PUBLIC RECORD OFFICE
Reference :—
TTIC.O. 882
سلسل سلسا
20
extensiona
It will be contended that by the construction of the proposed new dock and And in concrete wharves the undertaking would be brought up-to-date, be ample in all projected respects for the calls which could be made on it for a generation; that its earning and con- power would be enormously increased; that most valuable land, long lying unused, versions. would become revenue-producing, and that the interest, depreciation, and main- tenance charges of the new works would be but a moderate charge on the revenue
so that there would be sufficient left to pay a gradually increasing dividend.
The above is, of course, but a mere outline of the general arguments which it may be expected will be forthcoming from the Company, but there are several other important heads of claim which require separate consideration.
One of the most important of these is the question of the payment to Aiding Aiding
Members.
ས
members.
provisions.
By reference to No. 72 of the Articles of Association of the old Company, it The will be seen that "Shareholders who have procured or influenced business to the former Company shall be entitled to have divided between them in proportion to the amount Company's of the business they have contributed, such proportion of one-tenth of the net profits of the Company as the aggregate income from the amount of business contributed by them bears to the total business of the Company." Article 124 of the New Harbour Dock Company was precisely the same.
No. 107 of the Articles of the present Company gives power to the Directors Present by Clause 15—
"Before recommending any dividend, to set apart out of the profits of the Company of any financial year in respect of which the payment of a dividend is recommended, a sum not exceeding one-tenth of the profits of such year for distribution amongst members of the Company who, in the opinion of the Directors, have by their introduction or influence procured or aided or led to the procuring of business or work being done by the Company (hereinafter called aiding members') and the Directors may divide such sums (or such part thereof as they, in their discretion, think fit) so set apart amongst such aiding members in such proportion as the Directors may determine."
Copy of the present Memorandum and Articles of Association is laid herewith (Appendix J).
provisions.
Under the above provisions, payments have been made regularly, and the Payments amounts paid are shown on the half-yearly balance-sheets, and are set out in Appen- so made.
dix K hereto.
There is reason to believe that it will be suggested or proposed on behalf of the Proposed Company that these payments should now be "adjusted" in the accounts; the effect adjust- of such adjustment being that for the purpose of fixing the compensation to be paid ment. to the Company, the sums so paid should be regarded as net profits divisible amongst the shareholders, and that the amount be capitalised at whatever number of years' purchase be applied.
When it is seen that in 1904 no less than $85,000 were so divided, the serious Its import- nature of the question (if there is any strength in such contention) is obvious, but ance. it is submitted that such a proposal is wrong in principle.
The Articles clearly lay down a distinction to be observed between members Arguments who have aided in the procuring of business and those who merely passively await against the making and receiving of profits (to quote the Colonial Secretary, "the distant proposal. dividers of dividends "), and it is not competent now, it is submitted, to capitalise for the benefit of this latter class any sum to which in the life of the Company they have had no claim and from the sharing of which they were distinctly excluded. As the Governor said more than once in Council, the Government in this expropria tion is not dealing with the individual shareholder but with the Company as a whole; neither, presumably, is it suggested that it is dealing with any section of shareholders. It would equally appear, therefore, that any possible contention by the "aiding members" to extra compensation, would not be admissible.
Moreover, no aiding members of the Company could claim a specific sum as or right. The amount is in the discretion of the Directors. In the old Company the
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8 PUBLIC RECORD OFFICE, LONDON