1930-02-06 — Page 9

CEMENT COMPANY'S

FUTURE,

BREAK WITH SHEWAN

TOMES & CO.

COMPENSATION PLAN.

Considerable interest, as mani fested by a large attendance of shareholders, was taken in the extraordinary general meeting of the Green lataud Cement Company Limited, which was held in St. George's Building yesterday after noon in pursuance of a itequisi- tion made to the Directors. Two extraordinary resolutions were originally intended to be put be

|

fore the meeting.

The Arst was "That the firm

Directors Stake.

THE

Aa at present constituted the Board of this company includes Directors who, with one exception, have served thereon for a period of several years, and I may in- cidentally add that the Directorate has a material atake in the com- pany inasmuch as

its holding Ponts more than 10% of the issued capital thereof. During ita period in office your Board has devoted a considerable amount of time and close attention to the affairs of the company, par- ticularly in view of the fact, which is common knowledge, that the company has, during the past five years, passed through a period of govere depression necessitating conservation of its financial ro sources in order to effect complete modernization of its plant, which will,.. of "courac, entail heavy capital expenditure, which ex-

HONGKONG TELEGRAPH.

THE COMPANY'S HISTORY.; what is considered a fair and rea- dan Shewan. Mr. Shewan fa will sonable compansation? Having at the head of his firm, I am decided the first point, the second) | happy to: say, and enjoying..., his the Chairman has informed us, sunt robust health and, with his remains to be debated at a futuro alert mind, in spite of his years general meeting of shareholders. [umustentatiously giving of his

Strong Case Made Out by the

Hon. Mr. J. P. Briga.

The Hon. Mr. J.P. Braga said.-- Mr, Chairman and gentlemen, The orthodox formula adopted by the seconder of any resolution, or, an amendment thereto, is the one that usually commends fleelf be- cause of its brevity-"I have plea- sure in seconding." I propose on this occasion to depart from this starcotyped phraseology. The quee tion under discussion, no less than the momentous issue involved, calls for the submission of argu- menta for your serious considera- It is with mixed feelings that I rise to second the Chairman's amendment to the original Resolu- tion calling upon the shareholders pany to cast themselves adrift

tian.

THURSDAY, FEHBUARY 6, 1930..

Paid-up: Capital

·In: 180b

1897

1898

*1899

1000.

1901

200,000 :271,975

360,797:** 498,812 998.040

··1,000,000. 1,500,000 2,000,000.

4,000,000

9,000,000

3,400,000

Mr. Shewan.

-1905

·1906.

.1907. 1917 2. 1924.

"

!

000.00, par month and a comm mission of 24 per cent. on the annual balance of the working account of the year to be taken before any allowance or deduc- tion has been maito from duch working account for deprecia- tion of property, rents, build- ings, machinery and stocks or goods and materials of any kind,"

of Mesure Showan, Tomes & Co.penditure is, I may add, vitall or the Green Island Cement Com- thus..forge a new link in the thain vision of a prosperous Kowloon The statement, as I have sub-think it will be a waste of time ff, XI (8) of the Articles of Associa undertaking with a view to bring from the firm of Messrs. Showan, past, when we owed so much to by reason of its industrial enter-facts. To the unbinssed and un-pot do so.

bo removed (pursuant to Article oasential to the future of its

ing it back to the high standard of earning power which it enjoy- ed for a period of years prior to "That the year 1925. With

tion of the Company) from the office of General Managers of the business of the company." The Becond resolution Gibb, Livingaton & Co., Ltd., of Victoria, in the Colony of Hong- kong, be appointed the General

company with a remuneration of

annual balance

Reasons for Amendment, '

ول

1

?

chinery and stocks of goods and that, in connexion with the amend way by the compelling force of meted out by a council of level of a key industry of such inen-And if we did, then the conclusion the history of the company to

