The Sun.
London, England, 1854-03-17 00:00:00

he had been able, but he recollected the time when their
accounts were presented in a very different form—when
the solicitors' bills for general business, for Parliamentary
business, and for conveyancing were all separately entered.
(Hear.) Since the honourable chairman had had the honour
to fill his present position in the company, they had had
no such statement. (Hear, hear.) At the time of Mr.
Macgregor's election to the chairmanship the capital
was 4,284,924 i., and the dividend ranged from 16s.
to 17s. per share. Sufficient had been spent in the
interval to raise the capital to upwards of eleven
millions, and their dividend had fallen as low as
75., and was now 12s. per share. There never was a greater
fallacy than the statement that their half-yearly earnings
had been 4 per cent., for the account included 4,9801. re-
ceived from the steam-packet company up to July, 1853,
which was not an earning of this company at all. (Hear,
hear.) The chairman had spent, in round numbers, during
the nine years he had occupied the chair, about a million
per annum of capital, and the professional gentlemen had
had, for legal and parliamentary expenses, about 1,000 gui-
neas per week. It would require at this rate about five
years more to bring them to no dividend at all. (Hear.)
They must keep down their law expenses—give no presents'
either of money or plate— have no 7001. dinners at the Al-
bion—(hear)—elect their own directors as they had done
to-day—and have no managing director at a salary
of 3,000/. a-year. (Hear, hear.) If they wanted a manag-
ing director, let him be a servant of the company—
let them pay their directors liberally, and, if they pleased,
increase their number; but let them keep the control of
their affairs in their own hands, and they would find their
dividends increase, and the value of their property improve
(Hear.) He should move that the half-yearly accounts
should show under separate heads what legal expenses had
been incurred ; that no account for law expenses of any
kind should be paid until it had been taxed ; that the sum
of 2,0001. a year, hitherto paid to the chairman should
cease—(hear, hear)—that the number of directors should be
twelve—(no, no)--and that, instead of 3,2001., they should
be paid 2,0001. a-year, to be divided among them in pro-
portion to their attendance.

The CHAIRMAN said this was not the first occasion that
Mr. Parker had called attention to the solicitors' bills.
(Hear.) In 1847 he had pressed upon him (the chairman)
the propriety of the directors employing him as a solicitor.
(Hear, hear, and great laughter.) He had reiterated that
request from time to time, down to the year 1849. (Hear,
hear.) He (the chairman) had told him he had personally
no authority. bitt promised to submit the matter to his
colleagues. The board bad considered his application,
and had come to the conclusion that it was not de-
sirable the legal business of the company should be divided.
He must in justice say that the statements made by Mr.
Parker were totally incorrect. (Hear) Of the solicitors
who were in office at the time he became a director he de•
sired to speak with proper respect ; but it had appeared to
him that the legal bills coming in amounted to something.
tremendous ; and without Mr. Parker's assistance, with
the assistance only of his colleagues—(hear)—he had carried
a resolution at the board that those bills should be taxed,
and the result was that as much as 55,0001, had been taxed
off. (Oh, hear, and cheers). He would never give up his
independence to solicitors or anybody else ; since the time
to which he had alluded they had had auditors and a pub-
lic accountant, and he altogether demurred to any charge
of extravagance. (Hear, and oh, oh.) Any gentleman
who knew anything of Parliamentary contests must be
aware that they were very expensive. (Hear.) He should
suggest that, having to-day elected gentlemen in whom
they placed confidence, they should wait until these gen-
tlemen had had an opportunity of attending the meetings
of the board and of making themselves acquainted with
the position of the company before adopting such resolu-
tions as those which had just been proposed. He doubted
whether taxing solicitors' bills while they remained on con-
fidential terms with the company was altogether a prudent
Course.

