09/09/1991
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.
10 pp.
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CAD-01210

First two pages of a fax, dated 18 August 1991, to Sir Adrian Cadbury with handwritten notes on the back of both pages.

18/08/1991
One page is the first page of a draft paper about the role of auditors. Both pages have Sir Adrian's handwritten notes on the back which may refer to Committee Meeting or meeting with Mr Joll.
2 pp.
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CAD-01211

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

04/12/1991
Includes a draft work programme and an update of the draft Accounting Practices Board discussion draft.
4 pp.
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CAD-01213

Note of meeting with Dr Jon White on 23 July 1991.

23/06/1991
Concentrates on public relations, especially stakeholder relations.
1 pp.
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CAD-01215

Correspondence with Noel Falconer, September 1991

01/09/1991
Concentrates on the role of non-executive directors.
3 pp.
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CAD-01216

Memo and record of meeting with Mr Tony Groag, Head of Internal Audit at BP, 6 September 1991.

06/09/1991
Includes a short paper by Groag on the role of internal audit.
4 pp.
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CAD-01217

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

25/06/1991
Comprises letter, agenda, list of corporate governance steering group members and Sir Adrian's handwritten notes for his report.
4 pp.
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CAD-01218

Handwritten notes by Sir Adrian Cadbury, undated. Two pages are paper headed Savoy London, Banquesting - private rooms.

The notes cover institutional investors, power distribution, communication with investors and more detailed notes on the role of auditors.
5 pp.
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CAD-01219

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

23/07/1991
Presents the auditor's view. NOTE: implication that BG's behind the scenes work had been influential in setting up Committee.
2 pp.
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CAD-01221

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

15/07/1991
Also contains background to the Committee. Suggests the ToR should focus on financial aspects.
3 pp.
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CAD-01223

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.

14/06/1991
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 pp.
CAD-01225

In confidence. Record of meeting with Sir Ron Dearing, Chairman of the Financial Reporting Council, on 11 June 1991

11/06/1991
Objective of the meeting: to canvass Sir Ron's view of the ground the Committee might cover.
3 pp.
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CAD-01227

Meeting with N. C. Bain 22/8/91.

22/08/1991
Mostly relates to auditing and accounting standards.
5 pp.
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CAD-01229

Background notes for meeting with Lord Gregson on 17 July 1991

17/07/1991
Extracts relate to communication of information to shareholders and delay in achieving voting rights.
6 pp.
CAD-01231

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

23/07/1991
Sets out what ASB would be happy for the Cadbury Committee to consider.
4 pp.
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CAD-01233

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.
3 pp.
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CAD-01235

Discussion draft: the purpose and responsibilities of the Public Company, 2 July 1991

02/07/1991
Draft recommending the RSA conduct an enquiry into the objectives and values which a public company should serve.
6 pp.
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CAD-01237

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

Covers non-executive directors and external auditing.
1 pp.
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CAD-01239

Record of meeting with Marjorie Mowlam MP, Opposition Spokeswoman on Corporate and City Affairs, on 19 September 1991

19/09/1991
Gives the Labour position at the time.
13 pp.
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CAD-01241

Record of meeting with Mr Alan Diamond on 17 July 1991 and proposals

17/07/1991
Mainly focuses on remuneration of top directors. Includes a short paper making proposals to arrest corporate greed.
5 pp.
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CAD-01242

Sir Adrian Cadbury's handwritten notes on 'communications with City, responsibilities and auditors.

Handwritten notes from probably 3 different meetings or situations as three different papers, covering most topics of the Committee's investigations.
9 pp.
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CAD-01243

Record of meeting on 1 July 1991 with Mr Hugh Collum, 100 Group of finance directors

01/07/1991
Collum published an article in IASC News on the diversity of accounting standards internationally. 100 Group are very interested in corporate governance and esepcially in definging the role of auditors vs directors.
3 pp.
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CAD-01245

In confidence. Record of meeting with Mr Jim Butler, Senior Partner of KMPG [sic] Peat Marwick McLintock, on 18 June 1991

18/06/1991
Draws attention to the various working groups within the accountancy profession.
1 p.
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CAD-01247

Handwritten notes of Sir Adrian Cadbury arranged by topic and source of comment, no date.

Includes coments from CBI, KPMG, IoD, CBI Committee, ICAS, and individuals. Main headings are remuneration, independent audit, information to be included in reports.
6 pp.
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CAD-01249

Record of meeting with Mr Ian Butler, CBI (and Chairman of Cookson Group), on 18 June 1991

18/06/1991
Comments on: 'smoothing' information to ensure it is not regarded as forecasts, R&D expenditure, and explanatory narrative to accompany figures in Annual Reports and audits.
2 pp.
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CAD-01251

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

26/06/1991
Background to the meeting with the Institutional Shareholders Committee and Mike Sandland.
1 pp.
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CAD-01253

In confidence. Note of meeting with Mr Jonathan Charkham, Bank of England on Wednesday, 19 June 1991

19/06/1991
Contains thoughts on information disclosure, closeness of auditors to clients and Board responsibility, narrative information rather than figures, enforcement, directors' remuneration and comments on meaning of 'financial aspects of corporate governance'.
4 pp.
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CAD-01255

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

25/06/1991
Comprises notes on terms of reference for the Committee and what the Committee should actually consider.
8 pp.
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CAD-01257

Record of meeting with Mr Chris Swinson, partner of BDO Binder Hamlyn, on 1 July 1991

01/07/1991
Mostly concentrates on what ICAEW's Financial Reporting and Auditing Group (FRAG) are doing.
4 pp.
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CAD-01259

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

26/06/1991
Covers the middle ground.
2 pp.
CAD-01260

Corporate Governance Committee Correspondence 1992-1994.

01/01/1992
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.
file
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CAD-01261

Papers from the Ditchley Conference, an international discussion 'Role & Governance of Companies' 24-26 April 1992, including Sir Adrian Cadbury's opening statement.

24/04/1992
Includes Sir Adrian Cadbury's handwritten notes for the opening remarks, and on the two plenary sessions, various briefing notes, reports of the three groups and a list of attendees.
54 pp.
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CAD-01263

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

17/09/1992
Covers all sections of the report with suggested replacement wording.
8 pp.
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CAD-01265

Responses to the draft report: note by the chairman. CFACG(92)14, 10 September 1992.

10/09/1992
Covers the entire report and the issue of who will take the work on after the report is published.
12 pp.
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CAD-01267

My [Sir Adrian Cadbury's handwritten] notes on reaction to comments received on draft, possible revisions.

Covers all aspects of report and follow up.
11 pp.
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CAD-01269

Nigel Macdonald's comments on the consultation responses, 24 September 1992

24/09/1991
Covers full range of the report.
6 pp.
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CAD-01271

Letter and comments from the Hundred Group of finance directors on the draft report, 31 August 1992.

31/08/1992
Particularly raises the issue of the voluntary nature of the code.
12 pp.
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CAD-01273

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

06/08/1992
Covers the role of institutional shareholders, auditors and non-executive directors.
5 pp.
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CAD-01275

Sir Adrian Cadbury's letter to Law Society Gazette, 20 July 1992.

20/07/1992
Response to negative comments about likely compliance and shareholders representatives on the Board.
2 pp.
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CAD-01277

Draft letter about publication of final report, July 1992.

01/07/1992
Reviews commercial publishing options generally and mentions publishing the code separately.
2 pp.
CAD-01279

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

22/07/1992
About the publication of the final report or separate code and involvement of commercial publishers.
3 pp.
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CAD-01281

Excerpt from Mr Charkham's note for record of his visit to Marks and Spencer (Sir Richard Greenbury) on 15 July 1991.

15/07/1991
Expresses concern about tone and prescriptiveness of the report with regard to non-executive directors.
2 pp.
CAD-01283

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

10/07/1992
Letter supports Sir Adrian remaining as figurehead to deal with matters arising in following two years.
1 pp.
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CAD-01285

Letter from Sir Ron Dearing, Financial Reporting Council, 4 June 1992

04/06/1992
Further comments on the Committee's report, specifically the Code of Best Practice and auditors role.
1 pp.
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CAD-01287

Revised questions and answers brief for the launch of the [draft] report, 22 May 1992.

22/05/1992
Includes 2 pp of 11 questions apparently compiled by ICAEW referring specifically to auditing and accounting aspects.
9 pp.
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CAD-01289

Letter from Sir Ron Dearing, Financial Reporting Council, 27 May 1992

27/05/1992
Highlights two issues - (1) recommendations do not have clout and legislation would have been better (2) have not done enough to bring the pay of executive board members under a strong framework of control and accountability to shareholders.
2 pp.
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CAD-01291

Main criticisms of [draft] report in press comment following launch on 27 May 1992.

27/05/1992
This note summarises the criticisms only - it does not summarise the favourable comments.
4 pp.
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CAD-01293

Letter, dated 24 March 1992, from Sir Ron Dearing.

