The Express.
London, England, 1857-11-27 00:00:00

.It4IL Wei INTELLIGINCE.
--m--
GREAT NORTHERN.
The following further report Of the directors will
be presented to the half-yearly ordinary general meeting of
the provision, to be held by adjournment at the London
Tavern, on the let of December next
" In the 'sport nosed on the 21st of August last the
directors duly published' a scheme showing the profits of the
company since the preceding half-yearly meeting at whieh
a dividend wee declared,' (as the Companies Cjrnsr Ant
requires), after retaining the whole earnings of the last half
tiLttivear 1856, 243,9231. fe. Bd. This sum has been=o-
by the act of parliament of this year to re-p
the amount at the stocks fraudulently created end issued by
Meath, and to repay all expenses incurred by the company
by reason of his frauds and forgeries. Particulars of the
expenditure of the 243,9231. 6s. Bd., and of any amount that
may be recovered from Redpath's state, will be published
after the cam on of the purchase of the fraudulent stocks.
It is that this account will be reedy by the lint
half-yearly general meeting.
" The amount of such profits now to be divided is
183,2761. 15e. tinder the recent decree of the Court of
Chancery it is only competent for the meeting to declare a
dividend on the footing of prying thereout to the preference
stockholders* full year's dividend, which will be 168,1251.65.,
leaving 15,1611.94. to be divided amongthe he4ders of original
stork, including the A and II stocka, This will yield •
dividend of 6.. per cent. on the origins] stock, and, there-
fore, of 12e. per rent. on the 13 stock, and none oei the A
stock, Inuring a small balance to be /Baia to the next
account
" The great majority of the proprietors will, no doubt, be
much disappointed at this result of the legislation and liti-
gation of this year. The directors can oils say they have
done their best to carry into effect the resolutions of the
meetings of March and July last. It is not their fault that
the bill was drawn so as not properly to express the declared
intention of the company, end of the committees of both
Howes of Parliament, who unanimonely adopted it in the
belief that tenure° thereby mekiog all clams of shareholders
contribute to the loss caused by Ittdpeth's forgeries; en in-
tention which the Lord Chancellor amid in hie judgment might
reasonably have been entertained by parliament, aa the
whole act was a oromproteiee' between the different desert of
shareholder, who were all reduced to an equal difficulty;
only it had nut been clearly expremed.
" Nov was it the directors' fault that after this defect bad
been discovered and amended in the Howie of Lords, the
House of Commove ws induced to disregard the opinion of
their own committee, who bad heard the case fully argued,
and to defeat the compromise unanimmialy adopted by the
committee of each house, by retaining this technical defect
in the bill.
" The decision will no doubt seriously affect the relative
position of the dilforent classes of shareholders in many com-
panies, by giving n new and unexpected value to what have
been hitherto called preference shares, and effacing the =in-
ane& distinction between them and rewound shares. For-
tunately, however, this part of the decision is not likely to
have any practical effect on the proprietors in the Great
Northern Railway Company, piece but for some such cense
ordinary calamity /4 that which produced all this ounfusion,
there a euld probably never have been occasion to consider
whether the preform:ice stocks are entitled to arrears of divi-
dend or not.
" After all, the original shareholders most remember that
the result of these proceedings however unfairly brought
about, is only equivalent to that which was contemplated by
the bill first uitrodueed by the directors and stopped by Lord
Redeedale, which would ultimately have thrown the whole
lees on the ordinary stock, by capitalising it at their exposes.
The directors sincerely regret the distr..s which has been
occasioned to many of the proprietors by the re(oeal of one
House of Parliament (or the person who exereiseMta autho-
rity) to allow that toes to be made easy by capitalising it,
and of the other to eenetion the compromise by. which the
payment of the whole out of one half year's weenie :was
agreed to on the condition of all parties contributing to it.
The directors venture also to remind the proprietors that
no good can now be done by further complaints.
" At the last two or three meetings of this °company, lan-
guage has been used from which a stranger would suppose
that the shareholders had been brought to the verge of ruin
and deprived of all hope of a fair dividend for years come.
" It is true thee as usually happen., the greatest nto
one haa
been mode by these wbo suffered least
"But the preference shareholders who denounced the di-
rectors for dole ing their dividends of 21. 10s., 21., and 11.44.,
until the moot important railway question that has ever been
tried could be fully heard and decided, have evidently been
encouraged in this course by finding themselves in • ma-
jority of nine, though always in • minority of votes, even
without the proxies ; still • majority can in the first instance
carry anything end resist anything, se there are no means of
counting the votes without the tedious preens of • poll on
every question.
"If the panful and rational majority of the proprietors
think the character of the company worth preserving, and
that the time is come to make an end of the business which
has caused so much ill-feeling, it is neither prudent for them-
selves, nor fair to those who have had to fight their bottle for
them, to leave their opponents in even apparent command of
the meeting.
