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visions relating to internal control. Guidance for companies on how this should be approached was needed. This led to the establishment of the Turnbull Committee in 1998 by the Institute of Chartered Accountants in England & Wales (ICAEW) which then resulted in the Turnbull Guidance, 'Internal Control: Guidance for Directors on the Combined Code' published in September 1999. The Guidance is a Securities & Exchange Commission (SEC) approved framework for management to show that they have adequate internal control structures and financial reporting procedures in place in order to comply with section 404 of the Sarbanes-Oxley Act.

In 2001, the relationship between institutional investors and companies was addressed with the Government commissioned Myners Review, 'Institutional Investment in the UK'. The objective of the review was 'to consider whether there were factors distorting the investment decision-making of institutions'. It included suggestions for the improvement of communication between investors and companies and encouraged institutional investors to consider their responsibilities as owners and how they should exercise their rights on behalf of beneficiaries.

In 2002, the Directors' Remuneration Report Regulations were introduced to further strengthen the powers of shareholders in relation to directors' pay. The regulations increased the amount of information shareholders are given on directors' remuneration, certain disclosures, as well as performance graphs. Shareholder may vote in an advisory capacity to approve the directors' remuneration report.

In July 2002, the Department of Trade and Industry (DTI) and HM Treasury instigated a review of the Combined Code following a review of company law. It initiated the Higgs Report on 'The Role and Effectiveness of Non-Executive Directors' which was published in January 2003. Recommendations from Higgs included a definition of 'independence' and the proportion of independent non-executive directors on the board and its committees; an expansion on the role of the senior independent director to provide an alternative channel to shareholders and lead evaluations on the chairman's performance; added emphasis on the process of nominations to the board through a transparent and rigorous process and evaluation of the performance of the board, its committees and individual directors.

Around the same time, the Financial Reporting Council published the Smith Report, 'Guidance on Audit Committees'. Both the Higgs and Smith Reports were published in January 2003 followed by the Tyson Report on the recruitment and development of non-executive directors commissioned by the DTI. The recommendations from the Higgs and Smith Reports led to changes in the Combined Code of Corporate Governance published in July 2003. It applied to all companies listed on the primary market of the London Stock Exchange for reporting years commencing on or after 1 November 2003.

In 2004, the Financial Reporting Council established the Turnbull Review Group to consider the impact of 'Internal control: Guidance for Directors on the Combined Code' and to determine whether the guidance needed to be updated. Accordingly, 'Internal Control: Revised Guidance for Directors on the Combined Code' was published by the Financial Reporting Council in October 2005.

In 1998, the UK Government instigated a Company Law Review and produced a White Paper in 20本论文由英语论文网提供整理，提供论文代写，英语论文代写，代写论文，代写英语论文，代写留学生论文，代写英文论文，留学生论文代写相关核心关键词搜索。