28

the

-de

45

Speaking with regard to resolution sponsoring the pointment of Messrs. Gibb,

Co. Ltd., Livingston and General Managers of the business of the company, Mr. E. Davidson said that proxies Buffelent to ake the required majority to pass the resolution had not been

(1) That the General Managers are, in their opinion, ca titled to reasonable com pensation for loss of office

and,

་་

(2) That the terma under which your Board propose that Mesure Shewan, Tomes & Gö, shall relinquish the General Managership of this company include, inter alia, a covenant to the effect that Mesara. Shewall Tomes & Co., shall not

aaaume competitive agencies

in relation to the market ing of cpmont covering a period of svo years.

Company's History.

In this connexion may I offer best in foresight, ripe judgment one suggestion? The issue of and experience and brilliant Founder shares is a common talent in the Industrial service of enough practice with joint, stock this Colony. companies. If the allotment of When the effort to float now

and which, I will again ask one- man-And $0,243,447.23 has been paid Mr. Davidson: Sir, as I hold

of the Requisitionists to propose... Founder shares be not practicable rapital failed, because of some technical dificul approached Mr. Kramer, ties; let Messrs. Shewan, Tomes & ager of Arnhold, Karberg & Co., in dividends by the Company proxies for the Requieftionists. I Co. be paid compensation in the for his. (Mr. Shewan's firm) to managed by Messrs. Shewan, would, in the ordinary course equivalent of fully-paid shares take over the management of the Tomes and Co.; they, took it over lava proposed this resolution, but Thio difficulty of ready cash would Cement Co. These two gentlemen in 1895 when "it was moribund as you have been good enough to be obvinted and an old and hon- were close friends. Mr. Shewats and certainly bankrupt, and as a allow Mr. Tinson and myself to ourable association of Messrs was advised that "there was noth-business proposition it commend- scrutinise the proxies, it is knowa Shewan. Tomes & Co. with the ing in it." Mr. Kramer wased itself to no one." Such was. the to me that, although a substantial. Company would still be retained. sick of 4 Nothing daunted, work of the general managers number of proxies have becz It would be a graceful act, at any however, Mr. Showan, in his abill-that they earned for sharehold- lodged in support of this resola- rate, from shareholders to their ty to "dip far into the future."ers, no less a sura

tlina nearly tion; there are not sufficient to general managers. There is the dreamt dreams" and, far as the $10,000,000 out of a moribund make the majority which is re- further advantage that we would human eye could see, saw the company,

quired to pass this resolution. connecting the present with the now made still more prosperous mitted, containg nothing but unre propose it and therefore I will Tomes & Company in their position Messrs. Shewan, Tomos & Co. The prises fostered and developed by prejudiced mind the only con- of General Managers of the buel- bonds of friendship need not be the progressive polley of a help-clusion to be drawn from these

Retrogrado Step, severed for good. ness of the Company..

ful Administration.

neta is that Mesora. Showan, The ,al

Chairman:-Gentlemen, It will help us If, at this stage, My feelings are. in the first I beg your forbearance to present Mr. Kramer required of Mr. Tomes and Co: deserve well of Although the robotution which you place, those of regret that in the to you very succinctly the history Showan the reimbursement of a shareholders and in our recogni-havo just heard read will act ba evolution of modern industrial ending up, to Messrs. Shewan, sum of $50,000 and the guarantee tion of their services the least we before the meeting in view of the and commercial progress, as well Tomes & Company's general mann of an overdraft with the Honging to-day an unmistakable admis- think it desirable to review the

can do fa to record at this most-tatement made by Mr. Davidsonge

Managers of the business of the juncture, lo regale you with a underlying thę policy of economi-, I would like to go more into detaji 1000. So, aven in those early days, justifiable, claim for full and ado- which I have proviously; raz not propose, at this as those of practical principles gership, If time had permitted it,kong and Shanghai Bank of Bion of their "very strong and events leading up to its pronosal

The circular dated 15th November? $1,000.00 per month and a com lengthy dissertation regarding the cal administration, old associa-But I will not detain' you longer with the experimental cement in-quate compensation from the ferred to, fully sets out the viewar mission of 21⁄2 per cent. on the policy undertaken in this relation tions and tried friendships long than I can help. The facts that I [dustry in Hongkong or rather st}

er cent working as it will be necessary for me to established must, sooner or later. will present to you in tabloid-form Macao, in its death throes, the then Company."

