The Daily Times.
Liverpool, Merseyside, England, 1860-12-20 00:00:00

hardl3 a shareholder here now who was a shareholder
then,
Mr. DIXON said when it Waiehaimed front a- private
to a joint-stock bank it was stated td tt:le shareholders a
. part of its arrangethents was to reconcile people to the
inconvenience they might suppose they were liable to to
hay's their affairs exposed to the inspection of a large
body di' directors.. It was stated that that was done to
promote the Atelfat6' err 4 prOperity of the bank, and the
customers of the bank Ifere' &roil to uhderseand by
those resolutions, publicly stated did adoP,ted, "ton
need not fear that twelve gentlemen will ate your
accounts; you can come and bring your custom to tie
bank without hesitation; they will only be seen by as
limited a number as if it were a private bank."
That was part and parcel of the constitution of
the bank; and he declared it was incompetent in any
one to Vary from that rule, without its first having been
brought before and received the concurrence of the
shareholders .generatly. If they had done so, they
should haie been breaking g private compact with the
customers of the bank. ft bebanfe part erg parcel of
the avowed sister ri on' Whieh tfie• hart Was Managed,
and he declared re Was riot at all com'peten't for anyone
to go back no* a'n'd CoMplarti` that that eempact was not
violated ; for that was itYst *bat ova's relied Upon'noW to
fix liability upon the outside diteotors. ht sniase-
quent meeting it was stated by the directors flthe'sliate-
holders—" There is only one other point. The internal
management continues as before--the manager being
assisted by two directors who alone have access to the
accounts of the bank," and he saw upon referring to
wliat folldwed at that same meeting, the report having
been subirated the directors, it was unanimously
resolved, on the Moderesolved, of gr.Thanclier seconded by
Mr. Jones, that it be adopted; at' "on the motion of
Mr. John Moore, jun.,"—he believed that Was the
gentleman now called John Bramley-Moore---z
Mr. J. BRAMLEY-MOORE—The same. sir.

Mr. DmoN—" On the motion of Mr. John Moore,
jun., seconded by Mr. Brown, that the cordial thanks
of the company be given to Mr. Rotheram and Mr.
Dixon, the managing directors, and Mr. Jardine, the
manager."
Mr. J. BRAMLEY..MOORE--What is the date of that ?

Mr. Tsui-1838. So it appeared that Mr. Bram-
ley-Moore himself had assisted at, and approved of, that
very system- of the tesnlts of which he now complained ;
and he Waded' tliere' Was arrother gentleman who was
present at t'h'e Mbetibg, 1 r. Bristow himself.
Mr. Brasurtf---,Pethaps• yoti' Wilk Wit mie whether I
was present or not.
Mr. Dixorr—You told me sortie tinle ego, yot were
aware of the rule.
Mr. BRAMLEY-MOORE—That was a vote of thatits to
the managers and directors. It had nothing to do with
the rule, any more than the man in the moon.
Mr. BRISTOW-Pcrh4s you will do me the favour to
contradict the statement that I was present. I never
was present at a single meeting of the bank prior to
the stoppage.
Mr. DIXON acknowledged he was mistaken. Now, it
appeared the outside directors had been severely repre-
hended, Were considered culpable, and an attempt had
been made to' render them legally responsible for not
having known the true condition of the bank. No one
had been more' forward than Mr. Peramley-Moore in
expressing that opinion, and here he was concerned in
adoptinc, and lay/rig down' this very rule the results of
which he now opposed.
Mr. BRAMLEY-MOORE-4 Contradict that distinctly.
What in the name of fortune has that to d'o with the
point you are talking about?
Mr. Dixorr—lt shows you were there. You head
that rule was adopted, and approved of it.
Mr. BRAMLEY-MOORE—That rule was passed in July,
1837, and you are talking of 1838. Let us keep to the
point ?
Mr. Dixorr—l am speaking to the point : perhaps too
much so.

After some further question,
Mr. Driox reiterated his statement. There was, he
said, a distich—
Shame, Shame on him whose cruel striking
Kills for faults of his own liking.
But, he should like to know whether some more severe
condemnation ought not to be dealt on the gentleman
who condemned for faults not merely of his own liking,
but his own institution. Indeed, in consequence of that
rule, the outside directors, as respectable and honourable
men, could not, and dared not, violate the compact made
with the customers of the bank, by looking into the
affairs of the bank, and examining for themselves whether
the statements or opinions laid before them by the
managing directors were correct or not. There was
another point which Mr. Moore stated,—that the general
board of directors knew the real state of the accounts of
some forty persons, who were alluded to in the lump as
being debtors to the bank for very large sums.
Mr. J. B. Moons—That was laid on the table. If
they did not see it, it was their own fault.
Mr. DIXON denied that any such statement was ever
laid on the table. He said it was utterly untrue. What
was laid on the table was nothing but a general 'sum-
mary of the total indebtedness of the debtors of the
bank to it. Names were not given—sums were not
given—so far from it that, not being satisfied himself,
he proposed that the information which was given in
the gross should be somewhat more given in detail.
Mr. BLYTHE—The 44th clause of the Deed of Set-
tlement requires that an explicit statement should be
submitted.