24/03/1992
Main purpose of the Committee was to strengthen the position of the auditor and clarify the responsibilities of the directors. Two vulnerabilities identified were accountability to the worker and the small shareholder.
3 pp.
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CAD-01295

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

07/01/1992
Expresses concerns about the misuse of information.
1 p.
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CAD-01297

Thoughts on corporate governance, 28 August 1992.

28/08/1992
The document concentrates on financial control and reporting.
13 pp.
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CAD-01299

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.
6 pp.
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CAD-01301

Standards of financial reporting and auditing, undated.

Document concentrates on auditing and accounting standards.
10 pp.
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CAD-01303

Main issues raised in consultation response, 8 September 1992.

08/09/1992
Document summarises all responses.
4 pp.
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CAD-01305

Refers to the code of best practice, undated.

These look like notes to set out the key principles set out in the code of best practice.
2 pp.
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CAD-01307

Corporate governance/Cadbury Committee: research. Note for meeting on 1 December 1992.

18/11/1992
Document sets out terms of reference for research into compliance with the Cadbury proposals. ICAEW intends to fund a programme of research.
3 pp.
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CAD-01309

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.
6 pp.
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CAD-01311

Press conference Tuesday 1 December 1992, briefing notes.

01/12/1992
Notes to enable consistent answers to be given to questions from the press.
6 pp.
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CAD-01313

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

23/11/1992
Document concentrates on the issues raised in consultation.
2 pp.
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CAD-01315

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.

01/12/1992
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.
13 pp.
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CAD-01317

Letters from Marcy Murninghan of the John W McCormick Institute of Public Affairs, November, December 1990, January 1991 about an interview for Harvard Business Review and hand written notes.

01/11/1990
Includes a photocopy of an article in the Times about staff training. AC's notes concentrate on openness, regulation and communication.
9 pp.
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CAD-01319

What can American boards learn from the British?

This appears to be a typescript of an article that appeared in Directors & Boards, Spring 94, Vol. 18 Issue 3, p42-45, 3pp.
7 pp.
CAD-01321

Letters from Sir Adrian Cadbury to Mr Ira Millstein, Weil, Gotshal & Manges, 11 & 12 November 1998.

11/11/1998
Letters refer to launch of booklet 'Fees, Facts and Attitudes' about the selection of directors. Two press cuttings are included.
2 pp.
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CAD-01323

Typescript of an article, entitled 'The Role of the Finance Director in Corporate Governance' for Finance Directors Bulletin, January 1993 edtion and related correspondence.

15/12/1992
In addition to the typescript of the article there is some information on the publication, Finance Directors' Bulletin.
5 pp.
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CAD-01325

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

12/04/1993
Item reports on the Code of Best Practice.
4 pp.
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CAD-01327

Implementing the recommendations of the Cadbury Committee, a survey by Coopers and Lybrand: June 1993.

01/06/1993
Reports the results of a survey of reactions to the Cadbury recommendations. See context in CAD-02269.
28 pp.
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CAD-01329

Various reprints and correspondence with Arthur Andersen and regarding comments on a University of Birmingham survey, September - November 1994.

01/09/1994
Some controversy over the Arthur Anderson summary.
file
CAD-01331

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

22/04/1994
Refers to compliance with the code by NatWest, Camelot, Rentokil. Relevant pages were not attached.
2 pp.
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CAD-01333

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

03/11/1994
Preliminary to the meeting of the Financial Reporting Council which will discuss a successor body to the CFACG.
3 pp.
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CAD-01335

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

01/07/1994
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.
6 pp.
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CAD-01337

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

15/11/1994
The paper sets out possible terms of reference and the issues the successor body could address.
6 pp.
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CAD-01339

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

01/11/1994
Sir Adrian states wishes to retire as Chairman and discusses membership, sponsorship and possible issues for the successor body. Includes FRC(94)49.
7 pp.
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CAD-01341

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

18/10/1994
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.
9 pp.
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CAD-01343

Letter, final draft, undated, from Richard Balarkas of City Group for Smaller Companies with comments on [draft] report.

The letter has attached detailed suggested refinements when the code is applied to smaller quoted companies.
8 pp.
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CAD-01345

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.

25/11/1992
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.
7 pp.
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CAD-01347

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

12/03/1992
Extract refers to Audit Committee and in particular to independence of its members.
2 pp.
CAD-01349

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

21/01/1993
Letter discusses publication (of what?)
2 pp.
CAD-01351

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

27/04/1992
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.
1 pp.
CAD-01353

Letter from Sir Nicholas Goodison, TSB Group, 29 May 1992.

29/05/1992
Letter expresses support for the draft report.
1 pp
CAD-01355

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

03/06/1992
Letter welcomes the draft report and makes two suggestions for the final report.
5 pp.
CAD-01357

Letters from Richard Lloyd, Chairman of Vickers, 23 July 1992.

23/07/1992
Letter to Nigel Peace gives specific comments on the draft report which is generally welcomed.
4 pp.
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CAD-01359

Fax from Gina Cole to Sir Adrian Cadbury about disclosure of directors' earnings, 11 June 1993.

11/06/1993
The fax seems to be largely extracts from the 1989 Companies Act.
2 pp.
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CAD-01361

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

20/12/1993
The 3 November article in Law Society Gazette and its interpretation.
2 pp.
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CAD-01363

Letter from Nigel Peace, DTI, 12 September 1994 about aspects of company law.

12/09/1994
Nigel gives the context to answer the query about two-tier boards which would be theoretically possible with directors having specified responsibilities.
3 pp.
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CAD-01365

Correspondence about an item in the Independent on Sunday, referring to the Cadbury report.

The article should refer to draft proposals from the Working Group on Internal Control.
3 pp.
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CAD-01367

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

02/09/1994
Letter accompanies a four-part questionnaire that looks at the relationship between British industry and institutional shareholders.
32 pp.
CAD-01368

Correspondence inviting and/or thanking Sir Adrian for speaking at conferences or exchanging publicationson corporate governance, 1994.

01/01/1994
Correspondence from King Committee on Corporate Governance (South Africa), National Convention for Corporate Directors in Zimbabwe, Toronto Stock Exchange, Arthur Andersen (National Association of Corporate Directors Conference) and DTI.
7 pp.
CAD-01369

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

19/01/1995
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.
2 pp.
CAD-01371

Letter, 21 July 1995, from Guy Dehn, Public Concern at Work and and introductory note on Public Interest Disclosure (Whistleblower Protection Bill).

21/07/1995
Sir Adrian's views are sought on proposed regulation to protect whistleblowers.
5 pp.
CAD-01373

Letter from Donald Bulcher(?), 28 January 1995, apologising.

28/01/1995
Letter apologises and clarifies meaning before finalising content of book being compiled by London Guidlhall University.
1 pp.
CAD-01375

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

28/03/1995
Letter apologises for a comment about the Cadbury proposals and makes a suggestion for the future.
4 pp.
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CAD-01377

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

27/04/1995
Letter indicates PIRC is amending wording in its documents with respect to director independence and also advising on actions re executive remuneration policy.
1 pp.
CAD-01379

Letters from three recipients of the [Cadbury] report.

Acknowledgement letters from Scottish Hydro-Electric, TSB Group and BET.
3 pp.
CAD-01381

Letter, 31 May 1995, from Viscount Weir.

31/05/1995
Letter comments on PIRC's concern about re-election of non-executive directors.
3 pp.
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CAD-01383

Letter, 14 June 1995, from Patrick Mileham, University of Paisley and proposal for a Chartered College of Directors.

14/06/1995
Includes an outline proposal for a Chartered College of Directors.
3 pp.
CAD-01384

Letter, 13 January 1994 from Virginia Bottomley and draft codes of conduct and accountability.

13/01/1994
This letter sets out main features of the codes and expect to be implemented on 1 April 1994.
12 pp.
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CAD-01385

Letter, 28 April 1994, from Virginia Bottomley, Department of Health.

28/04/1994
Letter advises booklet which accompanies the letter, has been sent to NHS Chairmen.
1 p.
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CAD-01387

Letter, 25 June 1996, from Care Forum, text of speech to the Forum and NHS report

25/06/1996
Two copies of text of speech (one with handwritten amendments) on corporate governance to the Forum, article in West Midland Health Review and table of recommendations with NHSME position given opposite. (Table may belong to CAD-01391.)
29 pp.
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CAD-01389

Programme for Sir Adrian Cadbury's visit to the Northern Region, 29 September 1993 and handwritten notes for address? and sheet of notes on hotel stationery.

29/09/1993
The handwritten notes seem to be aide-memoires.
3 pp.
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CAD-01391

Letter, 12 May 1993, from Robert Creighton, Department of Health and handwritten notes on corporate governance and the NHS.

12/05/1993
Includes table assessing the NHS with respect to the Cadbury Committee recommendations.
3 pp.
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CAD-01393

Corporate governance seminar [organised by Smith New Court?]speech, 6 February 1995.

06/02/1995
Handwritten notes, headed Corporate Governance Seminar Solihull, for first four pages, with the remainder seeming to be part of a speech given on 16 Sep 1993.
7 pp.
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CAD-01395

Typescript of a speech Effective boards, 16 September 1993.

