240
shareholders did not waver, as was shown by the following stat ment of the managing director and autocrat :-
"Mr. Whitaker Wright, in seconding the motion, stated that the directors had received proxies for nearly 1,000,000 shares in the com- pany (cheers); proxies lodged in opposition amounted to 26,394 shares; and proxies repre- senting 4,987 shares had come in too late. That showed the view of the shareholders."
The worth of this boasted confidence may be judged by the fact that the company is now in course of liquidation under an order of the Court.
But the proxy-system does more than enable directors to carry ont schemes that are at variance with the interests of proprietors; it also makes the board au invulnerable oligarchy. In a case which I have in mind (being a share. holder), the chairman triumphantly specified the great number of proxies in their bands which they had used for the re-election of a director whose place had, in the ordinary routine, been vacated. What corollary is to he drawn? Spite of opposition, the board as a whole may, by the use of proxies sent to its members, insure the re-election of any one of their number who is about to retire.
Ur other-
wise the chairman, in whose favour the great
!
!
THE HONGKONG WEEKLY PRESS AND
Hongkong & Whampoa Dock Co., Limited,
Hongkong, 23rd Septen ber, 1902.
in
Dear Sir, I beg to inform you that your letter, dated 18th instant, iu further reference to the matter dealt with in yours of 29th ultime, received consideration
at yesterday's Board meeting, and I am instructed to advise you reply that the Directors have nothing to add to what was conveyed to you in my letter of th instant-Yours faithfully,
GEO. A. CALDWELL,
Acting Secretary.
H. M. S. H. Esmail, Esq.
[September 27, 1902.
PROFIT AND LOSS ACCOUNT. For the year ended 30th June, 1912. To dividend paid for year ending 24th
June, 1901
To amount written off for depreciation
for year ending 30th June, tv] To exchange account.
To anditors' fees
To remuneration to general manages
for office expenses, for 12 months To remuneration to consulting committee
for 12 months
To balance
10,000,00
41.087.78 1.377 54 600.00
10,000.00
2,000.00 102,036.06
$218,001.38
!
By balance of profit and loss neccunt,
30th June, 1901
S 101,087.78
C.
1,825.79
6.559.00
1.388.09
565.96
106,574.76
DOUGLAS STEAMSHIP CO., LD. By profit on coal at Hongkong $1,05).43
The following is the re, ort for presentatiou to the shrel olders at the nineteenth ordinary general meeting, to beheld at the offices of the Company, on the 27th itst., at noon :--
The general managers have now to submit to the shareholders their report on the nineteenth rear's working of the Company, erded 30th June, 1902.
By profit on eral at Amoy
766.36
interest on mortages account ly general interest acer unt By bonuses received ky profit on nnning the company's
steamers during the year
$ 18,001.38
UNION INSURANCE SOCIETY OF CANTON, LD.
The following are the accounts of the above
mass of the proxies are made out, is enabled, of the shareholders, it is proposed to appropriate Company, the report of which we have already
wten
member of the board becomes dis any agreeably recalcitrant-a "guinea-pig" who un- expectedly proves to have a will of his own-to use his proxies in favour of some new candidate whom he has picked out. Thus the represen tative government of a company is reduced to a farce. The board becomes first an oligarchy and then an autocracy.
-Yours, e' c..
REFORM.
HONGKONG AND WHAMPOA
DOCK CO.,
LD.
The following correspondence has been sent to us with a request for publication:-
Hongkong, 18th September. Dear Sir,-With respect to your reply to me dated the 8th inst. regarding the omission of some points from the official minutes to which I ventured to call the attention of the directors, I regret that I cannet (and I speak in the name of a number of shareholders) take the same view of the matter as they do.
After paying li upning expences, premia of insurance, remuneration to the consulting committee and auditors' fees, there remains a net profit of $102,936.06, and with the consent
this amount as follows:
To pay a
dividend of 6 per cent. on
published: the capital of the Conaty, which will absorb $60,000 CO and to write of 842 W76,06 from the book value of the Company's fieity on the 30th June last.
In view of the low rates of freight ruling on the coast gener lly, and keen competition, com- bined with the continued high price of coal, the general managers and cousulting committeetrust that the result will be considered satisfactory.
The steamers of the Company have been maint- ained in the usual state of thorough efficiency.
The amount appearing as freights due and accounts receivable on 30th June have since been collected.
CONSULTING COMMITTEE.
Since the last general meeting the Hon. J. J. Bell-Irving has resigned his seat, Hon. C. W. Dickson being invited to fill the vacancy on the board. The committee now consists of the Hon. R. Shewan, the HD. C. S. Sharp, the Hon. C. W. Dickson and Mr. C. H. Thompson, who all retire in terms of the articles of associati n, but being eligible, offer themselves for re-election.
AUDITORS.
The accounts for the six months ended 31st December, 1901, weis audited by Messis. W. H. Gaskell and W. H. Polts and for the final six
The question whether the points cmitted are important cr Lot does not arise at all. The principle involved is whether the proceedings at a public meeting of shareholders should or should not be embodied in extenso in the official | minutes. In the present instance what is con- sidered a most important section of the Chair-months ended 30th-June, 1902, by Messrs. W. man's speech is entirely missing, which section was heard, as I pointed out in my former communica i n to you, by the majority of those present at the meeting.