Mr. KEET seconded Mr. Parker's resolutions, and ex-
pressed his opinion that there had been lavish extravagan.c•
and a want of proper economy at the board. Their salaries
alone were about 40,000/. a-year. He had invested 1,4001.,
the result of his exertions in business, in the shares of this
company, and it was now reduced in value to about 5001.
Mr. HOYES was sure these subjects would be dealt with
by the directors, and suggested to Mr. Parker to withdraw
his resolution.

Mr. PARKER said, unless they came to a rote to-day
with reference to the 2,030/. a-year to the chairman, it
would go en for six months longer. He had no objection
to withdraw the rest.

Mr. M`LAREN, in justice to the chairman, called the
attention of the meeting to the immense expenditure
which had been caused by no fewer than forty-four oppo-
sition schemes that deeply affected their interests. He
believed no other man in that room could have fought
their battles or protected their property as Mr. Macgregor
had done. (Hear, hear, and oh, oh.)
Mr. J. WILSON strongly recommended the appointment
of a chief manager, (not a director) at a salary of 5001. or
1,000 a-year.

Mr. GREY said it would reflect disgrace on the proprie-
tors to make any attempt to rescind the resolution giving
2,0001. a-year to the Chairman. (No, no, and cheers). It
was perfectly clear that at no distant day Mr. Macgregor
must come to them for re-election, and that would be the
time to make the proposition.
Mr. MILO proposed an alternative course of proceeding.
Let the vote be taken for six months, leaving the question
open. (Cries of "No, no, settle it at once.") Ho was
quite confident the presence of so large a number of share-
holders would be made the means of illiberal conduct
towards a gentleman whose services he appreciated, and
whose talents he had long admired. (Uproar.)
Mr. SMITH had been long enough a shareholder to have
been present when the gentlemen of the north came down
like an avalanche to elect the chairman, and now they
came with the same impetuosity, to decry him. (Hear,
hear.) Some of the pretexts were very hollow. He had
no sympathy with those who attempted by personal abuse
to deprive the chairman of a position he had filled with
immense talent and great rectitude. (Oh, oh, and cheers.)
It was a most unfair course of proceeding, and he, for one,
protested against it. (Cheers and uproar.)
Mr. PARKER begged to withdraw the proposition.
The CHAIRMAN thought he might have saved the time of
the meeting if he had been allowed to say a few words. He
could assure them in the most unqualified manner that the
management would be carried on by the majority, and
whatever arrangements were made would have his assist-
ance. It was not his wish to remain in any office connected
with the company, except so long as his sense of duty in-
duced him to believe ho was promoting their interests. It
was his wish to promote the interests of the company, and
to support its management in the constitutional form by
a majority. (Cheers.) He desired to clear himself from the
charge of interested motives having governed his conduct.
He joined the company in 1844, and for five years he re-
ceived no remuneration. (Cheers, and a voice, " Then you
ought.") In 1849, without any knowledge on his part, the
proprietors voluntarily voted to him and his colleagues what
they had since received.

HOYES proposed a vote of thanks to Mr. Byng, Cap-
tain Warren, and Mr. C. Child, which was received with
cheers.

Mr. C. CHILD requested the gentleman to withdraw th•
motion, as they wanted no thanks.
Mr. HOYES at once withdrew it.
Mr. E. HERAPATH suggested that the company should
divide its old and unguaranteed stock, like the Great
Northern, into A and B shares.

The CHAIRMAN said the hon. proprietor was out of order,
and proceeded to propose the re-election of Mr. John Mor-
gan, the retiring auditor.
Mr. GREY seconded the motion, and it was carried una-
nimously.

Mr. A. BEATTIE moved that a third auditor be appointed,
and that Mr. Whetham be elected.
The CHAIRMAN observed that it was a peculiarity in their
act that they had power to elect three auditors.
Mr. GILPIN was strongly of opinion that three auditors
would tend to the benefit of the company, and thought
every one would be convinced at once, by reading that
single paragraph in the report which said there had been a
difference of opinion between the auditors and the direc-
tors as to which particular account certain sums ought to
be charged. A third auditor would have added weight to
the opinion of his colleagues, or, by differing, have raised
the presumption that the directors were right.
In answer to a Shareholder,
The CHAIRMAN said the remuneration of each auditor
was 1001. a year.
Mr. STANDISH moved as an amendment that the number
of auditors be limited to two.

