The Express.
London, England, 1849-12-24 00:00:00

- -Thaars. I.IIICOTT mid he homed Mr. Kaye would pea
wed, sad Mate everythiag fatly; there was so neeesthy for
waseelasst. (Cries of "Ge ea, go on.")
Mr. KATE said be would mot have mitered upon this
set asesent bad It set bees toe the speech which the chair-
men had made, sad the report pat tooth by the directors.
Admiral WARD thseght it to o cc with this
theenesion, se a theamlthee Was le he
Mr. LATH add mew had itheriaphsd the media, the
report, or the shakoes, when be was soaking his lent
rZeHe would ask their why thaw who oppomd the
should not he allowed to premed ?
uproar.) He maintained that the mod* el
bed bus mat' tignardisary. For usaiple, he lead •
Mr. Chadwick's wawa% had been suiered from the
ledger to the day book. That was quite en unreal way el
newest* bulasee. The bon. sesames them premeded
is read a OW of the cheeks by whisk theerademasen had hoes
paid, they bevies bees made Wiseman of the
nsolutise bowleg date Nov. 18 1846 :—" Ressikvileir&
any holds; of stock wishing fora but of the same be
lent on the enmity of the dwdt of this eampaay's Maki
the rate of laterals to be waled by OW lithala sommitlithr
Finales that these sump had been advasookle made some
ismairies of the treasurer, to ascertain whether the pude.
remising the 'Awesome had taken their divides& whik they
were in debt to the company, and to avoid mistake, be
would lay the questions aid answers before' the meeting.
" Were not Kean. Henderson and Co ;daring the time
that those large sums were owing allowed to receive, and
did they sot mein their divideade I—Yes.
" Iteleaing to bosh marked dividend waned. &scathed
for calls due under the head, dividend due for half-year
ending Dee. 1847, I see scarcely any dividend. were de-
Pined. How is this I—There were very few detained, sad
no record was kept of them.
" The ponies received then flees I—Yes ; that is the fact
" Although in anew I—Yes.
" When were the optional calls first allowed 1--dept.,
1848.
" How away shares were allotted to Mr. Chadwisk
(scrip, 1847)1—Fifty.
" How comes it that Mr. Chadwick, with only 60 snip
tenths allotted bins, has had advanced so large a sum in all as
22,0001. cat I—Beesuse he deposited certificates, mete
tenths (2,900 or 290 consolidated tally paid of 501. each) in
respect of his first instance, 2.000 scrip thirds, in respect 61.
paid fee his 7,5001. advance, and 1,000 thirds (sertilhates ad)
lee hie last advance.
" An tarn snips still in your polemics I—No ; they we
sew
"lt =lnd in Mr. Chadwick's same I—Yes; bat the
nallissass w is the company's boa. This we the as
Molt all lie albs, panics' snip.
" Who INNS eilleilla, T. 8., and others, to whoa' 2,0001.
GPIS &dames! t—Mesers. Simmon, Chadwick, and Whiting,
libeeion of the Windsor, titans., and Richmond Railway.
" What the security taken I—Their joint note of hand, end
asalliag else that 1 know of."
I. would sot go ioto the number of shares allotted to the
theism directors, but would all their attention to Mr.
Chaplin's account for calls. (Hear.) It appeared that in
November, 1847, the &moan dos train that gentleman was
37,102.. 88. 7d. ; end en the 31st December, 1848, the sum
was 31,0621 le. Id.
Mr. CHAPLIN—You have taken no notice of my paying
50,0001. at the time, and that all the balance was paid off.
(" Hear," and ebeen.)
A PROPRIETOR said it was quite evident that this
investigation could lead to no good result. They must have
a committee on behalf of the airways and the proprietors to
leak into these things.
Mr. RATH maintained that he had a perfect right to go
on with this disouagon' and again alluded to the dividends
that had been paid to thew who were in debt to the com-

"'ere some rather personal conversation arose, in conse-
quence of the Chairman complaining that Mr. Kaye did not
read the whole of the names that were in debt to the cam
play at the time mentioned, and that gentleman having
explained that he had not takes a full list, but only the
names of the directors and ace other gentleman, Mr. Chad-
wick, whose name had been brought before the House of
Lords.