16/09/1993
Speech about effective boards in NHS, part of which seems to have been used for another meeting.
14 pp.
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CAD-01397

Letter, 25 July 1990, and paper entitled 'Building a board: a guide for chairmen and CEOs.'

25/07/1990
Paper was written by Jonathan Charkham at request of Bob Monks.
5 pp.
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CAD-02101

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

21/07/1992
Comments on 'going concern', and number of non-executive directorships.
2 pp.
CAD-02103

Letter, 21 July 1992, from Slough Estates plc.

21/07/1992
Comments on the Code of Best Practice, financial reporting and possible regulation.
3 pp.
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CAD-02105

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

21/07/1992
Comments on directors and non-executive directors roles, auditors and Code of Best Practice.
3 pp.
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CAD-02107

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

20/07/1992
Comments on responsible leadership by boards and their remuneration, independence of non-executive directors.
1 pp.
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CAD-02109

Letter, 20 July 1992, from David Fifield.

20/07/1992
Comments on ownership models, accountancy work, short-termism.
2 pp.
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CAD-02111

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

20/07/1992
Comments on potential two-tier boards, non-executive directors, auditing.
2 pp.
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CAD-02113

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

20/07/1992
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.
16 pp.
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CAD-02115

Letter, 20 July 1992, from the General Electric Company, plc.

20/07/1992
Comments on non-executive directors and the effectiveness of the board, audit committess, expanded disclosure in interim results and changing auditors.
4 pp.
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CAD-02117

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

17/07/1992
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.
6 pp.
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CAD-02119

Letter, 17 July 1992, from Law Society of Scotland.

17/07/1992
Broadly welcomes the draft report, while believing the code should be applied to all companies.
1 p.
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CAD-02121

Extract from IFMA Update, 16 July 1992.

16/07/1992
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.
1 p.
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CAD-02123

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

16/07/1992
Comments on responsibilities of directors and potential for two-tier boards, non-executive directors, access to independent advice and the role of the auditors.
2 pp.
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CAD-02125

Letter, 13 July 1992, from Sir George Russell, Marley plc.

13/07/1992
Comments on differentiation between executive and non-executive directors, access to independent advice, and communication with shareholders.
3 pp.
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CAD-02127

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

16/07/1992
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.
14 pp.
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CAD-02129

Letter, 15 July 1992, from Sir Colin Corness, Redland plc.

15/07/1992
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.
4 pp.
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CAD-02131

Letter, 15 July 1992, from HS Axton, Brixton Estate plc.

15/07/1992
Comments on board structures, internal control systems, enhanced disclosure in interim reports and going concern requirement.
4 pp.
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CAD-02133

Letter, 15 July 1992, from Graham Nicholson addressed to the President of ICSA.

15/07/1992
Comments on the code only applying to holding companies.
1 pp.
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CAD-02135

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

15/07/1992
Comments on the tone which suggests no director is to be trusted only non-executive directors.
2 pp.
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CAD-02137

Letter, 14 July 1992, from John Salter, Denton Hall Burgin & Warrens.

14/07/1992
Comments that a Cadbury 2 Committee is needed to consider enviornmental management systems.
1 pp.
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CAD-02139

Letter, 14 July 1992, from Brian Houlden, Warwick Business School.

14/07/1992
Comments that there is no need for additional legislation and on areas outside the Committee's Terms of reference. Includes an excerpt from Reed International Annual Report and the FT, 26 June 1992.
2 pp.
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CAD-02141

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

14/07/1992
Comments on the need for independent directors, institutional investors.
9 pp.
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CAD-02143

Letter, 14 July 1992, from JBH Jackson.

14/07/1992
Comments from his perspective of 'professional chairman' and strongly in favour of unitary boards.
6 pp.
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CAD-02145

Letter, 13 July 1992, from DE Reid, Tesco plc.

13/07/1992
Comments on non-executive directors, the separation of roles of Chairman/Chief Executive, audit committess and auditing and financial reporting.
2 pp.
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CAD-02147

Letter, 13 July 1992, from RM Head, BPB Industries.

13/07/1992
Comments on the role of the Company Secretary, achieving effective governance, potential two-tier boards, remuneration committees, audit committees, financial reporting and going concern.
2 pp.
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CAD-02149

Letter, 13 July 1992, from Gerard Howe, Howe Associates.

13/07/1992
Comments on distinctions between executive and non-executive directors, compliance with the code, separation of roles and board appointments, committees, directors remuneration, auditors and other services to organisations.
4 pp.
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CAD-02151

Letter, 11 July 1992, from Ian J Mitchell.

11/07/1992
Comments on information for the small shareholder, going concern and extended comments on take-overs and fraud.
4 pp.
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CAD-02153

Letter, 10 July 1992, from Anthony Habgood, Bunzl.

10/07/1992
Comments on implications of widening the pool for non-executive directors, audit committees and accounting standards, different board structures.
2 pp.
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CAD-02155

Handwritten letter, 10 July 1992, from WH Melly.

10/07/1992
Comments on employee shareholders, directors pay-offs and pension funds.
3 pp.
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CAD-02157

Letter, 10 July 1992, from CM Stuart.

10/07/1992
Comments on non-executive directors roles, internal control systems, the role of auditors.
5 pp.
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CAD-02159

Letter, 10 July 1992, from NC Kelleway, Rikard Keen & Co.

10/07/1992
Comments on auditing, complying with a code of best practice, non-executive directors, internal control systems and going concern recommendations.
3 pp.
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CAD-02161

Letter, 8 July 1992, from Michael Jackaman, Allied Lyons plc.

08/07/1992
Letter informs that Allied Lyons complies with the code although the appointmentof non-executive directors is informal and would prefer a voluntary code.
2 pp.
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CAD-02163

Letter, 8 July 1992, from DEF Green.

08/07/1992
Comments on independence of auditors, audit committees and non-executive directors.
2 pp.
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CAD-02165

Letter, 5 July 1992, from AL Hempstead.

05/07/1992
Comments on lack of audited accounts for a fund managed by the Nationwide Building Society.
1 pp.
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CAD-02166

Letter, 7 July 1992, from Dr Victor Studentsov.

07/07/1992
Letter requests a copy of the draft report.
1 p.
CAD-02167

Letter, 9 July 1992, from Stanley Kalms, Dixons.

09/07/1992
Warns against a prescriptive approach, that effectively promotes two-tier boards.
2 pp.
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CAD-02169

Letter, 8 July 1992 from AG Biggart.

08/07/1992
Comments on involvement of non-executive directors in strategic direction of companies.
1 pp.
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CAD-02171

Letter, 7 July 1992, from JP Dobrowolski, Argos plc.

04/04/1992
Comments on the role of internal auditors.
4 pp.
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CAD-02173

Letter, 7 July 1992, from Swiss Bank Corporation.

07/07/1992
Comments on the delegation of powers by the board to the subcommittees.
1 pp.
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CAD-02175

Letter, 7 July 1992, and comments from TJ Grove.

07/07/1992
Comments on appearing to be written with best interests of directors, and aspects of auditing.
5 pp.
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CAD-02177

Letter, 7 July 1992, from John Lavery and Simon Pallett, Newcastle upon Tyne Polytechnic.

07/07/1992
Comments on self-regulatory approach, separation of roles of Chairman and Chief Executive and non-executive directors, directors' remuneration and financial reporting.
3 pp.
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CAD-02179

Letter, 7 July 1992, from RJ Alexander, London and Manchester Group plc.

07/07/1992
Author suggests that an 'Appointed Accountant' with responsibility for preparing financial reports, should be employed.
1 pp.
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CAD-02181

Draft response of ICAEW, dated 16 July 1992.

16/07/1992
Comments on voluntary approach, timing of implementation of compliance, which companies it should be applied to, auditor endorsement, costs, executive and non-executive directors and auditing. Detailed comments are included for some paragraphs.
9 pp.
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CAD-02183

Letters, 6 July 1992, from ICSA , extract from Administration and letter from Joanthan Charkham, Bank of England.

06/07/1992
Comments on the role of the company secretary in corporate governance and directors' access to information.
12 pp.
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CAD-02185

Memo, dated 6 July 1992, and summary of audit trustee proposal by AJ Merret and Allen Sykes with comments by Price Waterhouse.

06/07/1992
Suggests appointing an 'audit trustee' appointed by lenders and creditors rather than the board.
7 pp.
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CAD-02187

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

03/07/1992
Comments on non-executive directors vs directors and audit committees.
1 p.
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CAD-02189

Letter, dated 3 July 1992, from Dermot Glynn, NERA and presentation, dated June 1992.

03/07/1992
Includes a paper on European accounting, audit independenc and regulation.
16 pp.
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CAD-02191

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

02/07/1992
Comments on potential for two-tier boards, non-executive directors entitlement to take independent professional advice, internal control systems and going concern.
2 pp.
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CAD-02193

Letter, dated 2 July 1992, from DS Mitchell, ICSA and proposals to be debated by the Institute with handwritten note by Nigel Peace.

