CO882-(6-8) — Page 472

PUBLIC RECORD OFFICE

Reference :-

TILLC.O. 882

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PUBLIC RECORD OFFICE, LONDON

ALLY WITHOUT PERMISSION OF THE BE REPRODUCED PHOTOGRAPHIC-

COPYRIGHT PHOTOGRAPH-NOT TO

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a statement showing how the works recommended could be financed without endangering a dividand of 12 per cent,”

In other words, London decrees that if the carrying out of works pronounced here to be necessary if the Company is to hold its own, works that are recommanded by a Managing Director, who is sent out here as the high professional and right man to put us all right, works, too, the recommendation of which are endorsed by the whole Directorate to a man, including all London's nominees on the Board, if these are even to endanger a dividend of K per cent., then in that case Mr. Nicholson's report is so worthless and so little to be taken account of that you needn't bother even to let the Shareholders know that it so much as exista!

I have sometimes wondered what Mr. Nicholson in his inward soul thinks now of govern- mont for Singapore from London, and what he will do if his report, like that of Mr. Manisty of over four years ago, is relegated to a pigeon-hole in the office of the London Committee of the Tanjong Pagar Dock Company.

AN IMPOSSIBLE RATE.

May I here tell the Shareholders what I think it is right they should know definitely and at once as the opinion of men on the spot who are at least likely to know what they are talking about, viz., that if those directing the affairs of the Tanjong-Pagar Dock Company now do their duty to its Shareholders, viz., keep this Company from going down in the long run by now equipping it thoroughly for its own up-to-date and future necessities, a dividend of 12 per cent. is very unlikely indeed to be maintained under a thoroughly sound policy of direction and management. Besides the maxim laid down in this connection by London that a dividend of 12 per cent. is on no account to be endangered, these gentlemen have also told us that they want first to refer Mr. Nicholson's report and recommendations for the opinion of Mr. W. Matthews, of Messrs. Code, Son and Matthews.

Some of these London gentlemen It is interesting how circumstances sometimes alter cases, who tell us that this is one of their intentions, are the same who not so long ago were moving hravon and earth as it were to capsize Mr. W. Matthews' proposals for the improvement of our harbour. I think I can prophesy what the result will be.. We will have some suggested improvements that will cost in the end about 25 per cent. more than Mr. Nicholson's, and there will be a bill to pay one of the world's first engineers on harbour works. We here will never grudge this latter if it enables us to get on here. But after experience in a previous case, and with the laid down axiom that "a dividend of 12 per cent. must not be endangered," one nunot but much fear that if our London friends have their way, the council of so eminent an engineer as Mr. Matthews will end in its being "noted with thanks."

THE DIRECTORS' VOLTE FACE ON LONDON'S DICTATION.

Well, gentlemen, when we are told by cable from London the view of the Committee that Mr. Nicholson's report should be withheld from Shareholders until we could assure them that the works therein urged, if carried out, would not endanger a dividend of 12 per cent., the Board again conferred as to whether it should be issued or withheld. This was on March 10th, and the resolution then come to and minuted was:--

"The Board, the two gentlemen who had previously dissented again dissenting, adhered to its decision as recorded in minutes of Directors' meeting of 9th February, 1904."

It would appear to have been much too audacious a thing for the Board to do, not only to express an opinion and to act on its independent judgment of what its duty was, this expression and act being contrary to the wish of the London Committee, but to adhere to this, so another telegram came out, not only to the Directorate as a body, but private instructions as well, again objecting to the issue of Mr. Nicholson's report. This time they told us that large Shareholders in London, other than members of the Committee themselves, supported their view to keep the report back. It is fair, I think, to assume, that these large Shareholders, no others had been favoured with a study of the report before they could venture to adjudicate on the question of withholding or issuing it,

AND MR. ANDERSON RESIONS.

Well, gentlemen, this came to us on March 12th, and the Board was again called together. One member, Mr. D. K. Somerville, who was and is strongly in favour of issuing the report, was on this date and yet is temporarily absent from the Settlement, otherwise we had a full meeting, and with the exception of Mr. Ilaffter, who for the third time adhered to his conviction. the other gentlemen of the Board then decided that the report be not issued. And that is the decision and position to-day! There and then I resigned my membership of the Board.

Now, gentlemen, you will know and I hope understand my reason for severing myself from direction of the affairs of this Company. When a Board of Directors is so constituted that its members, not ouly can be, but are, denied the right to exercise their own judgment or to act upon their affirmed convictions, no man who aime at guiding its affairs according to the dictates of free thought can consistently or with self-respect continue on it. Singapore may perhaps ask,But why, in the face of this, are these men still sitting at the Board table?" Well, Singapore cannot blame them, for they are commanded by London to remain in a situation froni which I believe every one of London's nominees would only too gladly escape were he a free agent. It is a situation in which they merit, I feel, our sympathy more than blume.