Mr. BAKER said he would supply the deficiency. The
bon. gentleman was about to read the names, with the
amounts set against them, when there were loud cries of
Names only." The hon. gentleman having admitted that
every facility had been given kim in the examination et the
accounts and doeumeots of the company. proceeded to read
the following names :—Mr. Alexander Beattie, Mr. Bircham,
The Chisholm, Sir John Eastbope, Mr. Joseph Locke—
(Cheers and laughter, in which the hoc. gentleman joined),
Mr. Simpson, Mr. W. Tite—(Loud laughter, the hon.
gentleman stating that be had been a loser of 6,0001. by the
shares of the company), Mr. Ashley, and Mr. Ccombie.
Mr. KAYE said all these details would not have been
gone into, had it not been for the report which the directors
thought fit to lay before them that day. (Hear, hear.) It
was right that they should hear both sides of the case; and
he would state that any resolutions to form a committee
must be of a most starching, ample character to give them
satisfaction, and wholly uncontrolled by the directors. At a
meetiop at Manchester—
A PROPRIETOR: How many persons formed the meet-
ing you allude to ? (Cries of sixteen, and laughter)? Was it
to be supposed that sixteen individuals were to dictate to
four thousand ? (Much uproar, and cries of " No, no.")
Mr. KAYE said he did not regard the numbers; it was
the arguments which justified priendings. He should cer-
tainly move the following amendment, as emanating from
the shareholders, whom he No the honour to represent, it
having been agreed to at Manchester:—
" That any investigation to b: satisfactory to the share-
holders at large as calculated to re establish confidence in the
board of direction must be full, searching and impartial,
embracing all the affairs of the company and management
and proceedings of the directors, and must be conducted by
shareholders of known and acknowledged character and
station, wholly unconnected with and uninfluenced by the
directors, and that the clinician ought to pledge themselves
to give in person such information ss may be required of
them, as well as to produce and show without any reserve all
books and accounts under their care or control."
The CHAIRMAN wished to make a few observations In
reply to Mr. Kaye. Every facility had been given to that
gentleman at the eampany's office for making inquiries into
their affairs. (Hear, hear.) He wee net at the meeting
at Maneherer, but he was assured that that gentles en,
in
reading` his financial statement relative to the ells due by
him (Mr. Chaplin), had omitted all mention of the fact that
he had paid 60,0001. at one time in reduction of his &treats.
(Haar, bamr,)_
Mr. KAYE —I inure you I did mention it.
The CHAIRMAN had been informed to the contrary.
Now he would mention what he knew to be a fact. When
Mr. Kaye found that he had paid in 60,0001. through Meters.
Williams, the bankers, at one time, he requested the treasu-
rer of the company to inquire of Mears. Williams in what
manner it was paid. (Hear, hear.) That =adman pro-
perly acquainted him (Mr. Chaplin) with the rsquest, and
he referred it to the board, who happened to be sitting, and
who decided that the treasurer should not setae the inquiry.
However, that it might not be supposed that he wished to
utcluivr, he gave Mr. Kaye i Icltei to Wes Waken,
etwhich ttie kalowing wee • copy :
" London and South Western Railway, Secretary's
Office, York-rood, Dee. 1,1849.
"My dear Sir,--On the 11th day of February, 1848, I
paid 50.0001. into your bank to the medic of this company,
sad an the Ist of February, 1849, I paid a further sum of
27,0741.25. 2d. Mr. Kaye, one of the shareholder', not
being satisfied that these amounts were so paid, or wisbing
further particulars as to the manner in which I paid them. I
have to request that you will be good enough to furnish
them witb:such particulars he desires, and especially the
form is which the payments were made to you.
" I am, my dear sir, yours faithfully,
" Messrs. Williams and Co " " W. F. CHAPLIN.
On the receipt of this letter, Mr. Kaye went to the
bankers, and was informed that the money was paid in on
the day
.named, 40,0001. in notes, and 10,0001. by a ehi quo.
On hearing this Mr. Kaye inquired who signed the cheque,
and was referred to the bankers upon whom it was
drawn. The next question Mr. Kaye put to the bankers
was, whether on the day he (Mr. Chaplin) was represented
to have paid the 27,0001., he had so much standing to hie
private acorn= (Cries of " Shameful.") That wee one
specimen of the way in which he had been nested, and he
would now pive them another specimen of the:delicacy of their
would-be director. 'The audit committee had wen inquh,
big into the question of passes, and who with the chairman
passes up and d. wn the line, as though he had a clique of 60
people constantly travelling free about him. (Hear, hear.)