02/07/1992
An invitation to make a presentation about the draft report to an evening meeting open to all company secretaries.
6 pp.
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CAD-02195

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

01/07/1992
Comments on separation of roles of Chairman and Chief Executive, independent non-executive directors and directors service contracts and the independence of auditors.
2 pp.
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CAD-02197

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

24/06/1992
Seeks and gives clarification on the meaning of independent in relation to non-executive directors.
2 pp.
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CAD-02199

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

30/06/1992
Comments on non-executive directors, financial reporting, auditing and institutional shareholders.
9 pp.
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CAD-02201

Letter, dated 30 June 1992, from Jane E Lyon, Union of Independent Companies.

30/06/1992
Comments on the application of the code to smaller companies.
1 pp.
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CAD-02203

Letter, dated 29 June 1992, from Richard Brown, the Association of British Chambers of Commerce.

29/06/1992
Comments on the application of the code to smaller companies.
1 pp.
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CAD-02205

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

18/06/1992
Comments on institutional investors, non-executive directors and internal auditors.
3 pp.
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CAD-02207

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.

25/06/1992
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.
10 pp.
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CAD-02209

Letter, dated 24 June 1992, from EA Bradman.

24/06/1992
Comments on voluntary nature of the code, non-executive directors, the role of audit committees, directors' contracts and the independence of auditors.
4 pp.
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CAD-02211

Letter, dated 17 June 1992, from Gavin Fryer with background information and reply by Nigel Peace.

17/06/1992
Comments on enforcement, adoption and efficacy, control structures, role of the board of directors, audit committees and director accountability.
7 pp.
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CAD-02213

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.

01/06/1992
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.
15 pp.
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CAD-02215

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

17/06/1992
Comments that fraud is very difficult to prevent and comments on non-executive directors and auditing, especially their resignation advice.
8 pp.
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CAD-02217

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

16/06/1992
Comments on the wording re independence of non-executive directors.
1 p.
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CAD-02219

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

08/06/1992
Comments that serious problems shareholders face, on remuneration committees and the Caparo case. Includes memo from Nigel Peace.
4 pp.
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CAD-02221

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

10/06/1992
Suggests an additional entry on the form about directors understanding their duties.
3 pp.
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CAD-02223

Letter, dated 31 May 1992, from Tony Morton and comments on the draft report.

31/05/1992
Comments on voluntary nature of compliance, internal control systems and comments on specific paragraphs.
5 pp.
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CAD-02225

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

07/05/1992
Comments on potential for statements of conformity to become meaningless, possible progress to an international accounting regime and institutional shareholders, plus detailed comments.
5 pp.
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CAD-02227

Evidence submitted to the Committee prior to publication of draft report, 26 May 1992.

26/05/1992
Lists organisations, companies and individuals who submitted evidence to the Committee, and meeting notes and published documents.
8 pp.
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CAD-02229

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

27/05/1992
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.
68 pp.
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CAD-02230

Letter, dated 2? October 1989, from JP Charkham, Bank of England.

01/10/1989
Charkham passes on contact details of a German professors with an interest in boards of German companies.
1 p.
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CAD-02231

AC's [handwritten] notes on points made at a meeting to discuss Draft Report, undated.

01/05/1992
The comments of individuals are marked by their initials.
6 pp.
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CAD-02233

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

30/03/1992
The views cover the range of auditing issues, non-executive directors, responsibilities of directors, divided boards and other matters.
8 pp.
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CAD-02235

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

01/02/1992
Covers some aspects of institutional investors and also their relations with non-executive directors in two articles.
14 pp.
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CAD-02237

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

21/02/1992
Submission covers communication between boards and stakeholders, executive and non-executive directors, corporate reporting.
6 pp.
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CAD-02239

Price Waterhouse submission to the Cadbury Committee on Financial Aspects of Corporate Governance, 5 February 1992

05/02/1992
Covers aspects of board of directors, internal controls, financial reporting, auditing.
23 pp.
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CAD-02241

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

01/12/1991
Article concerns the role of the institutional investor.
2 pp.
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CAD-02243

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

01/11/1991
Submission covers the role and responsibilities of boards of directors, financial reporting, shareholders, auditing and regulation.
29 pp.
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CAD-02245

NAPF Conference, Thursday 21 November 1991. Dynamics of company boards, JP Charkham, Adviser to the Governor, Bank of England.

21/11/1991
Paper defines sound corporate governance, look at role and responsibilities of boards and how boards are expected to do so.
9 pp.
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CAD-02247

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.

16/10/1991
Submisson concentrates on communication between companies and their shareholders, reporting on intangible assets and non-executive directors.
7 pp.
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CAD-02249

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

09/10/1991
The copies concentrate on ethics in business and a supporting code, performance monitoring and communications with shareholders.
15 pp.
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CAD-02251

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

18/07/1991
Reports a recommendation to add another industrialist to the Committee.
1 pp.
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CAD-02253

Letter, dated 19 December 1991, from JP Charkham, Bank of England and extracts from Conference Board Research Report.

19/12/1991
Comments on 100 Group paper definition of corporate governance, the board should be balanced and reporting.
15 pp.
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CAD-02255

Summary of responses by companies up to 12 August 1992.

12/08/1992
Collates and summarises 70 reponses to the draft report from companies and business organisations.
55 pp.
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CAD-02257

Summary of responses by shareholders up to 14 August 1992.

14/08/1992
Summarises reponses from 21 institutional and private shareholders.
32 pp.
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CAD-02259

Summary of responses by accountants up to 14 August 1992.

14/08/1992
Collates and summarises 24 reponses to the draft report from accountants. Covers comments on the contents of the draft report and additional topics with appendices on example sections on non-executive directors, suggested action plan and the response by the Auditing Practices Board.
42 pp.
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CAD-02261

Handwritten memo, dated 20 June 1991, with extracts from the 1989 Companies Act and ICAEW's What is an audit.

20/06/1991
Memo re-arranges meeting of 25 June 1991 with Sir Dermot de Trafford.
26 pp.
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CAD-02263

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.

22/10/1992
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.
48 pp..
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CAD-02265

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

03/03/1993
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.
21 pp.
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CAD-02267

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

03/06/1993
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.
28 pp.
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CAD-02269

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

09/09/1993
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.
15 pp. Plus
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CAD-02271

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', directors' responsibilities statements CFACG(93)7 and minutes from the meeting.

24/11/1993
In addition to the supporting doucments for the meeting it contains the minutes of the meeting.
34 pp.
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CAD-02273

Briefing for Sir Adrian Cadbury - informal press briefings, Thursday 17 February 1994.

14/02/1994
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.
3 pp.
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CAD-02275

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

17/02/1994
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.
17 pp.
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CAD-02277

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

03/03/1994
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).
6 pp.
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CAD-02279

Sir Adrian Cadbury, Committee meeting 19 May 1994.

25/03/1994
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.
69 pp.
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CAD-02281

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

08/09/1994
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.
6 pp.
CAD-02283

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

07/12/1994
This is a file number and no individual papers are extant. It comprises several items.
var pp.
CAD-02285

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.

01/12/1994
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.
12 pp.
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CAD-02287

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

01/11/1994
Includes full text of paper, Self regulation and the financial aspects of corporate governance.
28 pp.
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CAD-02289

Minutes of the [Committee] meeting on 10 May 1995.

01/06/1994
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.
5 pp.
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CAD-02291

Minutes of Committee meeting held on 9 September 1993.

09/09/1993
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.
5 pp.
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CAD-02293

Minutes of the [Committee] meeting held on Wednesday 14 September 1994.

22/09/1994
Minuted items: internal control (ref Paul Rutteman), going concern, Labour Party document (See CAD-02281) and monitoring compliance with the Code.
5 pp.
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CAD-02295

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

15/12/1994
Foreword to the ICAEW's guidance on internal control and financial reporting which appeared in Accountancy, February 1995.
2 pp.
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CAD-02297

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

30/11/1994
The letter opines that encouragement to to express opinions about the effectiveness of internal control would be premature.
3 pp.
CAD-02299

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

25/11/1994
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.
7 pp.
CAD-02301

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

01/11/1991
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.
11 pp.
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CAD-02303

Monitoring compliance with the Code of Best Practice, 30 November 1994.

30/11/1991
Document reports the statement of compliance or non-compliance with the Cadbury Code is included in the reports of all 631 companies, with one exception.
3 pp.
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CAD-02305

Publication of the results of the ABI survey into compliance with the Code, CFACG(94)6.

29/11/1994
The paper sets out the case for publication of the survey into compliance with the Code.
3 pp.
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CAD-02307

Disclosure of directors share options/Urgent issues task force of the Accounting Standards Board, November 1994.

01/11/1991
This specifically relates to UITF Abstract 10 about disclosure of the directors' share options as part of the disclosure of board remuneration and compliance with the Cadbury Code.
8 pp.
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CAD-02309

Companies with debt listings, 30 November 1994.