I fail to see how shareholders Four Directors, seo no reason to of the Board on this matter, and are material and Illuminating and general managers had to be re- account of the year to be takon refer to this matter later when I be parted. been made from such work-second of the resolutions before of pleasure that if, as business the only conclusion possible, and 000. Mr. Showan accepted Mr. proposal. I venture to think it they are firmly of the opinion that

At the same time, I feel a sense will, I hope, assist you in reaching Imbursed to the extent of $50,- can equitably negative such alter thase viewp, particularly that before any allowance or deduction address you in opposition to the the meeting to-day. Nevertheless, of dng account for depreciation

it is necessary for me to point out, we feel sentiment must make that is, that justice and fair play be Kramer's terms, and the re-birth would be monstrous if we did. would up a retrograde on that: property, ronta, buildings, ma-

circumstances, a section of the handed men of business who will culable benefit to Hongkong had forced upon me that commer-point further, General Mang ment I now place before you, your shareholders of this Company is render unto "Caesar that which is its beginning,

cial morality In Hongkong latera materials of any kind."

doomed and "gentlemen's agree The first resolution was carried Board, in sponsoring the matter not so devoid of the sense of Ita Caesar'a

Shareholders will doubtless re- on, the proposition of Mr. E. adequate compenention to the moral-If not also of its legal-

"Turning of the Tide. ment must be considered a de-collect that at the last annual luston and a snare. I refuse to general meeting a shareholder Davidson, seconded by Mr. Bulmer General Managers, has. bean obligation that if the Company, on

In 1896, for the first time also, think that the mercantile Johnson, together with an amend prompted by the following in the ground of expedicney, should

The Green Island Cement Com- the name of the fate Sir. (then munity of this Colony: will, invita kera commission should be re

com-ummested that the General Mann- free itself from general manager- ment proposed by the chairman portant factors:

ship, the firm of Messrs. Shewan, pany, Limited, was started on the Mr.). Paul Chater appeared as a the opprobrium that should be duced so as to make such com (Mr, Ĉ. Á. da Roza) seconded

Tomes & Company, who had acted Ewons, a solicitor then practising

22nd March, 1889: Mr Greasy Director.

fully merited if, at the same time mission commensurate with the by the Hon. Mr. J. P. Braga,

na general managers for nearly 35 in Hongkong and at one time in

With the admission of Mr. C. A. is they remove the general net profits earned by the company; "That the firm of Messrs. Shewan, Tomes and Co., "be removed pur-

years, should receive adequate partnership with a gentleman how Tomes as partner, the firm name managership of the Green Island Your Directors, after much thought and having and ample compensation for the occupying a seat on your Board of of Shewan and Co. was changed Cement Co., Ltd., from Messrs. Careful suant to Article XI (8) of the

relinquishment of their office,

to Shewan, Tomce and Co., and Shewan, Tomes and Co. they re of the company, went beyond

In view the best interestar Articles of Association of this

Directors, and- Me, Yu Stu Wang company from the office of Gen-

A Significant Fact:

were the promoters of the Com-ever since 1897 the signature of solutely set their face against a pany. The nominal capital, was Shewan, Tomes and Co. has dp-claim; that to my mind, can be to endeavour to relieve the com

the suggestion made, by deciding eral Managers of the business af

established in equity and nubatan. the company but bo pald

Before I submit the reasons in $1,000,000 of which-$766,72) was poured on every annual report.

