The-Hong-Kong-Weekly-Press-1896-06-24 — Page 8

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THE HONGKONG WEEKLY PRESS AND

HONGKONG AND WHAMPOA DOCK

COMPANY, LIMITED. ·

The SECRETARY read the notice conversing the meeting.

[June 24, 1896.

tion. I am told that when the present articles Mr. REECE-I do not find anything at all in of association came into force about 1869, I the articles about a postponement of a meeting. believe the work of the directors was very There may be something about an adjournment; small compared with, what it is now, and there if the meeting is held it may be adjourned. I can be no doubt that they have laboured very do not think the articles of association pro- much and, I think, not unhappily for the inte vide for a postponement; but I think there can rests of shareholders-(applause) as the work be no doubt, and Mr. Deacon will bear me out, has been multiplied very considerably. In illus- that the meeting convened for the 25th Fe tration of this I find on looking through thebruary was by notice of the 17th February and

for the twelve months ending June, 1869, were accounts that the gross earnings of the Company no other notice, but I do not lay much stress upon that. I do lay stress upon this, that rather under $300,000, and that has been going it did not specify the objects and business on and multiplying and increasing until the gross of the meeting so as to include a proposal total for last year ending December was close for an increase in the directors' fees. It was on $2,350,000. (Applause.) Personally I for one the ordinary notice for an ordinary meeting would not be so niggardly disposed as to oppose and for the ordinary business of receiving the an increased remuneration for the increased report of the directors and the statement of work and increased responsibility implied by accounts for 1895. The report and accounts were in the usual form and it is perfectly clear that the only business that could be properly transacted at that meeting was the adoption of the report of the directors and the passing of the statement of accounts. That was done and something else. What was done was this. A surprise vote was passed that, the directors' fees should be increased. Now that so-called resolution, which was moved by Mr. Stokes and seconded by Mr. Mody, was in the following terms-"That the fees of the directors be increased from $1,000 to $2,000 each per annum, and that the sum of 83.500 be hereby voted to the Board as an addition to their fees for the past half year, that the directors be hereby requested to take steps for the altering of the articles of associa tion to put into effect the first part of the resolution." Now I have not the slightest hesita- tion in saying-I have considered the matter carefully that that so-called resolution was ultra vires the, Company. The shareholders had no power whatever to pass such a resolution at that time and in that manner. The articles- of association are perfectly clear. Article 69 says "The directors may, with the sanction of the shareholders, in each year, set aside sum not exceeding one thousand dollars each, as remuneration for the directors, to be divided amongst them in such manner as the board shall determine."

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On the 22nd June an extraordinary general meeting of the shareholders of the Hongkong and Whampoa Dock Company, Limited, was held at the offices, 14, Praya Central. Mr. J. Kramer presided, and there were also present- Hon. J. J. Bell-Irving, Messrs. St. C. Michael- sen, J. H. Lewis. N. A. Siebs, J. S. Van Buren, G. B. Dodwell (Directors), D. Gillies (General Manager), T. I. Rose (Secretary), V. II. Dea- con (Solicitor), Hon. C. P. Chater; Messrs. T. Arnold, Hart Buck, W. J. Gresson. C. L. Gor- ham, F. Henderson, H. W. Hogg. J. J. Leiria, R. Mitchell, W. Parfitt, J. F. Reece. W. J. Saunders, C. S. Sharp, F. Dodwell, F. Maitland, D. Warres Smith, Gershom Stewart, and H..these figures, especially if the Company goes Wicking.

on producing accounts in any degree as good as we have seen in times gone past. I have there- fore much pleasure in seconding the resolution. The CHAIRMAN-Gentlemen, at our ordinary

Mr. J. F. REECE Mr. Chairman and Di- half yearly meeting in August, 1895, we in-rectors and shareholders of this Company, I formed you that certain changes in the person will not say anything about the first part of nel of our staff seemed desirable and I have plea- this resolution, that, is to say, in respect sure in informing you that these changes have

to the appointment of Chief Manager, except proved to work satisfactorily. We have, how that I am under the impression-I may be ever, found it necessary to make certain slight right or I may be wrong that Mr. Gillies is technical alterations in our articles of associa the Chief Manager appointed, and if so we tion, and as an extraordinary general meeting heartily concur in his appointment. (Applause.) had to be convened to give effect to the resolution

We cannot possibly have a better manager than of the shareholders at the half yearly meeting Mr. Gillies. (Applause.). But, gentlemen, the held in February last. respecting the increase second part of the resolution, that respecting to the fees of the directors, we have taken the the directors' fees, is one, I think, which re- opportunity of bringing forward the various gaires some consideration. All of us share- matters at one time, and I have now to propose holders have the greatest possible.confidence in the following resolution :—

our directors. They are, without exception I should say, one of the best bodies of business men that can be collected, in this colony, and they have mest certainly conducted the affairs of this Company, for the past two or three years. at any rate, in a most excellent manner; and, gentlemen, I am quite of opinion that the directors should have adequate remuneration, but I do not think that is quite the point now. The point is whether they have gone the right way about it. There is a right way and also a wrong way of doing a thing, and in this particular instance I think they have gone about it in the wrong way. They convened the ordinary yearly meet- ing of the Company by a notice dated 17th February; that meeting was convened for the 23rd February.