They would recollect that on a previous occasion the ques-
tion had been brought before a public meeting of the pro-
prietors, and the privilege was se elided to Mrs. Chaplin of
travelling with him cc the line. (Hear.) Well, the committee
had thought fit to make inquiries as to how many of
his family were allowed to travel free, and had had the inde-
licacy se far to lower the dignity of the chairman, and tamper
with the discipline of their staff, as to send down to common
station clerks at Bann/deka and Southampton to obtain in-
formation on the subject. (Cries of " Hem, hear," and" Oh, I
oh.") He would put it to them if such men were fit to be
the legislators cams company? (Contusion, in the midst of
which Mr. Chaplin rammed his seat.)
Mr. HOYES—I declare that the whole statement is a base
calumny on the committee.
Mr. BAKER—I assert that all yin have said is a wands-
lons falsehood. (Renewed confusion.)
Two or three gentlemen having risen to address the meet-
ing, among whom was Mr. Locke, there were loud calls for
that gentleman.
Mr. LOCKE said he now stood forward to indignantly re-
pel the unfair and =justifiable statement just made to them
by the chairman. (lieu, hear) He could not allow the
audit committee to rest under the urjust imputation cast
upon them by the chairman. It having been said out of
doors that the chairman and his family were in the constant
habit of travelling free on the lint without pewee, he (Mr.
Locke) in order to clear the character of the chairman him-
self from the imputation, suggested that they should make
goito common
uiries from thew officers relative to it,
to and se far trom
g station clerks, they sent Mr. Godson,
the head of the department, and directed him to snake the
inquiry, and report to the committee. (Cheers.) He must
defend the conduct of the audit c immittee, and he was sure
the shanholden would not back this unfair attempt of the
chairman to Nit them down. (Cheers.) With regard to the
question before the meeting, no one had, so far as he was
aware, doubted the probity or integrity of the direct- rs ; sad
he was satisfied that no committee would do any good, or re-
store confidence in the company, which did not inquire fully
into the whole of their affairs ; and they might depend upon
it, that if they did not appoint such a committee now, they
only would be staving off the evil day for a time, for aims it
must, when there woald be a general inquiry into their sys-
tem of management. (Cheers.) He admitted that, f ell
that was past, they could not have had better directors.
(Hear, hear.). During their parliamentary contests, and
while extensive and delicate negotiations were being carried
ca for carrying Out contracts for the =rain of land, they

would an have had better dimities ; bet they mast now ob-
tain men n for their line. He was willies to
admit tbs=lll=igeiven advice at different time s which
be would seesaw gnu ; bat he believed they m'ght all plead
guilty to that age. (Hear, hear.) They had now an es-
tablishmeat whisk net he. 200,0001. a year, two-thirds of
which was for mecianicol power. and for the proper manage-
ment of inch an . stablishmeat then were too many direcuen.
(Hear, hear.) They wasted unity of action, decision, and
distinct eontrol over everqy part of the establishment, and
this. could never be obt.d until the number of directors

had been reamed. (Lend elesees.)
TheCHAIRMAN expressed h regret at having mentioned
the subject of the pauses, air IN had evidently spoken under a
mbapprehension of the dreematanees of the case. (Hasa.)
Understanding that the ecinissittee wished to make inquiries
on the subject, he had forwasled to them Mrs. Chaplin's pri-
nt. cash hook, and • *et bill of the echoolmatter
of one of his children, to show that he alwarr Slid
for kis family travelling the Use.
Mr. BAKER called upon the proprietors not to appoint
any committee at all, as there was no question of honour or
probity concerned is the ow. (Hier, hear.) There were,
however, grounds why the present managi menu should not
be ermined for the future, and he could give reasons for
that opiaioa. Was it right that the directors should in 1848
pus a rootation authorises stoney being lent to the share-
holders, and then only a few days afterwards hold a meeting
for the creation of new shares, and never tell the share-
holders of the power of loan existing ? Then again the
noisy, when lent to the &resters, was not repaid at the
times fixed by themielves,or until the auditors called atten-
tion to the subject. (Hear, hear.) If the chairman
had stated these transactions had taken place in oohs.-
queen of the third shares not being taken up, he begged
to ask how it happened that some of them wen ree-
choed in the market at • premium is August, 1847, hav-
ing been issued in 1848, with the mosey of the company.