30/11/1994
The paper seeks to establish whether clarification or exemption is required on Paragraph 3.1 statement of compliance about debt-listed companies.
2 pp.
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CAD-02311

Arlen plc CFACG(94) 9.

30/11/1994
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.
1 pp.
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CAD-02313

Letter, dated 19 October 1994, from Mr Gillum about audit committees.

19/10/1994
Recounts a case history of auditing and proposes a solution.
10 pp.
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CAD-02315

Minutes of meeting held on Tuesday 7 March 1995.

30/03/1995
Topics covered include: successor body, independence of directors and the draft report on monitoring.
4 pp.
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CAD-02317

Minutes of meeting 7/12 /94.

07/12/1994
Issues raised include expressing an opinion on the effectiveness of internal control systems, successor body and its remit.
5 pp.
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CAD-02319

Minutes of meeting at the Stock Exchange, 1 June 1995.

01/06/1995
Minutes of a meeting held to resolve apparent confusion about the Stock Exchange listing rules and the Code of Best Practice. The press line is to target specific areas of compliance rather than a blanket approach.
3 p.
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CAD-02321

Press briefing 24 May 1995, question and answer brief for the Chairman.

24/05/1995
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.
5 pp.
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CAD-02323

Memo, dated 6 June 1995, to Committee members with handwritten notes by Sir Adrian Cadbury.

06/06/1995
Reports the meeting at the Stock Exchange with Michael Lawrence and John Kemp Welch.
1 pp.
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CAD-02325

Letter, dated 14 August 1995, from Nigel Peace, DTI.

14/08/1995
Letter discusses prosposed amendments to the Stock Exchange listing rules and its aim to establish itself as an effective regulator.
2 pp.
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CAD-02327

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

03/03/1995
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.
3 pp.
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CAD-02328

Untitled [press briefing?], undated document about compliance with the Code of Best Practice.

The document lists 7 questions and answers about compliance with the Code of Best Practice.
2 pp.
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CAD-02329

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

21/02/1995
Mentions arrangements for OECD, and query about independence of directors.
1 p.
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CAD-02331

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

22/02/1995
Meeting concerns the need for a successor committee, who will sponsor it, including dealing with remit, membership and financing.
6 pp.
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CAD-02333

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

21/02/1995
Contains arrangements for AC to speak at PIRC conference and guidance on 'independence ' of directors and its relationship with compliance with the Code.
4 pp.
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CAD-02335

Brief breakdown of the Committee's income and expenditure, June 1991 to May 1995.

07/03/1995
Notes the percentage spent on salaries, public relations, research and other requirements.
1 p.
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CAD-02337

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

02/03/1995
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.
12 pp.
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CAD-02339

Press comment 1991-1994.

Extensive collection of press cuttings.
File
CAD-02341

Correspondence, dated June and July 1992, from RHF Croft, Jeremy Orme, both of SIB and accompanying letter and document on auditing.

31/07/1992
These documents concentrate on auditing and its role in investment businesses. The Board supports the Auditing Practices Board, believing its primary function is to form and express an opinion.
8 pp.
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CAD-02343

Letter, dated 31 July 1992, from Sir Richard Greenbury.

31/07/1992
Letter comments on board structure, especially unitary boards, the duties of directors to shareholders and the responsibilities of the external auditors.
3 pp.
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CAD-02345

Letter, dated 31 July 1992, from Clark Whitehill & Co.

31/07/1992
The response comments on the application of the Code to smaller listed companies, the effectiveness of internal control and the Caparo case.
2 pp.
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CAD-02347

Letter, dated 31 July 1992, from Sir Andrew Hugh Smith, London Stock Exchange.

31/07/1992
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.
3 pp.
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CAD-02349

Letter, dated 31 July 1992, from Howard Davies, CBI and a detailed CBI response to the draft report.

31/07/1992
Includes summary of CBI response (13 points) and the full response under headings such as statement of compliance, review of code, board structures, separation of roles, non-executive directors, directors' remuneration, auditing and going concern. Also includes the draft response before approval by the CBI Council.
37 pp.
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CAD-02351

Letter, dated 31 July 1992, and comments on the draft report from BT O'Driscoll, ICI Group.

31/07/1992
The main comments relate to terms of reference of the Committee, internal control and internal audit.
8 pp.
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CAD-02353

Letter, dated 31 July 1992, from Maureen Howe, Legal and General, and response to the draft code.

31/07/1992
Welcomes the code and comments with concerns about possible two-tier board and time-limited contracts for non-executives.
3 pp.
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CAD-02355

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

31/07/1992
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.
3 pp.
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CAD-02357

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

31/07/1992
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.
12 pp.
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CAD-02359

Letter, dated 31 July 1992, from Association of Investment Trusts.

31/07/1992
Comments on the challenges that smaller companies may have in complying with the Code.
1 p.
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CAD-02361

Letter, dated 31 July 1992, and detailed comments from Arthur Andersen.

31/07/1992
Contains detailed comments on the draft report. The main recommendation relates to the supervisory function of the board.
12 pp.
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CAD-02363

Letter, dated 31 July 1992, and comments from Coopers & Lybrand.

31/07/1992
Main comments are on auditing, quality of boards and appointment to boards, monitoring compliance with the Code, two-tier boards and audit committees.
6 pp.
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CAD-02365

Letter, dated 31 July 1992, from Professor Gerald Vinten, Luton College of Higher Education.

31/07/1992
Generally supportive comments about the draft report.
3 pp.
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CAD-02367

Letter, dated 30 July 1992, from JD Traynor, CRH plc.

30/07/1992
Expresses concerns about emphasis on control and monitoring, and the influence of accountants and auditors. It continues to make specific points.
3 pp.
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CAD-02369

Letter, dated 30 July 1992 from Institute of Investment Management and Research and accompanying comments.

30/07/1992
The document gives detailed comment on specific paragraphs in the draft code.
7 pp.
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CAD-02371

Letter, dated 30 July 1992, from RWD Hanson, Hardys & Hanson plc.

30/07/1992
Comments on the cost of implementation for smaller companies.
2 pp.
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CAD-02373

Letter, dated 30 July 1992, from Pannell Kerr Forster.

30/07/1992
Among topics covered are: unitary boards, audit committees, financial reporting, auditing and going concern.
6 pp.
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CAD-02375

Letter, dated 30 July 1992, and comments from Anthony Williams, Hay Management Consultants.

30/07/1992
Comments on disclosure of remuneration, performance pay and access to the Audit Committee.
2 pp.
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CAD-02377

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

30/07/1992
Rolls-Royce's comments on potential differences of responsibilities between non-executive and executive directors.
5 pp.
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CAD-02379

Letter, dated 30 July 1992, from PM Elliott, English China Clays.

30/07/1992
Comments on various committees, financial reporting, auditing and the going concern disclosure.
3 pp.
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CAD-02381

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

30/07/1992
Comments on the Terms of Reference and standards of practice in unlisted companies,in addition to specific points.
3 pp.
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CAD-02383

Letter, dated 30 July 1992, and comments from NN Graham Maw, Rowe & Maw.

30/07/1992
Comments on the Code of Best Practice and sets out the author's own code besides commenting on other issues in the report, especially enforcement of the Code.
17 pp.
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CAD-02385

Letter, dated 29 July 1992, from David Jinks, Cadbury Schweppes.

29/07/1992
Comments on potential for two-tier boards, enforcement, involvement of investors, various aspects of auditing, going concern and disclosure of directors' remuneration.
2 pp.
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CAD-02387

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

29/07/1992
Comments on board of directors, non-executive directors, audit committees, reporting and the involvement of shareholders.
6 pp.
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CAD-02389

Letter, dated 29 July 1992, from CA Mallin, University of Liverpool.

29/07/1992
Comments on non-executive directors' roles and independence, board remuneration and auditing.
2 pp.
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CAD-02391

Letter, dated 29 July 1992, and paper on contracting from K Cleaver, P Ormrod, University of Liverpool.

29/07/1992
Comments on contracts in corporate operations, accounting techniques and disclosure.
5 pp.
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CAD-02393

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

29/07/1992
Comments on alternative accounting treatments, application to smaller companies and non-executive directors.
3 pp.
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CAD-02395

Letter, dated 29 July 1992, from TF Mathews, Building Societies Commission.

29/07/1992
Largely concerns building societies and the ratio of executive to non-executive directors.
2 pp.
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CAD-02397

Letter, dated 29 July 1992, from LE Linaker, IFMA and list of association members.

29/07/1992
The comments raise the issue of compliance for smaller companies and the possibility of distinctions between executive and non-executive directors.
4 pp.
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CAD-02399

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

29/07/1992
Comments on non-executive directors access to independent financial advice.
1 p.
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CAD-02401

Letter, dated 29 July 1992, from WM Rees and Saleem Sheikh, City of London Polytechnic and paper on corporate governance and corporate control.