In 1897 it was found desirable tiated in law. If they did, then load which the maintenance:

pany altogether, from the financial compensation for such removal

support of my arguments there paid up. Its mudest beginning are two facts and they are im was located on "Ilha Verde" at to, considerably increase the out- the finger of scorn can be just the office of General Managers any such sum as the company in general meeting may hereafter

portant facts wish to on- Macao, and it was from the Eng-put and a large and valuable ske ly pointed at us, and it should be would entail. decide."

phasize. The frat is that the Relish translation of the name of was acquired at Hok Un, Ros-difficult for us to overcome the quisition for this meeting was this little island "Green Island" loon. The aren of the work is derision.

Expensive Administration. signed by 16. shareholders repre--that the Company derived its 1,120,578 sq. ft. It is recorded in I remain to be convinced by any

In arriving at this decision: it. seating 115,000 shares. Whatever name, the product of which is now the report for 1898 that "the new argument advanced against com the reason, it is a most significant so, familiarly known throughout works at Hok Un were making pensation. The mover of the ort was, and is, the considered, view fact that a weakening in the ranks the industrial world of the Par good progress; the site was all kinal resolution has contributed of the Board that the company, is I may incidentally further state of the requisitionists has taken East,

levelled and ready for commex-nothing to enlighten us as to the committed under the presens that the views of your Board are place to the extent of a dwindling The works, conajsting of about ing foundations." The. works motives of the authors of the re-regime to an expensive forms of shared (subject to a reservation in their shareholding from 115,- 12 bottle kilns with the arc were completed a ler Grant are conspicuous by their absence. quate advantage technically or solution, who, curiously enough, administration offering, no adel com-000 to 88,000. In other words, grinding plant, etd. did not penilao produced In November of that So far as I am personally concern-commercially, and placing the as to the amount of such louged and he would not propose pensation) by a number of share their fighting strength has been the expectations of the promoter rear, and sales from Hok Unlod the argumenta contained in company in the control of two It as it would be a waste of time. holders amongst who are in impaired to the extent of 29.18%. The Company did not profpapier 2 Egan at the beginning of 1900.. their circular have made no im- distinct bodies, whilst retaining Following this, the chairaun gave cluded either the Requisitionists No factor: is more injurious in a On the 3rd January, 1891,

We read in the report for 1904 pression on me, excepting that for the Directors the entire onus a comprehensive review of the or supporters of the proposed combatant than the impairment of Messrs. Arnhold, Karborg & Co. aventa leading up to the proposal. change in administration, your his force.

were appointed the Generak Mang. that "the Increased·· consumption,tliey leave me more convinced than of- responsibility,--in which re The Chairman; Gentlemen,Board having been so informed at The second fact which I would gers, who raised $50,000 in De- especially in this Colony had kept ever that the case for and not gard I desire to emphasise that in This meeting has been convened an informal meeting held on the ask you to bear well in mind is bentures.

unshaken and incontrovertible. the opinion of the Board the dual under the terms of the Company's 14th of August, 1020, which was that emerging from the Chair- It is useful to quote a few ex- for the purpose of man's speech. It is this. Subse- tracts from the annual reporta of

A further extension of the fast- I therefore accond the chair-control of a company such as curs Articles of Association, Article convened

man's amendment. (Annlause). does not tend to secure. the best! No. 0 Sub-section 3, as the result affording an opportunity for an

quent to the date of the Requisi- the Company to show how its dim-ory was effected in 190b,

The chairman then put the results, either in the manufacture of a Requisition signed by 15 interchange of views this lion, the General Managers re-culties proved almost insurmount Notwithstanding large

addas amended resolution to the meeting or the marketing of the company's shareholders representing some subject.

ceived a letter from shareholders, able until the present firm of gen- tions to plant both factories kept and it was carried nem con product, and with regard to, the with interest in the Company to eral, managers succeeded to the at full pressure. This 116,000 aharen, nad notwithstand-

was the

foregoing position I would pointi ing the fact that since the receipt.

