PUBLIC RECORD OFFICE
Reference :-
huluimini... TREEC.O. 882
8 PUBLIC RECORD OFFICE, LONDON
ALLY WITHOUT PERMISSION OF THE BE REPRODUCED PHOTOGRAPHIC- COPYRIGHT PHOTOGRAPH—NOT TO
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It is necessary, however, for me to state that the Company are extremely surprised at the terms of price suggested by the Government of the Colony, and unless these terms are very considerably increased, any agreement will be impossible, and the Company will have to take up a position of determined opposition to the Ordinance of expropriation, but the Company trust that on further consideration the Government will see the desirability of meeting the Company in a more reasonable spirit.
I am, &c..
W. G. GULLAND, Chairman of the London Consulting Committee of The Tanjong Pagar Dock Company, Limited.
Enclosure in No. 42.
An Ordinance to provide for the acquisition by the Government of the Straits Settlements of the Undertaking known as The Tanjong Pagar Dock Company and for the management of the same.
Whereas it is expedient that the property-and-assets undertaking of the Tanjong Pagar Dock Company Limited should be vested in the Government of this Colony and that provision should be made for the management of the same.
Be it enacted &c.
1. This Ordinance may be known as "The Tanjong Pagar Dock Or·linance
1905." 2.
In this Ordinance the following expressions shall have the meanings respectively assigned to them where not inconsistent with the context:—
"The Governor" means the Officer for the time being administering the
Government of the Colony.
"The Colony " means the Colony of the Straits Settlements and "the Govern-
ment means the Government of the Colony.
"The Company" means the Tanjong Pagar Dock Company, Limited.
The Board means the Board constituted by the provisions of this Ordin-
ance.
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The Court means the Court of Arbitration constituted by the provisions
of this Ordinance. The expression "undertaking" includes all such property real and personal including cash balances and reserve funds vestments and all powers rights authorities and privileges and all other interests and rights in to and out of the property real and personal and obligations and things in action as may be in the possession of the Company or belonging to them immediately before the date referred to in the next section and all books accounts and documents relating thereto but subject to all debts liabilities and obligations of the Company by this Ordinance transferred to the Board or the Governmert.
3. It shall be lawful for the Governor by writing under his hand addressed to the Managing Director of the Company to give notice that it is his intention to take over the property undertaking of the Company on a date to be stated in the said writing and from and after such date the property-and-assets undertaking of the Company in the Colony shall be vested in the Government. Such notice shall be given within 6 months from the coming into force of this Ordinance and the date to be stated therein shall be a 1st day of January or 1st day of July not being less than 6 months from the giving of such notice.
4. The Government shall be liable for all debts liabilities and obligations lawfully incurred by the Company at the date aforesaid.
5. There shall be paid out of the funds of the Colony to the Company as com- pensation for the taking over of the property undertaking of the Company a sum to be determined by mutual agreement between the Government and the Company or failing such agreement by arbitration, but any sum so payable or any part of it may if the Government and the Company so agree be discharged wholly or partly in inscribed stock of the Government. The money or stock to which the Company
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so become entitled shall be paid or issued to the Company by the Government within 3 months after the date referred to in Section 3 or after the ascertainment of the amount thereof whichever date is the later.
6. For the purposes of the arbitration mentioned in the last preceding section,
a Court shall be constituted in the manner following, that is to say :-
(1) Unless the Government and the Company shall concur in the appointment of a single arbitrator they shall each of them nominate and appoint an arbitrator and after any such appointment shall have been made neither party shall have power to revoke the same without the consent of the other party.
(2) If before the matters referred to arbitration shall be determined the arbitrator appointed by either party die or become incapable the party by whom such arbitrator was appointed may nominate and appoint some other person to act in his place, and if for the space of 14 days after notice in writing from the other party for that purpose the said party fail to do so the remaining or other arbitrator may proceed ex parte and every arbitrator to be substituted as aforesaid shall have the same powers and authorities as were vested in the former arbitrator at the time of such his death or disability as aforesaid.
(3) If more than one arbitrator shall have been appointed, such arbitrators shall before they enter upon the matters referred to them nominate and appoint by writing under their hands an umpire to decide on any such matters on which they shall differ; and if such umpire shall die or become incapable to act they shall forthwith after such death or incapacity appoint another umpire in his place, and the umpire so appointed shall have the same powers and authorities as were vested in the umpire last appointed at the time of his death or incapacity to act.
