The Corporate Governance Committee, chaired by Sir Adrian Cadbury, was set up in May 1991 by the Financial Reporting Council, the Stock Exchange and the accountancy profession in response to continuing concern about standards of financial reporting and accountability, particularly in light of the BCCI and Maxwell cases. The final report was published in December 1992 and contained a number of recommendations to raise standards in corporate governance (“Code”), including: (i) that there be a clear division of responsibilities at the top, primarily that the position of Chairman of the Board be separated from that of Chief Executive, or that there be a strong independent element on the board; (ii) that the majority of the Board be comprised of outside directors; (iii) that remuneration committees for Board members be made up in the majority of non-executive directors; and (iv) that the Board should appoint an Audit Committee including at least three non-executive directors. The provisions of the Code were given statutory authority to the extent that the London Stock Exchange required listed companies to “comply or explain”; that is, to enumerate to what extent they conform to the Code and, where they do not, state exactly to what degree and why.