That the Articles of Association be altered in manner following:-

(a) Paragraph 10 of Article 2, which now reads as follows:-- Auditors Secretary "and Manager mean those respective Officers from time to time of the "Company" and the marginal note of the same paragraph shall be cancelled, and in lieu thereof the following marginal note and paragraph shall be inserted that is to say "Chief Manager

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Secretary

"and Auditors"

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Chief Manager | Secretary, and Anditors respec- tively mean the persons for the time being per- forming the duties

The CHAIRMAN-3rd February; it was con- of these respec-vened on the 3rd February. tire officers."

(b) In article 69 the words " One thousand dollars shall be eliminated and there shall be substituted therefor the words

two thousand dollars."

(c) In article 70 the words "Chief Manager" shall be substituted for the word "Manager."

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(4) In article 72 and in the marginal note thereof the word "Manager" where it occurs shall be eliminated and the words Chief Manager" shall be sub- stituted therefor. (e) At the end of articles 83 and 87 there shall be added the words "or Chief Manager."

Mr. REECE-I may be mistaken.

The CHAIRMAN-You are-3rd February for the 24th.

Mr. REECE That may be sa; yes, sir, if you will allow me.

Mr. G. B. DODWELL-4th February. Mr. REECE-On the 4th February, I think, if Mr. Dodwell will allow me to say, that the notice which appeared in the papers dated 4th February gave notice of the ordinary yearly meeting of the shareholders to be held on Monday, the 24th February, at noon. That meeting was never held.

February.

The CHAIRMAN-That was by a mistake That meeting had only been postponed owing to the absence of the Chairman.

Mr. REECE I only wish to state-

The CHAIRMAN--The meeting was post- posed for one or two days, simply owing to the absence of the Chairman..

Mr. RECE-Very likely.

The CHAIRMAN-He said he would like to take part in the meeting, which he did.

]

The CHAIRMAN-The adjourned one was. Mr. REECE-The meeting was held on the 25th, but was adjourned and the notice for the Mr. SHARP-Sir, I beg to second the resolu-meeting on the 25th February was dated 17th tion which you have just read. I think that in regard to the appointment of the Chief Manager-as that seems to be the outcome of your recent experience in the management of the Company and that this appointment seems to have been found desirable for the better welfare of the Company--shareholders will be found to readily agree to this proposal. With regard to the matter of directors' fees, it is now some considerable time since this matter was first mooted and there has been ample opportunity in the interval that has passed to consider the matter in all its bearings. We have no doubt thrashed the matter out in the course of conversation and we have had the benefit of seeing the various letters which have appeared in the public prints. Personally I do not think it is such a dreadful proposal as some of the writers would have us believe. Considering the time that the direc-days' notice. tors have devoted to the business of the Com The CHAIRMAN-That was not so. The pany and the interest they have taken in it I subsequent meeting was simply postponed do not think that the proposed increase is in from the 24th to the 25th. It was simply a any way preposterous in the way of remunera postponement.

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Mr. REECE-That is not a point on which I lay very much stress. It is no doubt technical objection, but I think it is a good objection The meeting was not convened until the 17th February, the notice was not published until the 17th February, and our articles of association say that ten days' notice shall be given, and that notice was only a seven

and

Mr. SHARP-I rise to a point of order. We ure not called here to discuss what took place at a previous meeting; we are called to discuss the business of this meeting.

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Mr. REFC--I submit I am in order, for this reason. It seems to me that the proposed alteration in the articles of association with respect to the increase in the directors' fees is of consequence, and I think you yourself said so in your speech; it is of consequence to the so-called resolution passed at the yearly meeting.

The CHAIRMAN-It was no resolution; it was an expression of opinion. It was the desire of the shareholders to increase the directors' fees from $1,000 to $2,000. The proposal was made at that meeting and we are assembled here to alter the articles of asso- ciation.

Mr. REECE Then I may take it it is ad- mitted by the directors that it was not a re- solution.

: Mr. DEACON-It was not intended to be.

Mr. REECE-It only amounted, as the Chair- man said, to an expression of opinion, that it would be advisable and expedient in the interest of the Company to raise the directors' fees.

The CHAIRMAN-This meeting is called to carry out that expression of opinion.

Mr. REECE-Yes, there was in that so-called resolution a clause to the effect that the direc- tors should pay to themselves, the sum of three. thousand

The CHAIRMAN-Excuse me, we have nothing to do with that vote to-day; the question is not before us.

Mr. REECE-Mr. Chairman, I think it is very important in this way, that if the directors, as "I say, have erroneously paid to themselves a remuneration at double the rate which they have contracted to accept by these articles of association, then they should refund all they have been paid.

The CHAIRMAN-This question is not before the meeting.

Mr. REECE-I submit it is.

The CHAIRMAN Mr. Reece, it is not. This question can be brought forward at the next half yearly meeting in August— 。°. Mr. REECE Mr. Chairman-