A show of hands was taken, and the amendment was
lost by a very narrow majority.
The original motion was put and carried, and Mr. Whe-
tharn declared them duly elected.
The CHAIRMAN said the next resolution was a matter of
account, and, perhaps, of principle too. The eight steam-
ships purchased by the company were, pending the arrange-
ment, insured, but since the 4th of November they had not
been insured. The directors proposed to set aside a sum
out of the balance, as the commencement of a renewal
fund, and looking at the short period that had elapsed,
they considered 2,5001. would be sufficient.
A PROPRIETOR asked if the fund was for repairs ?
The CHAIRMAN replied that repairs would be charged
to revenue account. The fund was to provide against lose.
The rate of insurance was 5 per cent., and as their vessels
performed the voyages chiefly in daylight, the directors
thought it better for the company to take the risk them.
selves. (Hear, hear.)

The resolution was carried unanimously.
The CHAIRMAN said the next resolution was one affecting
the finances of the company—that in the event of the special
meeting authorising the directors to raise 250,0001. by the
issue of new shares under the Strood and Maidstone Act,
they be also anthoriaed to raise 80.000/. on mortgage of that
portion of the line.
lainsew to
answering
Bromley
The m
Mr. KEET asked if any part of the 330,0001. was to be
applied to the new n
I:I: The CHAIRMAN, ernegative, repeated his
former statement, that, the board being reconstituted it
was net proposed to discuss the question of the Bromley
have an opportunity of maturely
ntoew-dathyr,ebeutotrstowolueladve it to some future occasion, when
line
t the new
considering it.
Mr. KEET asked what they were going to do with this
money ?
The CHAIRMAN thought the hon. proprietor was con-
versant with the fact that the line from Strood to Maid-
stone was authorised last session. They had already in-
curred Parliamentary expenses, and had bought and paid
for some of the land. This was the capital for making
that line.
Mr. HAMILTON said they were about to guarantee 4i
per cent. interest, and as this line would only yield 3 per
make a loss by it. (Cheers.)
cent., they they must inevitably
CHAIRMAN said the proprietors must not lose sight
of the fact that they were bound by act of Parliament
either to make it or to pay no dividends at all.
The resolution was then adopted.
A. desultory conversation ensued upon the Lewisham
and Bromley branch, in the course of which Mr. C. Child
on the part of one body of directors, professed their willing-
ness to bow to the opinion of the majority, when the ques•
tion should be fairly submitted for judgment ; and the
chairman expressed a hope that the whole matter would
be adjusted to the satisfaction of all parties, and to the
avoiding of any
rupture with the Brighton Company ; at
the same time frankly stating his opinion that they were
not justified in trifling with the interests of the neighbour-
hood, and he therefore hoped hie colleagues would go into
the question at the earliest possible moment.
The business of the ordinary half-yearly meeting being
concluded,
Mr. Forster, Sir J. Campbell, and Mr. Toulon severally
acknowledged the kindness of the proprietors in electing
them to the board, and declared their intention zealously
and faithfully to discharge the duties of directors.
On the motion of Mr. DILLoN, a vote of thanks to the
chairman and directors was carried by acclamation.
The meeting was then made special, and resolutions sub-
mitted authorising the issue of new shares, with a guaranteed
interest of 4A per cent., to be first offered to the proprietors,
for the construction of line from Strood to Maidstone.
Mr. E. HERAPATH repeated his suggestion about the
division of the stocks.
The CHAIRMAN replied that it was no use to discuss an
alteration which they ha& no power to make.
The resolutions were then agreed to, 9.1111 the meeting
separated.