The Express.
London, England, 1850-01-31 00:00:00

fairly sad freely glum by their proprie-
tors; if they will, by redone mum sal patrattien,
videos this genera ineettlegm of their ompasko to
" railwayatfuen cannot be preporlycon-
dusted ; for, seder an a system, therols ilia reason-
shisseurity !DepartsaaniVitess of pupate in
the policy of railway test, ability, sad
clergy may prevail at the delibentions d direeton so
:=4e
;:cut shareholders ennui be expected to gaps
is gentlemen who place none in them.
Of this serious defect in railway policy, the mu
of the Brighton Company, held on Tosiy, exhibited
a notable example. Of the Board of Direction of that
company Mr. SAMUEL LAING is chairman. This xen-
times is, by profession, a barrister-at-law. Now
prolieluey in legal studies in itself affords, it will be
obvious, but small recommendations for efficient rail-
way management ; for with the latter, legal know-
ledge has as much connexion as with squaring the cir-
cle or discovering Sir JOHN FRANKLIN, and it tends to
the cultivation of faculties and of a frame of mind ill
suited to the conduct of mercantile weaves. But
Mr. LAING, at an early period, resigned his prof...
sion for a subordinate situation at the Board of Trade.
In that situation he was called on to report on
the various railway schemes of the memora-
ble year 1845. His report, were distinguished
by very considerable ability, by great clearness of
view and expression, and by much special pleading.
Their recommendations were, however, very gene-
rally disregarded or overruled by pirkament. In
1848, when the railway mania roes to its height, Mr.
Lanco quitted the Board of Trade, and joined (what
now no longer exists), the " Railway Bar." Here,
again, Mr. LAING had considerable 1140008111 particu-
larly in consultations. But, as Mr. lingo left the
Board of Trade, so did railways leave the " bir,"
which had so generally and disinterestedly devoted
itself to their interests; and on a vacancy recurring
in the chair of the Brighton Railway Board, by Mr.
ORE n reLL's passionate retreat, Mr. LAING war selected
by the remaining directors es a colleague, and was by
them placed in the deserted and unenvied chair.
Undoubtedly Mr. LAING had previously some
experience of railway policy, of railway law, and
parliamentary practice ; bat of railway management
tie had never had a single hour's acquaintance, before
he assumed the control of the Brighton Company.
His election was consequently a great, and, perhaps,
considering that nearly 10 millions of money was at
stake, a rash experiment. Still, it was an experi-
m.nt that the then directors Lad the legal power to
make, and that public meetings of the company did
not object to. Moreover, his colleagues at the board
showed their confidence in his capacity by re egning
to him the Fireater part of their pecuniary allowance.
Mr. LAINO is therefore now chairman of the Brighton
board, and is learning his businesses such, at a high
salary given him, not by the shareholders, but by the
rest of the board. And that Mr. LAING is much too
able a man to fail in his educational career as a
railway chairman, is proved by the augmented value
of the Brighton stcck since Le presided over it. But
as it is useful to mark the progress and his'ory of
railway management, so also is a knowledge of these
particulars of the steps by which Mr. LAING nu be-
come Chairman of the Brighton Bleed, needful to the
proper comprehension or what took place at the
Brighton meeting on Tuesday, and of the objections
to which the principal occurrence is obnoxious.
Thu', then, it appears that Mr. LUNG was not
originally chosen a airector by the Brigh'on 'there-
holders, but that he was elected by the Brighton di-
rectors to reacu t them from a position of great diffi-
cul,y, and that ho has teen partially successful.
Mr. LAING has, consequently, great power over his
colleagues. But he is not, by temperament or dispo-
sition, a man who tepees much confidence or faith in
his fellow-creatures. His philoeophy is of a saturnine
character, and his habits of thought and life are not
generous or sympathetic. He is a man, u we have
said, of considerable ability and of considerable
energy •, but he is impatient of control, and likes to
have things all his own way. Not having been
originally chneen by the shareholders, he does not ap-
pear to have mach regard for them.
Well. during the last half year, two vacsncies by
death occurred at the Brighton board ; but, as that
board consisted of the average strength, there was not
any absolute or imperative necessity to fill (nem up
before the general meeting. The company's :effigies
would not have been in any way damnified by leav-
ing the choice of the two new directors entirely to
the shareholders whet, they met. It is true that the
8 Viet., c. 16, s. 89, gives directors power to supply
eirli vacancies; but the power given is perms-lye
only; they " may "do so "if they think prop-r," but
there is no obligation to fill up vacancies. Toe power
was obviously meant to provide against difficulties,
but not to substitute directorial choice for
shareholders' election, where avoidable : for
the directors ea chosen become incorporated into
the board without the consent of the proprietary ;
and their continuance therein is immediately made a
. question of confidence in the general management.
Thus the priv:leges of shareholders is the choice of
directors are, by this skilful operation of boards,
filched from them.