"It is imperaible to foresee what coarse may be taken at
the approaching meeting by those who have created the die •
turbance at the last two.
" But the time is coming when no company will get per
of character to serve them as directors if they are to be
insulted by their constituents whenever they meet them pub-
licly, and not oven allowed to make the epeiehee necessary to
conduct the business without interruptions. If the pro-
prietors think their business would be better done by such
persons as those who enmity distinguish themselves by Ira-
puling the worst possible motives to the present directors it
all their acts, it is easy for them to say so, and as soon as
that opinion is deliberately expressed It shall be immediately
acted on.
" But they must make their choice, and the proceedings
of the ensuing meeting will probably be taken to indicate
that choice in ono way or the other.
" The proprietors are reminded that among the butane
adjourned, is Mr. Greening's rote of censure on the directors,
which is neceesmily connected with the consideration of the
report of Messrs. Giesler, Mallllll, and Waters, three mem-
ben of the late committee of inquiry on the same subject, to
which the directors now therefore publish their =ewer and
mud it herewith."
The Greet Northern beard have tamed " The Answer of
the Great Northern Railway Bond to the Report of the
Conimittee of Inquiry." The directors persevere in their
determination to throw the blame of the Itedpath forgeries
on Mr. Clark, the late shale registrar of the company. They
say
• The committee are ectly aware (though they do not
state it, but leave it to beepked out of documents) that the
forgeries had reached 120,6371., while Itedpath wasonl •
clerk under Mr. W. it, Clark, the than registrar, and that
the largoat amount of forgeries in any half-year was coot-
lei' red in the ens just before Mr. Clark's resignation, Yet
so tar cos that gentleman from even then discovering that
he had this enormous ands tly-inereasing amount of
forged stock in his books, he acknowledged to the
committee) he was only ' informed • few weeks before he
left that there were some comparatively trilling discrepan-
cies.' So trifling, indeed, did they appear to him, that he
Resin rertifhd the register to be correct, for the thirteenth
time sines the forgeries began, and left a letter behind hiss
stating that everything in his aloe would be found correct.
"It might have occurred to them (the committee) to in-
quire how far the reginration system of this compeoialt
been copied from others of greater capital and enp
sad also how far the non-discovery of the frauds was due to
any aystem established or 'auctioned by the directors, sled
how far to the mode of working it. They have indeed re-
pmeed emphatically enough, that ' the secretary signed the
dividend warrants without examination, and without even
noting the amount; so that if he had been required to state
on the following day what sums be bad drawn from the
banker, there was no record to give the information. But
they never asked a single question as to the directors' know-
ledge or eanctiou of that practice; and have so stated the
matter as to lead any one to infer that the directors had in-
. vented or sanctioned a system by which any amount of
false or enemies dividend warrants might be sent to the
secretary for signature, without the possibility of his dia-
-1 covering the excess.
" With equal disregard both of the facto and the law, they
try to connect the forgeries with the use of the secretary's
stamped simiatum, not on the dividend =erects, but on the
stock and Uwfer certificates, whereas there is not the
emelt= proof That the over-issues would have been more'
difficult if the signature had been printed beforehand, as the
committee know that it is in other companies. Theft state-
ment that the secretary's signature was requisite to make
the transfers valid in this enmpany is in direct contradiction
or =tempt of Sir Fitzroy Kelly's opinion, and Mr. Itochfort
Clarke'', and of Mr. Justice Willis's declaration= Itedpath'n
trial, of which opinions Mr. Giesler and his co-reportets
cannot pretend to he ignorant. all they have all been pub-
lished in the company's reports.
" It is remarkable that with all their desire to throw the
blame of this enlamity upon the directors, the committee
have not ventured to tipeno a single thing which the directors
ought to have done to prevent it. if their general insinua-
tions have any definite meaning, it can only be that the
directors ought to go through the work of every department
over again thenuelvee, in older to be sure that the auditors,
the aceenntants, the secretary, the registrar. and their se-
!Twelve clerks, and indeed every officer and servant of the
company have all kept their peeper checks upon each other,
If the committee meant anything of this kind, they had
better have said en dielisetly, or at any rate have said what
they do mean. Per even es regards the future, the share-
holders are requested to =sine that if their protection
against similar frauds is to depend upon any improvement in
the note= or any new mode of control, recommended by
One committee, there is se reason why the frauds should not
begin again next year, for they have done absolutely nothing
1°...1a entreating any specific improvement or alteration
whatever; they have added nothing to the information pan
mend by the public long before their report came out; they
have elucidated nothing, except their own incapacity for
dealing with the subject they professed to investigate.