(4) If the arbitrators shall refuse or shall for 7 14 days after the request of either party neglect to appoint any such umpire the Lord Chief Justice of England may on the application of either party appoint an umpire.
(5) The decision of the umpire on the matters on which the arbitrators shall
differ shall be final.
7. In the event of no agreement being arrived at by mutual consent as provided for in Section 5 within-3-months from before the date referred to in Section 3 the court shall be constituted as soon thereafter as conveniently may be. It shall hold its sittings in the Colony and the provisions of the Arbitration Ordinance of 1890 Sections 20 to 23 inclusive shall apply to its proceedings.
8. In fixing the sum to be awarded as compensation the Court shall determine the value of the undertaking as if with the necessary modifications the law of com- pensation for the purposes of the Lands Clauses Acts of the Imperial Parliament were applicable to the case. Provided that the Court shall not make any allowance-for compulsory-sale and shall not take into account any enhancement or depreciation of the market value of any stock or shares of the Company, which in the opinion of the Court was caused by or resulted from the passing or the anticipation of the passing of this Act, but the Court may make such allowance as they think just for recoupment of any loss of interest pending re-investment as well as for the cost of re-investment and for covering any costs charges and expenses (other than costs incurred in an arbitration under this Act) which have been or are likely to be incurred in consequence of the passing of this Act by the Company or the shareholders therein including the costs charges and expenses of winding up the affairs of the Company and which ought in the opinion of the Court to be borne by the Government. The Court in awarding the compensation under this Ordinance shall consider whether any liabilities incurred by the Company after the 10th December 1904 were necessarily reasonably and properly incurred for the purpose of carrying on the ordinary business of the Company since that date.
9. A Board, to be called the Tanjong Pagar Dock Board shall be constituted as hereinafter provided. The Board shall from and after the date referred to in Section 3 hold the undertaking of the Company and may exercise all the rights powers authorities and privileges of the Company and shall (to the exclusion of the Company) be subject to all the duties obligations and liabilities of the Company.
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PUBLIC RECORD OFFICE
Reference :—
C.O. 882
ALLY WITHOUT PERMISSION OF THE BE REPRODUCED PHOTOGRAPHIC- COPYRIGHT PHOTOGRAPH-NOT TO
8 PUBLIC RECORD OFFICE, LONDON
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10. The costs of the Company incurred in arbitration under this Ordinance shall except and so far as the Court otherwise determine be borne in the first instance by the Government and shall be a charge upon the revenues of the Board. The Court chall-upon-the-application-of-the-Government may order the taxation of any such costs in such manner and on such scale or principle as they may think fit.
11. Pending the payment to the Company of the sum referred to in Section 5 the Board or the Government on behalf of the Board shall pay to the Company from the date mentioned in Section 3 interest at the rate of 12 per cent. per annum on the ordinary share capital of the Company as constituted on the 10th December
1904.
11a. The accounts and balance sheet of the Company up to the date referred to in Section 3 shall be made up and audited as soon as practicable after the said date and such an amount as may be certified by an Auditor appointed by the Court to be the balance representing profits available for distribution as dividend shall be paid over by the Government to the Company, but in determining the compensation for the transfer of the undertaking of the Company, the sum payable to the Company under this Section shall not be valued as forming part of the undertaking.
11b. For the purpose of enabling the Company to prepare and conduct their case for arbitration under this Ordinance and generally to carry on their business and to wind up their affairs
(a) The Company may after the date referred to in Section 3 temporarily retain for their own use such offices, books, accounts and documents and the services of such officers and servants, as may be agreed upon between the Government and the Company or failing agreement be determined by the Court and
(b) Any officer of and any other person authorised in that behalf by the Company shall have free access to all the works transferred to the Government from the Company for the purpose of inspecting those works, and to all books, accounts, and documents of the Company in the possession of the Government, for the purpose of inspecting copy- ing and making extracts from the same and shall have all proper facilities for the purposes aforesaid, and
(c) There shall be paid by the Government to the Company from time to time on account of any sums which may ultimately be found to be due to the Company from the Government such sums as may be agreed upon between the Government and the Company or failing agreement as may be determined by the Court.
12. The Board shall be appointed by the Governor. One-third of the members shall retire by rotation every years but may be re-appointed if the Governor shall see fit. Of the original members, those to retire in the first and second years shall be determined by lot.
(2) The Governor may at any time by writing under the hand of the Colonial Secretary remove any member from the Board and such member shall forthwith cease to act.