Now this is exactly what Mr. LAING and the
Brighton Board appear to have done. Tney first,
unnecessarily, though legally, filled up the vacan-
cies that occurred by electing two gentle-
men—one of whom. it is stated, was not
previously a shareholder—as directors ; and then
proceeded to treat their continuance, or ra'.her the
continuance of one of them (for the name of the other
has not even yet been brought before the proprietary)
as a question of confidence, to be dealt with only by
i a railway Inaehle or revolution. Threatened with an
oppositim, and not daring to put the °impiety to the
expense of a canvass and of proxies, they subscribe a
CALVIN/I aed proxy fund amougst themselves, and
beat up for support amongst the shareholders as if the
outgoing directors were all candidates for admission
into the Philanthropic Institution or into St. Ante's
Schools, or were engaged in a hot contest for the
beadledom of the parish of Sydenham. And by these
unworthy means the board obtain the votes of one
million out of pee, n millions of stock—an amount,
unfortunately, quite sufficient for the purpose.
Of the respective merits of the candidates for the
direction on this occasion we know nothing. But
we are strongly of opinion that the course pursued
by the Brighton board, first, in unnecessarily electing
two directors, and in then canvassing for the con-
firmation by the proprietary of their choice, is
totally destructive of the representative principle on
which these corporations have been founded, is eaten-
:ated to beget suspicion as to the motives of the
directors, and is a state of things which requires
legislative correction. At all events it is not a course
that men of high and delicate honour pursue, and it is
quite inconsistent with the assertion of the claims of
shareholders which Mr. LAING made at the recent
meeting of the railway delegates.
For Mr. LAING to deny that the board did canvass
and issue proxies on this occasion was an unworthy
quibble ; and for him to regard the result of the con-
teat into which he plunged, as expressive of the
Brighton shareholders, is opposed to the first princi-
ples of arithmetic.
Railway boards have not, it cannot be too fre-
quently repeated, anything to do with the choice of
directors; for boards to interfere therein is a piece of
unjustifiable interference with their constituents'
rights; for them to canvass on such a subject is inde-
cent fur them to succeed in their canvass is no
triumph.
This spirit of cliquerie, this system of directorial
dictation, this practice of boards choosing director.,
must be destroyed, if it be not abandoned, before
railway management can be greatly improved.
Though Mr. OLYN, Mr. DENISON, and Mr. RUSSELL
are not so liberal in language and in professions on
the audit questi.n as Mr. LAINO, they would disdain
to follow the bad example he has set them on the
question of directors.

BRVEISILS, JAN. 29.-POSTAL CONVENTION M-
t/rum GUILT HARLIN AND BILIMUII.—The I/mutant'
Belye et this day publishes the text ..f the posad efonveution
ooncluded between his Mskety the King of tha Belgians and
her M►jesty the Geer* of Great Brimin and Ireland. TA.
ratilicationi were exehanged on the 17th.

TIDE Or TUFADAT.—The high tide
which on Tueeday canned so much damage along the banks
of the Thames, produced limit., disutrou results on a lug'
portion of the eastern coact. TO Medway, like the Thames,
was much swollen—the water overflowed AO butts, and
sedated a large space of country. At Ipswich, it waa the
highest tide that had been experienced fu many yeas. At
Lynn, the tide rose to an alarming height, and the whole of
the newer portion of the town near the river wu inundated.
Beaten experienced a similar S. ding, end a spri,us dame
of is reported. The Humber had its share of the
It rase ts 29 feet 7 inches by the Humber dock
germ, end before high water the lower part of Hull woe
inundated. Steelier aunts of the disastrous effects of the
tide have been received from Emily other plum on this part
1 of the oust