29/07/1992
Includes a paper entitled 'Corporate governance and corporate control: self-regulation or stautory codification? A comment on the draft report of the Committee on the Financial Aspects of Corporate Governance.
26 pp.
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CAD-02403

Comments on the draft report of the Cadbury Committee on the Financial Aspects of Corporate Governance by the Law Society, July 1992. w

01/07/1992
Legal Practice Directorate Memorandum no. 271. It comments on the application of the code to smaller companies.
12 pp.
CAD-02405

Letter, dated 28 July 1992, from McKenna & Co.

28/07/1992
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.
3 pp.
CAD-02407

Letter, dated 28 July 1992, from BDO Binder Hamlyn.

28/07/1992
Comments on Code of Best Practice, audit committees, directors' contracts, reporting and aspects of auditing.
6 pp.
CAD-02409

Letter, dated 28 July 1992, from Grant Thornton.

28/07/1992
Comments on implementation by self-regulation vs legislation, applicability to smaller companies, non-executive directors and going concern.
5 pp.
CAD-02411

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

28/07/1992
Comments on auditors' statutory protection and the role of non-executive directors.
1 p.
CAD-02413

Letter, dated 28 July 1992, from Ian Harrison, Courtaulds plc with comments on the draft report.

28/07/1992
Comments on the requirement for interim financial reports to include balance sheets, access to professional advice for non-executive directors and the roles of directors at an AGM.
2 pp.
CAD-02415

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.
15 pp.
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CAD-02417

Letter, dated 9 July 1992, from Marlene Winfield of the Public Interest Research Centre and enclosure of Social Audits' 'minding your own Business' [missing].

09/07/1992
Comments mostly on the role of employees.
3 pp.
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CAD-02419

Letter and report, dated 24 July 1992, from the Institute of Internal Auditors.

24/07/1992
Comments on codes for standards of conduct, the role of internal auditors and an auditing committee, fraud and compliance with the code.
7 pp.
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CAD-02421

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

24/07/1992
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.
17 pp.
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CAD-02423

Letter and comments, dated 23 July 1992, from Blenyth Jenkins, the Institute of Directors.

23/07/1992
Comments in the context of the wider context of corporate governance, while focussing on internal control, self-regulation and enforcement, interim financial reporting and auditing.
12 pp.
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CAD-02425

Correspondence from Ron Dearing, Financial Reporting Council, including responses to the draft report from ICAEW, Rowena Mills Associates, Delta plc and Sears plc between 1 May 1992 and 23 July 1992.

01/05/1992
Includes comments on differentiation between executive and non-executive board members, role of auditors and non-audit fees. Memo from Nigel Peace included.
15 pp.
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CAD-02427

Comments, dated 23 July 1992, from the Chartered Institute of Management Accountants.

23/07/1992
Comments on the separation of roles, non-executive directors , internal control systems, audit and remuneration committees and various aspects of auditing.
12 pp.
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CAD-02429

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.

23/07/1992
Comments on the issue of independence of non-executive directors.
10 pp.
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CAD-02430

Extract from Country Casuals Annual reports 1992/3.

01/01/1993
Extract outlines the role of non-executive directors and committees within the board of directors.
2 pp.
CAD-02431

Letter, dated 3 August 1992, from Julian Hepplewhite, Alliance and Leicester, transmitted by fax.

03/08/1992
Comments on internal control systems requirements, going concern, auditing, submission of questions to the AGM and who should deal with specific types of question.
3 pp.
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CAD-02433

Letter, dated 4 August 1992, to JP Charkham, Bank of England, enclosing comments on the draft report.

04/08/1992
Comments in the manner of a learned paper, highlighting some alternatives or where the report could have been stronger and monitoring compliance.
9 pp.
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CAD-02435

Letter, dated 4 August 1992, from Bill Morrison, Auditing Practices Board.

04/08/1992
Comments on the practicality of auditors commenting on corporate governance compliance while proposing an alternative method and also comments on interim reporting.
4 pp.
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CAD-02437

Letter, dated 6 August 1992, from Geoffrey Mulcahy, Kingfisher.

Comments on the tone of the draft report, non-executive directors, remuneration, audit and code compliance as a listing requirement.
3 pp.
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CAD-02439

Correspondence, dated 3 August 1992, with the Brian Thompson, Institute of Chartered Secretaries and Administrators.

03/08/1992
Comments on the tone of the report, enforcement of the Code of Best Practice and the auditor's role in reviewing compliance with the Code. Other comments include sizeable subsidiaries, board procedures and directors' service contracts.
4 pp.
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CAD-02441

Letter, dated 5 August 1992, from JF O'Mahony, Ladbrooke Group plc.

05/08/1992
Comments on the availability of high calibre non-executive directors, unitary boards, internal auditors and auditor rotation.
3 pp.
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CAD-02443

Letter, dated 5 August 1992, from Malcolm Bruce, Liberal Democrat Trade and Industry Spokesman.

05/08/1992
Comments on the rejected statutory approach, the role of non-executive directors, separation of roles, audit committees and commends employee involvement. Quarantining auditors is advocated.
10 pp.
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CAD-02445

Letter, dated 6 August 1992, from MA Smith, SG Warburg & Co.

06/08/1992
Comments on the timescale for implementation, making compliance with the Code of Practice an obligation to achieve Stock Exchange listing, smaller companies, separation of roles, independence of non-executive directors, the requirement for a 'going concern' statement and aspects of auditing.
3 pp.
CAD-02447

Letter, dated 7 August 1992, from Ernst & Young.

07/08/1992
Questions the likely effectivess of parts of the Code including subjectivity of statement of compliance. Comments on non-executives and their role vs independent directors, unitary boards, audit committees, financial reporting and various aspects of auditing.
7 pp.
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CAD-02449

Letter, dated 7 August 1992, from JE Rogers, National Association of Pension Funds.

07/08/1992
Comments on various paragraphs in section 4 in detail and also on auditing.
4 pp.
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CAD-02451

Comments from VW Benjamin, undated.

Comments on the absence of input from business, executive remuneration, separation of roles, application of the code to smaller listed companies and various aspects of auditing. Also includes comments on specific paragraphs.
10 pp.
CAD-02453

Letter, dated 11 August 1992, from David Adams, British Rail Pension Trustee Company Limited.

11/08/1992
Includes the Company's corporate governance policy. Comments on the need to enforce compliance, accounting standards and reporting requirements, separation of roles and roles of non-executive directors.
4 pp.
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CAD-02455

Letter, dated 4 August 1992, from Sir Alick Rankin, Scottish & Newcastle plc.

04/08/1992
Comments on the division between executive and non-executive directors, pensions governance, shareholders and gives detailed comments on specific paragraphs.
4 pp.
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CAD-02457

Letter, dated 4 August 1992, from SAT Foster, South Western Electricity plc.

04/08/1992
Comments on different responsibilities of directors and auditors and the section in the draft report on the Board.
1 p.
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CAD-02459

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

01/07/1992
Hirst expresses concern about the suggestion that non-executive directors should only serve on one board.
2 pp.
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CAD-02461

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

05/08/1992
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.
1 p.
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CAD-02463

Comments, dated 10 August 1992, from GT Southern, Humberside County Council.

10/08/1992
Comments on board structures and accountability, shareholder participation and auditors.
3 pp.
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CAD-02465

Letter, dated 10 August 1992 from RC Grayson, British Petroleum company plc.

10/08/1992
Comments on the perceived division of roles for executive and non-executive directors and auditors responsibility to review a company's (non)/compliance with the Code. Further comments on internal controls are included.
3 pp.
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CAD-02467

Letter, dated 10 August 1992, and comments from IL Rushton, ABI.

10/08/1992
Comments on issues of compliance and its enforcement. It also includes detailed comments by paragraph on non-executive directors, various aspects of boards, committees, financial reporting, auditing and shareholders.
6 pp.
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CAD-02469

Letter, dated 14 August 1992, and comments from RF Hussey, Institute of Chartered Accountants in Ireland.

14/08/1992
Questions the feasibility of the timescale for compliance, while supporting voluntary compliance. Most recommendations are supported as they are already recommendations of the Institute.
6 pp.
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CAD-02471

Letter and comments, dated 14 August 1992, from the Association of Authorised Public Accountants.

14/08/1992
Comments on various aspects of auditing, duties and responsibilities of directors and their contracts.
4 pp.
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CAD-02473

Letter, dated 18 August 1992, from DF Macquaker.

18/08/1992
Main comment relates to internal controls, based on experience in the public sector.
1 p.
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CAD-02475

Fax, dated 19 August [1992], from Sir Adrian Cadbury to Nigel Peace, about wording of 5.34, clipped to letter from MJ Harding, Ernst & Young, dated 3 August 1994.

19/08/1992
Asks Nigel Peace's opinion of alternative working for para 5.34. This may have been prompted by comments on the draft report from among others Ernst & Young as it is clipped to a letter saying they may have been wrong in their criticisms.
2 pp.
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CAD-02477

Letter, dated 25 August 1992, from KPMG with comments on the draft report, transmitted by fax.

