October 6, 1902.]
CHINA OVERLAND TRADE REPORT.
capacity of directors. Any one who expects that they will thus sacrifice themselves takes a view of human nature altogether at yarinuce with experience."Yours, etc.,
REFORM.
are not after all disinterested in their adminis- tration of the Co.'s affairs. It is true that in connection with such contracts. the articles provide that a director's vote will not count, yet the fact remains that he can attend the meeting and take part in the di-cussion that may arise thus influencing the rote of his MR. LOOKER AND THE PRESS AT colleagues. And it also must be noted that the THE BUILDING ENQUIRY, Company Ordinance of Hongkong disqualifies such a director from remaining on the board. becomes therefore imperative that shareholders should carefully and minutely examine the accounts and reports submitted-by the directors at general meetings The directors by reason of the receiving fees for their services are no more or less servants of the sharehold rs.
It
'I hat some of the directors failed to roalise their position in a public Co. and thus misused the power intrusted in them has been clearly proved by past and present events, and have only to cite the authority of that eminent philosopher Mr. Herbert Spencer on this im portant subject. In his essay on the reform of Company law, he writes:
"So far as I have observed, projects for company-law reform have concerned only the methods pursued in the formation of companies. They have had for their aims to restrain the fraudulent doings of promoters, and to prevent delusion of the public by the parading of apparently responsible directors whose influen tial names have been indirectly purchased. But no thought appears to have been given to abu es existing in the administrations of established companies. Extremely grave erils are, however, to be observed in these, and it is high time they should be checked.
How directorial power should be curbel is a difficult question to answer. More deliberation might perhaps be insisted on. Measures of importance are too easily dec led and carried out by boards cf directors. Should there not be restraints
akin to those which our two legislative houses impose on themselves by requiring a second
and a third consideration? That there exists, in some cases at least, as I have ascertained, a course of business which involves re-considera tions is true; but something more systematic would probably be beneficial. It may also be reasonably asked whether all measures implying considerable changes, or expenditures of large amounts, should not be referred to the pro- prietary, whether before a final d cision there should not be something like a referendum. But would not anything like a roferendum be a great hindrance to business? Hindranca?
TO THE EDITOR OF THE
DAILY PRESS.
263
simply stated on behalf of the Land Company that they wished the fullest publicity.
As the report of yesterday's proceedings in your paper, as quot d above, is the opposite of what occurred, and is calculated to create a mi-leading impression in the minds of any person reading it which might operate to the prejudice or to the misjudging of our clients, wa ara further instructed to request you to publish this letter, in the accuracy of which Mr. Hoop coneurs, in your issue to-morrow,
Yours, etc.,
DEACON & HASTING3. [Wo append a transcription of our re. presentative's notes of the remark made by Mr. Looker on this occasion. The italics are
Having drawn
our OWD.
of
attention to the
certain
Hongkong, 1st October. SIR-u your issue of this morning it is reported that on the enquiry at the Magistracy yesterday, at which I was myself present, Mr. Looker renewed his application for the sup pression of the publication of the proceedings, which application was opposed by Mr. Shelton Hooper and was again refused by the misprint which we have already correct id, Magistrate. This report is incorrect.
of the breaking strain What that actually took place is as follows:-Mr. Looke, tie rods being 61 toas instead of 31 tons, Mr. after first correcting the mistake which appeared this opportunity of stating-in the first place,
Looker proceeded :-
:-"Your Worship. I take in the report of Mr. Leigh's eridonce in your issue of yesterday, by refrence to the Magis. becaus it a convenient o e, and in the second trate's notes, stated that he took advantage place because there seems to be a misunderstand. of that opportunity to refer to the applicationing or wrong impression that there is no desire he had previously made that the proceedings
whatever on the part of Messrs. Leigh & should not be published in the newspapers at Orange or of myself to stifle these publications. the present stage. Such application. Mr. Your Worship will remember that I objected Looker said, had not been made by him in
to the reports appouring in the papira bee nie consequence of any desire, expressed by his somebody might be held to be criminally liable clients, that publication should not be given and there might bo subsequent criminal proceed- to the proceedings they, on the contrary, ings. On the other hint, if these procedings desired that the whole malte should ha
do not take place, as I said, there can be no objec- fully made public-but because he himself turn waterer to the reports apparing. Waen had not considered it right and proper that, Lobited to the proceedings being published, while su'sequent proceedings were possible, the my friend Mr. Donnys, in rather opposing my evidence given on the enquiry should be objection. sail that it would be a very great published beforehand, and more especially if the public service for these reports to appear. If it
port in the newspapers of such evidence was
is a great public benefit, a man should be made tɔ incomplete and inaccurate. Mr. Looker then
say what he really said, and what he says should remarked upon the frequency with which most
not be exaggerated, or it should not be reported. inaccurate reports of legal proceedings appeared at all. If that is not done, then I submit that it is in the interests of the public and of the persoas connected with this enquiry that these reports should not be published until the final moment, bec use then there can be no longer any objection to publishing them."