Mr. DixoN—But here is a rule passed in modifica-
tion of the Deed of Settlement.
Mr. POORE—That is breach of trust.
Mr. DIXON—It was done, then, by the shareholders
themselves. _

Mr. Poor—lf the directors allowed a clause of the
deed to be violated, it was a violation of the deed at
once. It was before my time.
Mr. DixoN—And it was before my time.
Mr. BLYTHE—Why did they put it forward in their
deed of settlement which was published subsequently ?*
Mr. DIXON, continuing his address, said there was not
one gentleman in that room, nor one gentleman in the
body of shareholders, more anxious than he had been
that the fullest light should be thrown upon all the acts
of the directors. It was known that he had urged it in
every possible shape and way; and he did so because he
believed it for the public benefit that this should be done.
He thought when an investigation came to be made
in a fair spirit of appreciation of right and wrong, it
would be found that there had been incompetency, that
there had been incapacity to an enormous extent, and
that the disasters which had befallen the shareholders of
the Borough Bank had been produced by the very
system which had been adopted with Mr. Bramley-
Moore's sanction. It was owing to that that the ruin
of the Borough Bank had occurred.
lir. POORE—Had not the, inside directors a list from
which they could see every name ?

Mr. DixoN—Yes.
Mr. BLYTHE—Perhaps you can tell us what species
of knowledge you had as an outside director of the bank,
because it seems you knew so little that no sensible man
would consent to remain in such a position.
Mr. Dixox—l was not there to receive any emolu-
ment. Mr. Bramley-Moore has stated that the directors
received a salary. The outside directors received no
salary—they never received sixpence.
Mr. PooRE—I have been at a meeting where a certain
amount of money was voted.
Mr. Dmorr—lt was given entirely to the managing
directors.
Mr. BLYTHE—What description of accounts were laid
before you ?
Mr. DIXON had stated at the previous meeting that
the outside directors virtually had no knowledge what-
ever—that their office was a nominal one. Atter some
further remarks, Mr. Dixon continued to say there was
another statement made by Mr. Bramley-Moore upon
which it was not unnatural that he should feel sensitive.
He had stated that the Lords Justices, in the motion for
a new trial in a case in which he was the defendant,
stated that it was a case which might have been sued
criminally. Now, he had never heard of such a thing,
although he was present at the time and had read the
report. There was nothing in the opinions of the four
judges which could warrant such a statement, which he
denounced as unfairt. unjust, and unhandsome. . .

• .
Mr. J. BRAMLEY-MOORE held in hand a copy of the
speech of the Lord Chief Justice, who said If it was
the intention of the directors to publish what they be-
lieved to be untrue, for the purpose of inducing persons
to buy shares in the bank, they were doing that which
was wrong, and might have been indicted for con-
spiracy—though they might have believed at the time
that by a successful career the bank might be solvent ;
but publishing an untrue statement to induce persons to
make purchase of shares, and running the risk of the
bank becoming bankrupt, that was what the law would
not allow, and those who did it were subject to civil and
criminal proceedings."
Mr. Drxort—Now, what does that amount to ?
Mr. BRAMLEY-MOORE-It amounts to this : the law
said it.
Mr. Dixorr—lt merely said "if"—if they conspired
to do so. None of the judges said it had been proved,
Dr that the alternative was open for what had been
proved. The Lord Chief Justice put a hypothetical
case ; and he (Mr. Dixon) might with some propriety
say that if Mr. Bramley-Moore were .taken putting his
hand into a man's pocket lie would be sent to bridewell,
and so he would. (A laugh.)
Mr. J. BRAMLEY-1100RE quoted further the remarks
of Mr. Justice Wightman, that "the defendant had
brought this upon himself by concurring in what he
knew to be:false."
Mr. DIxoN must say, as he had already said, that
when he withdrew his opposition to the report that was
finally adopted, he did not intend any unfair statement.
That statement had not produced any false impression
as to the position of the bank or the value of its shares,
so far as he was aware of it. He did not mean to say
that he approved of the language in which that report
was couched—as he thought the language was that of
admission rather than open avowal. It was clear that
no mystification or false impression as to the shares did
arise ; and he said it was unfair and unhandsome to a
il
gentleman who had done so much for the advan-
tage of the bank, to taunt him about what had
occurred. Now there was a distinction between
right and wrong, fair and unfair ; there was a favourable
construction due to those who were placed in circum-
stances of difficElty. He was in circumstances of diffi-
culty, and he wanted to know what better he could have
done. He stated for himself and for the other outside
directors, that for anything. that appeared at the board
for three years, they were just as ignorant of the true
state of the bank as any of the shareholders ; and upon
that resolution they had not the chalice of knowing
more. Therefore, to hold out a hope that by any legal
proceedings money could be recovered from the outside
directors, was holding out only an illusory expectation.
Mr. Dixon concluded by stating that there was not a
managing director who had not lost all his fortune—
and more, a great deal more, than most of the share-
holders had done. If they had net capacity to take
care of their own property involved in the bank, was
it reasonablelwas it consistent with what we knew of
human nature, to expect they could be more careful of
the fortunes and interests of the shareholders. He
himself was a large sufferer, and, on an investment of
very recent data, probably larger than all, except three
or four individuals. He blamed the presumption and
incapacity of the gentlemen who had the management
of the bank, but he had nothing more to say. He had
never yet seen anything which told him that those gen-
tlemen were aware of the rottenness and indebtedness
which was under their care. (Applause.)
Mr. WILLIAM TIPPING regretted that from senti-
ments of honour Mr. Dixon should have allowed his
own individuality to be intruded as a shield for the
other directors, for if there was one whom Mr. Bramley-
Moore would have exempted from censure it was Mr.
Dixon, who had been both the sacrificing priest and
victim. He admired his chivalry, but by comm i
.. for-
ward as he had done he placed them in an awkward
position. He was the one person not attacked, and,