(3) In the event of a vacancy among the members of the Board from whatever cause arising the Governor may appoint another person to fill the vacancy and such person shall hold office for the unexpired term of offce of the member whom he replaces.
(4) In addition to the members referred to above, the Governor may appoint two official members who shall hold office during the pleasure of the Governor.
(5) The Chairman of the Board shall be appointed by the members from among themselves subject to the confirmation of the Governor. He shall not be an official member.
13. The members of the Board shall receive such fees or remuneration as the Governor may from time to time determine.
14. The Governor may from time to time issue to the Board such instructions as he shall see fit and the Board shall forthwith give effect to such instructions.
15. No member of the Board and no person employed by the Board shall be deemed to be a member of the Civil Service of the Colony by reason only of such employment.
16. Subject to the provisions of this Ordinance all persons employed by the Board shall be appointed by the Board at such rates of salary or wages as the Board may determine and any such person may be dismissed by the Board with such notice or compensation in lieu of notice as is customary in each case.
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conditions
16a. (1) Every Officer and Servant of the Company employed in the Colony If there upon or in connexion with the undertaking immediately before the date referred to are no such in Section 3 (all which Officers and Servants are in this Ordinance referred to as the words existing Officers and Servants) shall as from the said date become an Officer or in brackets Servant of the Board and shall hold his Óffice or situation by the same tenure and should be upon like terms and conditions (including all conditions regarding pension or other omitted. superannuation allowance) under the Board as he would have held the same under the Company if this Ordinance had not been passed and while performing the same duties shall receive not less salary, wages, or pay than he would have been entitled to if this Ordinance had not been passed.
(2) Every existing Officer and Servant shall perform such duties as they may be required to perform by the Board.
(3) The Board may abolish the Office or situation of any existing Officer or Servant which they deem unnecessary and any existing Officer or Servant required to perform duties such as are not analogous or which are an unreasonable addition to those which as an Officer or Servant of the Company he was required to perform may relinquish his office or service and every existing Officer or Servant whose office is so abolished or who so relinquishes his office or service as aforesaid or who other- wise suffers any direct pecuniary loss in consequence of this Ordinance shall be entitled to be paid by the Board compensation for such pecuniary loss, regard being had to the conditions on which his appointment was made, the nature of his office or employment, the duration of his services, and any other circumstances affecting the
case.
(4) If within a period of 5 years after the said date the services of any existing Officer or Servant are dispensed with by the Board because his services are not required and not on account of misconduct or incapacity or the salary to any such Officer or Servant is reduced the Officer or Servant shall be deemed to have suffered direct pecuniary loss in consequence of this Ordinance.
(5) The temporary retention after the said date of the services of an Officer or Servant by the Company in accordance with the provisions of this Ordinance shall in no wise prejudice or affect his rights under this Section.
(6) __ Any difference which may arise between any existing Officer or Servant By whom and the Board as to whether such Officer is entitled to compensation under the provi- is the sions of this Ordinance or as to the amount of such compensation shall be determined Arbitrator by an Arbitrator to be appointed in each case by
to le whose decision
appointed. shall be final and the costs of every such Arbitration shall be borne as the Arbitrator shall direct.
(7) Lewis Fraser the Secretary to the London Committee of the Company Probably a who has been in the service of the Company for 19 years if he continues to hold that reference to office till the date referred to in section three shall on that date be entitled to relin- the pro- quish his office and to be paid by the Board a pension or superannuation allowance visions of for the remainder of his life amounting to two-thirds of the salary payable to him on the tenth day of December 1904.
the Arbi- tration Ordinance
better here.
(8) Every other officer or servant in the office of the London Committee of the would be Company or employed by the Company in London and in such employment both on the tenth day of December 1904 and on the date referred to in section three shall be paid by the Board by way of compensation for loss of office an amount equivalent to eighteen months' salary or wages of the salary or wages payable to him on the tenth day of December 1904 and such payment shall be made within one month after the date referred to in section three.
(9) All payments to which the Board may become liable under this Section may be paid by the Government in the first instance out of the funds of the Colony.
166 (1) The Government shall pay the Company by way of compensation for the loss of office sustained by such of the directors and by such of the London Com- mittee as were in office both on the tenth day of December 1904 and on the date referred to in section three such sums respectively as may be agreed upon between the Government and the Company or in default of agreement as may be determined by the Court, due regard being had to the nature and tenure of the office.
(2) The sum paid to the Company under this section as compensation to the Directors for loss of office shall be distributed amongst the Directors entitled to such compensation in such proportions as those directors or a majority of them