Yes, this is exactly the thing wanted, Within the last fifty years a hundred millions of capital have been lost from waut of such hindrances. Abuses which might readily have been foreseeu have arisen from the practice of making the chairman of a board of directors also chairman of the meeting of proprietors-abuses which would not have existed had there been a practice like that which, in the House of Commons, results in a speaker who is independent alike of the party in power and of the opposition. The present arrangement is conspicuously absurd. At a periodical gathering of share- holders the directors have to render an account of their stewardship, and to ask for the share- holders' approval of what they have done. Yet such being the purpose it is thought proper that the chief steward shall preside and regulate the proceedings! Of course as chairman ho has large power of impeding opponents and aiding those who support the board. He may assert that a speech out of order, or that it must be ended from lack of time, or that other business must be brought forward; or appointed mouth-pieces of the board in the meeting may interrupt or contradict; so that, save in cases of extreme misbehaviour arousing the general anger of the proprietary, there is Ittle chance that an opposition will make itself fairly heard. But it needs no detail to show that if you givo a board whose doings are to be examined power over the proceedings of the examined body, that power will inevitably be used to hinder investigation and prevent blame. Do I hope for any results from these protests, or any such protests? No: there is a conclusive reason why no changes of the kind required will be made. Three out of four of our legislators have seats on one or other board of directors: some of them seals on many boards The reforms made by them in their capacity of legislators would restrict their powers in their
in the local newspapers, in which remarks Mr. Dennys concurred. Immediately afterwards Mr. Shelton Hooper arose and stated that he, also, on be'alf of his Company, desired full publicity to be given to the proceedings Yours, &'c.,
C. D. WILKINSON.
"
TO THE EDITOR OF THE DAILY PRESS,
10. Queen's Road, Hougkong, 1st October. SIR-Iu the report of these proceedings in your issue of this morning the following
passages occur: -
(a)
f*
Mr. Looker viewed the opportunity Es a favourable one for repeating his application that the proceedings of the enquiry should not be published till their conclusion and then only if no one was held criminally liable ou the ground that such publication might prejudice a jury."
(01 M. Hooper opposed the application." (c)"The application was again refused." In the paragraph also appearing in respect of the enquiry in another column it is also
stated:---
Mr. H. W. Looker, solicitor, who is appearing for the architects. Messrs. Leigh and Orange, made the oversight the occasion of a renewed application for the suppression of the publication of the proceedings. An application that was again refused by His Worship, Mr. F. A. Hazeland."
We are instru ted to call your attention to the fact that no such application was made yesterday by Mr. Looker and consequently it was not opposed by Mr. Hooper or refused by the Magistrate; nor has any application been made at any time by Mr. Looker for the sup- pression of the publication of the proceedings; but only that the publication should not take place at the present stage. What Mr. Looker said yesterday was that he wished to state-- becanse a mistaken impression appeared to exist tha his clients bad not the slightest wish or desira that the publicity of the proceedings should be in any way stifled and to point out that his previous application, if granted, would not have had the effect of stifling publicity because, if any one was committed for trial, the case would be then fully reported and, if no one committed, there was no objection, as he had stated before, to the proceedings being published when they were concluded. Mr. Hooper
was
Mr. Looker then went on to "protest generally against the way legal cases were reported in the papers, and when he had finished Mr. Shelton Hooper said: Your Worship, as representing the owners, I wish to state that so far as the Land Investment Company is concerned, and it is concerned as much as anybody else, we wish th widest public tv to be given to thes›
-ED. D.P.] proceedings.
CANTON INSURANCE OFFICE,
LIMITED.
The following is the raport for prasentition to the shareholders at the twenty-first ordio ry general meeting, to be held at the Offices of the General Agents, on the 23rd inst,, at noon-
The General Agents and Consulting Com- mittee beg to submit to the shareholders the final accounts for the year 1901 and an estimate of the present year's working to the 30th ult.
1901 Account.The re ult of the year's work- ing is a credit balance of $270,056.99, out of which, and with the approval of the share- holders, it is proposed to pay a dividend of 28 per cent. (=314 per share), to ad1 $51,00) to the reserve fund raising the reserve to $1,250,000, and to carry forward the balance of $80,056.99 to the current year's account,
1902 Account.-This account shows 80 estimated balance at credit of $579,514.
CONSULTING COM VITTAE, Since the last meeting Mr. D. Gillies bs ra. signed his seat and left for home, his subsequent death being a matter of great regret to the General Agents and Consulting Committee. Mr. White has also resigned his set. To meet
these vacancies Messrs. D. E. Brown and
J. II. Lewis were nominated and their appoint- ment requires the confirmation of shareholders. The present members, Sir C. P. Chater; Messrs. D. E. Brown, F Maitland, J. H. Lewis and Dr. M. Moses retire, but offer themselves for re-election.
AUDITORS.
The accounts have been audited by Messrs. W. H. Potts and R. Chatterton Wilcox, the latter acting in place of Mr. Fullarton Hender- son who has left the Colony. Messrs. W. H.
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