(Hear.) If satisfactory explanatiou upon these points could
not be given, then ha said there were sufficient reasons for
a change is the management, though nobody doubted the
personal honour or probity a the directors. (Cheers.)
The amendment against the appointment ci a committee
was thee seltatived.
Mr. KAYE then brought forward his amendment as given
in his first speech.
Mr. YATES seconded it.
112. SAINTSBURY maintained that there had been a
lout inveterate attempt to disparage the characters of the
directors, and that the result was a total failure.
The amendment vas then put, and negatived by a large
matelty.
ther amendment, to the same effect, wu next pro-
posed be Mr. Helps, and likewise negatived; after which
the original resolution was carried with two or three dis-
sentients.
Oa the motion of Dr. LONOSTAFF, it was, after some
eonvenatlon, agreed that the following gentlemen should
form the committee —Mr. H. Currie, m.r., Captain R. D.
Mangles, M.P., Mr. fier;eant Clarke, Mr. Hutchins, and
Mr. Rut It was understood that the committee were to
make their report at the next half-yearly meeting.
A motion was then made by Mr. Serpent GASELEE,
for preparing and placing at the disposal of the sharebolch rs,
lin the first week of January, in every year, a tinted list of
the proprietors entitled to vote, together with the number of
their votes, corrected up to the 31st of December then last
past, to be sold at a reasonable price to every proprietor
requiring the same.
The motion was seconded, but, after some discussian
Mr. Locke having suggested that the question should be
postponed because it was under the consideration of the
committee of which he was a member, the mover withdrew
his proposal.
On toe motion of Mr. D. W. Wilts, a vote of thanks was
given to the chairman and the directors generally.
Before retureing thanks, the Cleanses requested the
secretary to read the following answer, which had, he said,
been returned three weeks bolero to an inquiry addressed to
the board by Mr. Kaye on behalf of tie Manchester pro-
prietvrs: "The directors believe that the number of this
body may with advantage be reduced, but they t el that the
present is not the proper time for acting upon that opinion.
When the imputations brought against them shall have been
investigsted and reported upon, they will be glad to give the
proprietors an opportunity of considering what is best to be
dote in this respect."
The CHAIRMAN, in returning thanks, said there was
one subject en which he wished to say a few words before
they separated. It was the all-importaw. subject of govern-
ment audit. He had before stated that he did not think
they would be materially benefited by such an audit ; that
he believed their capital would not be diminished, nor their
revenue and dividend much increased, but that the pro-
prietors had an undoubted right to it. Its would, however.
i now say this to them, as the advice, not of their Chairman,
but of a proprietor like themselves, that, having had ex-
perieuce of the working of loads, he quite believed that,
if they were to anticipate any Benefaction, and if conlideuce
was to exist between the board and the propriettny, by
heavens he was entirely for a government audit. (Loud and
spontaneous cheers) And now for hid reasons. He be-
lieved that the most scrupulously honest man in carrying out
the work of as audit must be exposed to many serious
doubts on the part of the proprietary, especially if the
dividend did not increase. He bed already told them that he
did not think their dividend would be increased by it, but he
hoped that would be dome by some who would come upon the
board. Mr. Reyes and Mr. Close, whose business it was to
go
Into these accounts, as they did manfully, saw that there
I was not much,fault to be found, and they naturally tell into
a friendly intercourse with the directors. The tact was, that
ea
aeon as it was perceived that the dividend did not increase,
the proprietors naturally exclaimed, Halloa ; what is the
matter ? there to some union of intereets.” Hence the neces-
sity of an audit to keep an even course with the proprietary.
It was thought necessary by some to keep up a little irrita-
tion of this kind in order to convince the shareholders that
they were not " directors men," and the consequence was,
that they never could go on in that cordial spirit of mutual
reliance which, as honourable men, they required. (Hear,
hear.) The honourable gentleman concluded by thy king
the meeting fur the attention with which he had been lis-
tened to, and resumed his seat amid-t marked applause.
Mr. HOPES denied that he had ever found fault with
the board. As to a government audit, he wt s quite opposed
to it.
6
I The meeting did rot terminate until nearly 6 o'clock.
in