the extent of 92,000 shares, intimu- office.

gratifying statement appearing

| out that a close association be-j of the Requisition in question the

I may here mention What on ting that they desired to correct

in the Company's report for 1907.

tween the members of the Board, Interest of the Requisitionists the 27th of November last (aan impression, which had got

and what I may term the execu- has been reduced to 88,000 shares, week after the letter requisition abroad, that it was not intended

Financial Position.

tive personnel of the company, nevertheless such holding is withing this meeting was received) a to pay any compensation what

must, so long as human naturo în In the statutory number and go letter was addressed to Mesars. ever. That wrong impression has

Withdrawn. Because of Small what if is, bo a matter of con- conforms to the Article in ques- Shewan, Tomos & Co., as General now been corrected on behalf of

Support. Managers of the company, by the signatories of the letter in The secretary, having rend to shareholdera ropresenting 92,000 question, and, in their own words, you the resolution mentioned in shares (a majority of whom have "no organized opposition will he such Requisition, I will now call signed the Requisition) dealing offered to fair and reasonable upon one of the gentlemen who exclusively with an impression compensation being paid to Messrs.

and Co. in the 89. requisitioned the meating to pro- which they intimated had some Shewan, Tomes

that statement in a few lines dat pose the first of these resolutions, how got abroad to the effect that event of the termination of their

ing from the time when Mdsins. and to address the meeting in the signatories were averse to appointment as general mana-

upport thereof.

the principle of compensation. gers."

At the annual meeting held on Shewan, Tomes and Co. took over. Mr.

hold That impression was emphatical- Davidson: A 1

I would not attempt to disguise the 14th March, 1894, the sharo-the managmeent. proxies for the Requisitionists Ily corrected by the letter last re- my admiration of a gracious act of holdera were confronted with ex- will, with your permission, move ferred to, which, moreover, went gallantry which, at once, places tremely gloomy prospecta, for "we the first resolution on notice. As on to state that no organised in its true perspective the position had to face an almost · complete shareholders are fully rcquainted opposition would be made to fair of the general managers in re falling off in the demand and with the reasons that have been and reasonable compensation lation to the attitude of the major further decline in prices, which advanced for this resolution I being paid to Mesars, Shewan, body of the shareholders on the compelled us to practically close don't propose to make any further Tomes & Co. in the event of the principle of the labourer being the factory." Those were remarks but I will ask someone tormination, of their appointment worthy of his hire. At an early dark forebodings of 1894. to second it

as General Managers...

stage I took an active and a 'con- On the 1st December of that In the light of the views settinuing part in personal discussion year the prospectus was issued of forth in the letter just referred to, arising out of the issuance of the new Company, with the same. your Board, after due considera circulars on behalf of the Com-name, formed "for the purpose of tion, decided that the most equit-pany on the one hand, the general acquiring and taking over jas a go- The Chairman:---Gentlemen, able manner in which the ques- managers, and the requisitionists, ing concern the business and un- On behalf of the Board of tion of compensation could be respectively, on the other. I de dertaking carried on by, the old Directora and a large number of dealt with would be to furnish sire, therefore, to record my ad Company. The property consist- ahareholders in this company, I shareholders with the fullest and miration of the prompt and aned of the Cement Factory in Green now beg formally to propose the frankest Information on this sub-reserved correction of an errone Island, Macao. following as an amendment to the ject and to leave the issue on the ous impression which, if allowed

Messrs. Arnhold, Karberg & Co. resolution you have just heard question of compensation to be to persist, might not have been endeavoured to form the new Com proposed by Mr. Davidson and decided upon by shareholders in conducive to a free, frank and pany with 30,000 shares of $5 each.

general meeting.

to take over the assets and liabili- seconded by Mr. Bulmer Johnson: That the firm of Messrs.