25/08/1992
The comments are the conclusions from a discussion held with a group of non-executive directors and some of the firm's partners. Topics included: the responsibilities of directors, going concern statements, shareholders responsibilities, auditing and internal control.
4 pp.
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CAD-02479

Letter, dated 21 August 1992, and comments from Andrew C Woods, the Investor Relations Society.

21/08/1992
Comments on shareholder responsibilities, communications between companies and shareholders, executive remuneration and accounting standards.
3 pp.
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CAD-02481

Letter, dated 27 August 1992, with comments from the Society of Labour Lawyers.

27/08/1992
Comments on compliance and enforcement of the code and possible extensions.
2 pp.
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CAD-02483

Correspondence, dated August 1992, from McMullen & Sons and to Andrew Hugh Smith about specific cases.

21/08/1992
Expresses concerns about the 'Continuing Obligation' as the companies have some shares listed on the London Stock Exchange.
6 pp.
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CAD-02485

Comments, dated 15 September 1992, from Roger Morton.

15/09/1992
Comments on institutional shareholders, and shareholder voting and communication during takeover bids.
3 pp.
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CAD-02487

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

17/09/1992
Paper sets out a proposal to bring institutional and private shareholders together.
7 pp.
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CAD-02489

The questionnaire on corporate governance arising out the Oxford Law Colloquium 1992 and the collated answers to it, 27 October 1992.

27/10/1992
Questionnaire covered the Code of Best Practice, executive remuneration, activities of directors and others and auditing.
34 pp.
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CAD-02491

Letter, dated 3 November 1992, and the results of a survey by Pauffley & Co, from Nick Glanvill.

03/11/1992
Reports the results of a survey to establish how recommendations by the Committee and the Accounting Standards Board were received.
15 pp.
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CAD-02492

Letter, dated 11 |November 1992 from Sr Michael Angus, CBI.

11/11/1992
Thanks for contributing to a CBI event.
1 p.
CAD-02493

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

25/09/1992
Proposed wording defining 'independent' non-executive directors.
10 pp.
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CAD-02494

Letter, dated 13 November 1992, from Michael Lawrence, 100 Group of finance directors.

13/11/1992
Letter of thanks to Sir Adrian for talking about the progress on the Cadbury report.
1 p.
CAD-02495

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

18/11/1992
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
6 pp.
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CAD-02497

Letter, dated 26 November 1992, from Robin [Leigh-Pemberton], Bank of England.

26/11/1992
Letter of thanks for the report.
1 p.
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CAD-02499

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

01/01/1992
Davies, Arnold, Cooper proposes insurance for non-executive directors. Transparency International asks for support for its cause. Wilton proposes greater involvement of institutional shareholders.
17 pp.
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CAD-02500

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

01/12/1992
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.
7 pp.
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CAD-02501

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

03/12/1992
Sent after the launch of the final report.
2 pp.
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CAD-02503

Correspondence up 11 December 1992 with Gavin Burnett and David Lewis, Molyneux Estates.

11/12/1993
Peace gives pointers concerning points raised: audit and remuneration committees and application of the Code to smaller companies.
5 pp.
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CAD-02505

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

22/12/1992
Ziff raises the issue of the significant delay between the market and the small shareholder receiving information.
2 pp.
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CAD-02507

Letter, dated 11 December 1992, from CJ Eaglen.

11/12/1992
Concerns legal aspects of corporate governance. Clearly, seems to have been earlier correspondence between Eaglen and Sir Adrian.
1 p.
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CAD-02508

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

01/12/1992
Both letters offer congratulations on the final report.
3 pp.
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CAD-02509

Letter, dated 10 December 1992, from Brian Thompson, ICSA.

10/12/1992
ICSA advises it will publish a schedule of matters that boards should consider.
2 pp.
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CAD-02510

Correspondence, December 1992, from Ellen R. Schneider-Lenne and APH Herd.

01/12/1992
Herd comments that companies should not find the recommendations too onerous and that the Committee will be responsible for implementing and monitoring the implementation of the Code. Scheider-Lenne is replying to comments that the number of outside directorships should be limited to one.
2 pp.
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CAD-02511

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

20/05/1994
Summarises the findings of a survey of opinion about the role of non-executive directors in improving corporate governance.
1 pp.
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CAD-02513

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

21/04/1994
Seeks clarification about the number of independent non-executive directors.
1 p.
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CAD-02515

Fax, dated 3 April 1994, from G.G. Beale & Co.

03/04/1994
Seems from the fax there has been earlier correspondence. Beale speaks of plans to implement the Cadbury proposals.
1 p.
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CAD-02517

Letter, dated 23 February 1994, from Dermot de Trafford, Institute of Directors.

23/02/1994
Comments on the recent Auditing Practices Board exposure drafts and too warmly welcoming them.
2 pp.
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CAD-02519

Financial reporting and corporate governance 'overload', notes of a meeting held on 13 December 1993, at the Financial Reporting Council.

22/02/1994
The meeting arose from a CBI letter raising three points among which was the suggestion that accountants had gone further than the Cadbury Committee intended. Points covered included: internal control, going concern, and the proposed publication of a joint programme of ASB, APB, and English and Scottish accountancy institutes.
7 pp.
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CAD-02521

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

01/10/1993
Letter asks for Sir Adrian's help to lobby for consistent tax treatment of D & O insurance policies (applies to non-executive directors).
2 pp.
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CAD-02523

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

23/08/1993
Letter comments on the confusion between executive/non-executive directors, their independence and how that is counted if they are also Chairman.
3 pp.
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CAD-02525

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

31/12/1993
Concentrates on the experiences, including exposure to legal actions, of non-executive directors.
2 pp,
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CAD-02527

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

01/11/1993
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.
9 pp.
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CAD-02529

Draft memo, undated, to Company Secretaries of Listed and USM companies and all Yellow Book subscribers.

01/01/1993
Advises all Stock Exchange-listed companies, USM companies and Yellow Book subscribers that they should report compliance with the Cadbury Code for the first financial report filed after 30 June 1993.
1 p.
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CAD-02531

Letter, dated 25 October 1993, from Howard Davies and paper (C 66 93)on financial reporting and governance, endorsed by the CBI Council.

25/10/1993
The paper sets out the many recent reforms in financial reporting and auditing practices. It supports the Cadbury proposals but calls for more coordination and consistency between the various bodies with a role in financial reporting and auditing.
15 pp.
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CAD-02533

Letter, dated 7 September 1993, from Dermot de Trafford, Institute of Directors.

07/09/1993
Author sends his comments on agenda items for Committee meeting, namely, 1 - extending the Code to large private companies, including extending the Code to smaller listed companies and comments on terminology for executive and non-executive directors.
2 pp.
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CAD-02535

Letter, dated 3 September 1993, from Rosalind Gilmore, Building Societies Commission and a consultaion draft on corporate governance for building societies.

03/09/1993
In addition to enclosing draft guidance on corporate governance for consultation, the letter asks if the proposed acknowledgement is acceptable.
23 pp.
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CAD-02537

Letter, dated 2 July 1993, from Robert Charlesworth, including guidance on how auditors handle a statement of compliance with the Code of Best Practice and review interim reports.

02/07/1993
There is draft guidance on compliance with the Code of Best Practice and also guidance on the topic issued in December 1993. In July 1993 the APB issued a draft for comment on reviewing interim financial information.
57 pp.
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CAD-02539

Correspondence, February 1993, to the Committee Secretary from MB Sayers, Norton Rose and LC Ward, Dundas & Wilson and Hugh Collum, SnithKline Beecham.

11/02/1993
Comments on: responsibilities of nominaton committees and their formation as standing or ad hoc committees; length of directors' contracts; guidance on access to independent professional advice.
4 pp.
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CAD-02540

Sections dealing with board performance from a Birmingham Midshires Building Society internal documentation.

01/03/1993
Sections included are: Board performance reviews; Borad health check; Career resume.
33 pp.
CAD-02541

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

01/12/1992
The notes cover the 'live' administrative issues. Note about contract with Gee for publishing the final report.
4 pp.
CAD-03101

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

28/08/1992
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.
32 pp.
CAD-03103

Letters, dated April and May 1993 and supporting papers.

01/05/1993
Correspondence regarding corporate governance in private practice professional body and review of partnership board structure.
30 pp.
CAD-03105

Corporate governance: who's calling the tune? Paper to the Canadian Institute of Corporate Directors.

02/12/1993
This is the keynote address which summarises the Code of Best Practice and records a question and answer section, to the Canadian Institute of Corporate Directors.
25 pp.
CAD-03107

Letter, dated 18 November 1993, and report, 'Implementing Cadbury in the medium-sized company: a survey of practice and intentions, November 1993.'

18/11/1993
This report covers medium-sized companies as opposed to the July report covering the top 200.
34 pp.
CAD-03108

Publications on internal control, financial reporting, going concern and a survey of compliance.

01/01/1993
These publications aim to provide background, guidance or give an overview of the response to the report.
100+
CAD-03109

Letter, dated 23 September 1991, from Roger Gray, CIMA and supporting evidence.