Inasmuch as shareholders abroad must, of necessity, be entirely guided by the official minutes, it will re dily be admitted that the least omission therefrom, even thongh it may appear naimportant to some, may very well influence these shareholders in their decision upon the question at issue. On the other hand, were the proceedings recorded in full in the official minu'es, it would leave no door open for a possible misconstruction, so that when the final decision is arrived at, the question as to whether shareholders abroad have or have not decided on the real merits of the case, because they were not in full possession of all that transpired, cannot arise at all, and thus remove any doubt from the minds of the general body of shareholders that they have not been fairly dealt with. The Directors may consider
the the excised portions of report
the shareholders до importance, but there join issue with them, and consider the omissions as essential to the accuracy of the report.
I may
further I doubt
say the wisdom of the decision arrived at, seeing that it is virtually admitted that It appears the omission has been made. to me that the Board in permitting these emissions to pass are undoubtedly assuming a great responsibility, as the rules and regulations of the Co. call for a full and accurate record of the proceedings.-Yours faithfully,
of
H. M. S. H ESMAIL.
The ACTING SECRETARY,
Hongkong and Whampoa Dock Co., Ld.
as
H. Potts and A. R. Lowe. Mr. W. Gaskell having left for England. Messrs. Potts and Lowe now retire, but are recommended for re-election.
DOUGLAS LAPRAIK & Co., Generel Managers.
The accounts are as follows:-
BALANCE-SHEET,
For the year ended 30th June, 1902,
Capital account :
LIABILITIES.
20,000 shares at 850 Reserve fund..
2
Underwriting account of the Company Sundry ccounts payable Unpaid dividends" Unpaid bonus
Profit and loss account
ASSETS.
Value of the Co.'s steamers : --Haitan, Haiching, Hai- noun, Hailovny, Farmora, and Thules, after writing off $34,203.16, as resolved at last general meeting Value of buoys and moorings at Swatow, Amoy. Tamsui and Hongkong. ste.m launch and wharf at Hong- kong, after writing off $6,8:4.62. as resolved at last general meeting
1,20,000.00
54.171.22
1.000.000.00
173.899.07 71,815 68 48.632.96
057.00
1: 8.00 102,936.66
$1.398,378.77
Loans on mortgage Hongkong & Shai Banking Corporation Freights due on 30th June, 1902 Sundry accounts, receivable from agen- ~ ries, &c
•
Cash in band
i
WORKING ACCOUNT, 1901. On 36th June, 1902.
Dr. To working account, balance on 30th
June, 191
To net premium from 1st July to 31st
December. 1901 To interest ...
('r.
By agency commissions
by head office, branches & agency charges y remuneration for half-y ar ending 31st December, 1901, to directors, com mittees and auditors
By losses and claims paid. By exchange
By bois on contributions account 1901, declared 18th April, 19. 21 20 per cent. By bolance...
Dr.
C
.365,189.94
1.547,279.41 139,396 99
$3,071,866.34 ३ C. 69,407.72 182,666.59
14,724,69 1,655,114.56 2,724.56
330,934.27 816,293.95
$3,071,866.34
$ C.
2,563,402.78
WORKING ACCOUNT, 1962. 30th June, 1902.
To net premium from 1st January to 30th
June, 1902 To interest.
Cr.
91,485.94
$2,654,888.72
$ C. 62,615.58
By agency commissions By head office, branches & agency charges 213,717,99
By remuneration for half-year ending 36th June, 902. to directors, committees and auditors
Py losses and claims paid
By exchange
by balance.
Dr.
BALANCE-SHEET.
On the 0th June, 1902.
To capital 10.000 shares of $250 each ---- $2,500,000 upon which $50 per share cailed and paid up
To reserve fund
To unclaimed bonus and dividend
To exchange £uctuation account
16,443.08 688,429,32
1,248.97 1,672,433-78
$2,654,888.72
To investment fluctuation account being
the increase in market value of securities
To working account, 1901, balance
e.
To working account) 1902, balance
To reinsurance fund
To underwriting suspense account To sundry creditors
Ur.
By cash on current account with the Hongkong and Shanghai Banking Corporation
$ e.
500,000.00 1,500,000,00
28,426.89 935,828.61
116,980.17
816,203.95
1,672,433.78
671,715.30
338,331.22
155.603.40
$6,735,613.32
X C.
88,050.20
505,000,00
2,050,160.61
£74,000 0 0,
162,195 0 7
8,385 0 0
By cash on deposit with banks in Hong.
kung and Singapore
By cash invested in mortgages, debentures
1.d other securities in Hongkong and Shanghai
By amount invested in Iondon, viz. :
Deposited in banks
1.072.174.22 154,500.00 43.268 56 53,516.92
72.039.70 879.37
Invested in rupee paper
$1,398,378.77.
Market value at date
Invested in sterling securi-
ties
2.934,900.33
£244,580 @ 7: 2,934,960.35
A
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