On March 16th this Company notified its Shareholders of my having deposited notice of a resolution that I had desired to move at this meeting. The resolution of which I give notice was that:

This meeting is of opinion that the existence of the London Consulting Committee of the Tanjong Pagar Dock Company, Limited, has been and is of disadvantage to the

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best interests of the Company, that its existence is inappropriate to the times, that it be abolished, and that Articles 118 to 124 of the Company's Articles of Association be etruck out."

. The Managing Director has been kind enough to let me know that, in the opinion of the Company's solicitors, this proposed resolution cannot be dealt with at this meeting. I hardly expect to be in Singapore long enough to arrange for a special meeting to deal with it, so this part of my proposal, for to-day will, I assume, have to stand over for the present.

I think it has been proved to the hilt not only that the London Consulting Committee will necessarily have to be abolished, but also that the constitution of the Board here must be so altered that it is not possible even to have any people in London pulling strings of direction or control from behind the scenes.

I think, too, I have given you circumstances that fully support my amendment to the proposal before this meeting. The Shareholders will now be able to judge who it is that has desired and has striven to push this Company into a more capable and better equipped position than it is in to-day. And the time has come for the Shareholders to say whether or not the Company is to be managed in Singapore only. If its Shareholders are determined to maintain the position as it now is, and to have continuously called into question by a Committee in London, the ability, judgment, acts, and decisions and the honesty of purpose, good faith, and honour of men here who do the work and do it conscientiously, then assuredly they cannot expect that people with any self-respect will be found here willing to exercise their brains and efforts and waste valuable time in interesting themselves in any attempt to promote and advance the welfare of the Tanjong Pagar Duck Company, Limited, of Singapore.

Votes to maintain the status in quo have been commanded in large numbers from England, where proxies have been sought and solicited, and the numerical strength of thứ of course, so greatly in the majority, that the whole body of Shareholders in Singapore, all at together, can, and, I assume, will, be swamped. Votes also have been canvassed for locally, and, on the faith in those who not having heard could not know, have been promised in support of the London Committee. This, however, and to-day's result, I do not look on as very material, for it will indeed be strange if when bare facts as they exist come to the knowledge of Share- holders, proxies can then be got for the mere asking by those who are responsible for the present condition and position that is complained of. We may at least hope that some people will in time come to believe what the position and feeling here is, and take lesson before it is too late, from facts.

THE COMPANY SOUND,

Before closing I would like, as one who has acquired an exceptionally close and intimate inside knowledge of the affairs and position of this Company, to assure Shareholders that there is nothing whatever wrong with this Company in itself. Its position and its means are so strong and sound in themselves that it may well be the envy of many a corporation. What is wrong is that there is dual control, inasmuch as there is direction and control in London, while it should properly and solely lie with the Board of Directors in Singapore. The existence of this dual control no man of the Board, or off it, can deny; and equally he cannot deny that to run satisfactorily a large concern and business such as ours, under the circumstances of dual control that I have now thrown light upon, is an absolute impossibility. No half measures will ever suit or work satisfactorily. And that is why I assert and urge that the London Consulting Committee must be abolished.

To the proposal that the report and accounts as to-day before you be adopted and passed, I beg to move the amendments that on rising I read to you. (Loud applause.)

MR. STRINGER'S REFLY.

The Honourable C. Stringer said they would appreciate the difficulty he had in replying to Mr. Anderson's long speech, of the purport of which he had not had the alightest indication beforehand, and he felt that if Mr. Anderson had really intended to let the points he had brought forward be placed fairly before the Shareholders for consideration, he should have given the Board some hints as to the matters he intended to discuss, that there might be an opportunity of affording some explanation. A great many of the statements brought forward by Mr. Anderson as facts were entirely new to him, and new, he thought, to a good many members of the Board. He would at once repudiate the last suggestion by Mr. Anderson that he had canvassed for votes.

Mr. Anderson: I named no person.

Mr. Stringer very much regretted that Mr. Anderson had thought it his duty- for he was. sure he would not have made the statement to which they had just listened, if he had not considered it so-te set out in detail matters which as he himself told them were now ancient history, as even if all the circumstances which he had entered into so fully were to be taken in exactly the light in which he saw them, he asked what was the good of it all, and who was to benefit from the washing of so much dirty linen in public? Certainly not the Share- holders of the Company, for if anything was likely to injure them, it must surely be the fact. if it be so, that the Board of Directors and the London Committee were not working in perfect unison and harmony for the interests of all concerned. Mr. Anderson has told them that there had been on some points, some quite minimum disagreements between these two bodies, and to that extent be agreed with him, but when he assumed that the fault of these disagreements lay altogether with the London Committee, he entirely disagreed with him. He was quite prepared to admit that the criticisms of the actions of the Board here by the Committee in London have not always been characterised by consummate tact and with a due consideration of all the clifficulties with which the Board have had to deal, but the one great fact stood prominently, and this he thought was pretty generally known, that up to the year 1900 and 1901 the working of the Company had been allowed to get so terribly behind the times that,