ties of the old Company. Of these slinres 16,880 were to be allotted "Shewan, Tomes & Co., be

In view of this decision, it ap

The requisitionists having made to the shareholders. In the old "removed pursuant to Article "XI (8) of the Articles of ears unnecessary for me to stress their intentions clear, the way to Company and the balance 18,120 that should this amendment, be a satisfactory conclusion of our to be offered to the public. The "Association of this Company

public were unresponsive and this "from the office of General carril, your Board will, in the deliberation and

near future, take steps to review comparatively smooth. "Managers of the business of the whole question of compensa

cffort to provide now capital fail- ed. The Colony as a whole did "the Company but be paid as tion on the basin which I hava

Compensation Question.

not have the courage to put up a "compensation for auch just outlined to you, and will

The issue resolves itself into comparative pittance as an aggre- "moval any such sum as the then place the matter before the ons as to whether compensation gate of $65,000. Mr. Shewan, "Company in General Meet shareholders of the company in "Ing may hereafter decide!!"-

general meeting in thể terims of

or shall not be paid to singlehanded, pledged his firm tó In sponsoring the amendment this amendment. In these cir cers. Shewan, Tomas & Com- the extent of $90,000. before you. I will preface my re- cumstances it seems to me that the pany. To their credit ba it said Then it was that a nascent in- marks by stating that your Board amendment, as it stands, should be that the firm had and has no industry of so much potential value has already comprehensively set acceptable to the general body of tention of obstructing the wishes was threatened with total extinc Its views before you in a circular shareholders, inasmuch as it pro- of the shareholders to administer tion. Mesers, Arnhold Karberg letter addressed to shareholders vides for the removal of the Gen- the Affairs of the Company by and Co. signed the annual report under date the 15th November, eral Managers, and leaves the themselves, through a Board of for the last time in 1895, The, 1929, and it is therefore unneces- issue on the matter of compinsa- Directors. The only point in dif- report for the following year sary to travel over the same tion to be adjudicated upon by the ference is: Should the general are the signature of Messrs. ground again, but it appears to domestic forum. I would accord, me opportune to review brieflyingly request you, when the amend, the course of events leading up ment has been duly seconded to to the action taken by your record your vates in support thera Board in this matter."

tion.

Mr. Bulmer Johnson:-I beg to second it.

The Resolution.

Rumour Refuted.

оп

Amendment's Provisions.

friendly discussion of the moment ous issues which we are met here to-day to decide.

shall

discussion ia

pace with our enlarged facilities against compensation remains for production."

:

SECOND RESOLUTION.

siderable difficulty, since the, ad- ministrativa hosds must perforce!! feel that their affoglance to the General Managers is paramount,

It is recorded in the report for 1892 that "towards the close of that year rates became,so, unre- munerative that we were compell-

It appears to me unnecessary ed to reduce the production con- to retrace the history of the finin- siderably, the financial situation not allowing us to sell at a loss, or cial position of the Company. It

'The to allow the agglomeration. (that has been given in detail in the

chairman: Gentlemen, is the word used in the report) of statement, accompanying MoWe now come to the second re- heavy stocks." The value of sales Shewan, Tomes and Co.'s circular solution, which reads: In that year amounted to $100,317 November last. I will summarize ton Co., Ltd. of Victoris, in does not conduce to the attain- letter to shareholders of the 16th "That Mesara Gibb, Livings consequent nach state of affairs

the Colony of Hongkong, Be an font of that collaboration bo pointed the General Managers tween the Directorate, and the of the business of the Coronany Executive which is essential to with a Remuneration of $1,4 (Continued on Page 10.)

Prospects in 1894.

41

the

managers receive any compensa Bhawan and Co. the original firm tion, for stepping (aside from the name of Megsay. Shewan, Tomes and condget of the business of the Co, the present general managery; Company for which they have bean The firm was founded by responsible since 1895, and, Itsmo senior partner Mr. Robe

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