23/09/1991
This is a reply to a request for comments on financial reporting, audit committees and the responsibilities of auditors.
5 pp.
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CAD-03110

Publications on corporate governance and compliance with the Code of Best Practice.

01/01/1994
Includes work done for the sub committee on implementation of the Code of Best Practice.
18 pp.
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CAD-03111

Handwritten notes, undated, headed 'Views'.

Contains notes that appear to be drawn from a variety of sources, e.g. Mercury Asset Management, Accountancy Age, Coopers & Lybrand, The Times (Graham Searjeant), CIMA, ICAS, FRAG.
4 pp.
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CAD-03112

Memoranda to the Committee from the Financial Reporting and Auditing Group 1- giving more power to shareholders in their dealings with auditors CFACG(91)9 FRAG and 2 - the form an content of financial reporting.

01/10/1991
These documents consider the issues in detail. These documents should be with the minutes which are missing.
14 pp.
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CAD-03113

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

19/12/1990
This paper is unpublished and covers fraud, auditors' responsibilities, directors' responsibilities with recommendations.
23 pp.
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CAD-03115

Proposals on auditors, dated 31 October 1991.

31/10/1991
This typewritten note summarises comments on auditors by four people: Austin Mitchell, Marjorie Mowlam, James Leek and Brandon Gough.
4 pp.
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CAD-03117

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

11/07/1991
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.
5 pp.
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CAD-03119

Partial copy of 'In the Supreme Court of the state of California' Bily v Arthur Young, Shea v Arthur Young, S017199.

02/08/1992
Contains the first two pages of the filing regarding the extent of an accountant's duty of care in the preparation of an independent audit of client's financial statements extends to persons other than the client.
2 pp.
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CAD-03120

Paper to the CFACG : the statutory definition of auditor's responsibilities: the Caparo case CFACG(91) 10.

03/10/1991
.
3 pp.
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CAD-03121

Handwritten notes by Sir Adrian Cadbury on Caparo, undated, headed lack of awareness of what accounts stand for and degree of reliability.

Handwritten notes appear to have been taken in meeting with legal advisors.
1 p.
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CAD-03123

Letter, dated 31 May 1991, from JA Leek, Caparo with attached press cuttings and text of his speech to London Practioner [sic, practitioner] Board, April 1991.

31/05/1991
Letter expresses keenness to give evidence to the Committee and includes FT article and Leek's presentation to the London Practitioner Board, 19 April 1991.
10 pp.
CAD-03125

Memo, dated 21 October 1991, from Nigel Peace to Sir Adrian about the Caparo case.

Memo discusses the difference in the judgements given by the Court of Appeal and the House of Lords and includes the Coopers and Lybrand document on the Caparo decision.
1 p.
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CAD-03217

Shearman & Sterling's memo to clients, 'Executive pay: the heat is on'.

01/03/1992
Covers the background to complaints about high levels of executive pay and reform proposals.
8 pp.
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CAD-03219

Memo, undated (c1992), about directors' remuneration.

01/06/1992
Notes on directors' remuneration in the US, especially shareholder input, in particular the SEC proposals.
8 pp.
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CAD-03221

Letter, dated 15 June 1992, from Neville Bain, Coats Viyella giving comments on the draft report and Code of Best Practice.

15/06/1992
Includes comments on audit committees, the role of auditors, board effectiveness and internal system controls.
5 pp.
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CAD-03223

Letter, dated 23 June 1992, from Top Pay Research Group.

23/06/1992
Comments on the provisions for non-executive directors to take advice and their roles and responsibilities, independence of auditors, directors' remuneration.
2 pp.
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CAD-03225

Paper by Mick Newmarch to ICAEW 1992 conference.

26/06/1992
Mick Newmarsh covers the issues of shareholders and their participation in management, non-executive directors, audit and remuneration committees, separation of roles, financial reporting and auditor fee independence.
20 pp.
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CAD-03227

Testimony of Richard C Breeden, Chairman of US Securities and Exchange Commission, concerning executive compensation, 4 June 1992.

04/06/1992
The paper covers performance and remuneration, enhanced disclosure for investors while not supporting government regulation of compensation packages.
15 pp.
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CAD-03229

Correspondence, dated May and June 1992, between Prof JM Samuels and Nigel Peace with supporting paper on directors' remuneration.

19/05/1992
Paper concerns availability to shareholders of information about executive remuneration, based on an examination of Annual Reports.
9 pp.
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CAD-03231

Letter, dated 12 November 1992, from Beharrell, Thompson.

Raises SEC approach to corporate governance, compliance with Code of Best practice, auditors and the cost of compliance. It includes the documents from the SEC about executive compensation.
3 pp.
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CAD-03232

Letter, dated 30 October 1992, from Arthur Fleischer, chairman of Fried, Frank, Harris, Shriver & Jacobsen with their 1992 paper on executive compensation.

30/10/1992
Full title 'Proxy reform and executive compensation reporting requirements: a new era of SEC activisim.
22 pp.
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CAD-03233

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

10/04/1992
Correspondence concerns increased voting by institutional shareholders with samples from Royal Insurance, General Accident and Lloyds Bank.
7 pp.
CAD-03234

Untitled and undated, definitions of 'corporate governance' by Nigel Peace with a later note by Sir Adrian Cadbury.

Sets out a definition and the definition used in the final report. Note this occurs in the file BEFORE CAD-03233.
1 p.
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CAD-03235

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

01/10/1991
Confidential paper, with very limited circulation, comments on institutional investors and non-executive directors, remuneration and auditors.
15 pp.
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CAD-03236

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.

06/09/1991
Includes handwritten notes by Sir Adrian Cadbury and a summary of CRAs' corporate governance colloquium, 4 Dec 1991.
40 pp.
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CAD-03237

Briefing notes for lunch with regional city editors, 10 August 1992.

10/08/1992
This document updates the editors about responses received, the challenges of enforcement and criticism. Also on the back are hand written notes about the role of non-executive directors, cost-benefit, small companies and directors' pay.
1 p.
CAD-03238

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

13/05/1991
This is the briefing to launch a high level review.
4 pp.
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CAD-03239

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

14/07/1992
Letter refutes the claim that non-executive directors should only hold one such directorship.
1 p.
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CAD-03241

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

14/07/1992
Letter refutes the claim that non-executive directors should only hold one such directorship.
1 p.
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CAD-03243

Letter, dated 23 July from PJ Butler, KPMG and paper, Reports on the application of acconting principles [Canada].

23/07/1991
Paper sets out rules on professional conduct when 'opinion shopping' is an issue.
10 pp.
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CAD-03245

A note, date 27 June 1991, on corporate governance.

27/06/1991
The note sets outs a what good corporate governance will achieve and how it is to be achieved.
2 pp.
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CAD-03247

Letter, 18 September 1992, from JP Charkham.

18/09/1992
JP Charkham mentions conversation with Michael Angus about separation of roles.
1 p.
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CAD-03249

Letter and note, dated 24 March 1992, from JP Charkham.

24/03/1992
The note suggests a definition of corporate governance that includes employees, alternative working for the foreword and some suggestions on tenure.
2 pp.
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CAD-03251

Correspondence with Mr Ross Goobey, June 1993 concerning directors' contracts.

16/06/1993
Correspondence centres on 'somewhat fudge' remark by ARG in connection with Cadbury Committee and directors' contracts.
4 pp.
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CAD-03253

Letter, 3 September 1993, and copy of article by Dr Sadtler on the board in corporate strategy.

03/09/1993
The paper appeared in Long Range Planning vol. 26(4), p112-113.
1 pp.
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CAD-03255

Papers to committee meeting on 26 February 1992 including implications of committee's proposals and EC company law proposals.

21/02/1992
Includes report of a meeting with EC to discuss possible conflicts with the Committee's proposals and summaries the present position of the EC company law proposals.
8 pp.
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CAD-03257

Letter, dated 19 December 1990, from JP Percy, Institute of Chartered Accountants of Scotland.

19/12/1990
Indicates letter covered a paper for discussion but is not included. Sir Adrian's handwritten notes are on the reverse.
2 p.
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CAD-03259

Correspondence, January to March 1992, with CRW Wysock Wright about part-time Chairmen.

01/01/1992
Correspondence is largely between Wysock Wright and Sir Brian Corby, Prudential.
6 pp.
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CAD-03261

A paper, dated 12 March 1992, giving CBI preliminary evidence to the Committee.

12/03/1992
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.
8 pp.
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CAD-03263

CBI Birmingham dinner party guest list for 2 October 1991.

02/10/1991
Lists guests and their companies.
1 p.
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CAD-03265

Correspondence with Guinness plc during 1991 and 1992 about roles of directors and separation of roles.

23/07/1991
Includes correspondence from an institutional investor and articles of association of Guinness.
11 pp.
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CAD-03267

File contains mainly press notices and articles from late 1995.

01/12/1995
Also included are some responses to a questionnaire seeking opinions on topics for review.
file
CAD-03291

Correspondence with a variety of bodies and people.

01/06/1992
Acknowledgements for copies of draft report, dinners and international spread of Committee's report.
10 pp.

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