The Sun.
London, England, 1859-06-22 00:00:00

WESTERN BANK OF LONDON.

An extraordinary meeting of the shareholders
,as vaeld yesterday afternoon, at the bank premises,
!-L/1.,, Hanover-square, for the purpose of confirming
the resolutions (or such of them as required confir-
mation) which were passed at the extraordinary
meeting, held at the Thatched-house Tavern, on the
29tkult. The chair was taken by Mr. Roebuck, M.P.
The minutes of the last meeting having been
read and cr)nfirmed,
The GUAIRMAN, after a few introductory re-
marks, moved successively, the confirmation of the
five resolutions included in the notice ; the first,
confirming the provisional agreement for the sale of
the business, good-will, and premises of the bank to
the London and County Bank ; the second, for the
-winding-up of the company under the provisions of
the Joint Stock Companies Acts ; the third and
fourth, for the appointment of Mr. W. Charman,
Mr. J. Stohwasser, and Mr. G. H. Pinckard as
liquidators, and the empowering them to carry into
effect the agreement before mentioned ; and the
fifth Paid last for the postponement of the remunera-
tion of the liquidators to some future meeting.
T he confirmatory resolutions having been seconded
we Jre severally put and carried nemine contradicente.

The CHAIRMAN said he now came to a resolution
which had reference to the directors, assigning to
them as it did £l,OOO for their past services. It had
been said that the want of success was mainly at-
tributable to the humble individual who addressed
them. (Loud and general cries of No, no.) He did
not think it was so, but he was told that others did.
He would appeal to his brother directors whether
that was the case. (Cheers.) The man who said so
cared more for the enunciation of his own base ideas
• than for the truth ; and believing that his brother
directors and himself were entitled to the remunera-
tion which had been already voted, he confidently
appealed to the justice of the meeting to confirm
the resolution which awarded it. He then moved
that the vote of £l,OOO for the services of the direc-
tors be confirmed.
Mr. E. F. STRAY seconded the resolution.
Mr. A. T. JAY, after referring to a letter from Mr.
Arber to the directors, dated Feb. 9, 1859, in which
that gentleman, without objecting to the payment
of the £l,OOO, said he thought that special notiee
ought to have been given of the intention to propose
it at the last half-yearly meeting, moved the follow-
ing amendment :—" That a committee of inspectors
be formed from the shareholders to investigate the
past management, and the past and present condi-
tion of the bank." He thought there was ample
ground for postponement. At the meeting in
January the chairman told them that their capital
was intact, and that their losses on promissory notes
and overdue bills amounted to about £1,200. At
the last meeting it came out from the statement of
their own accountant, that the amount was £30,000.
The directors had mortgaged the Government stock
—a most irregular course of proceeding, if pursued
systematically. That also was a proper subject for
inquiry. As regarded Mr. Clack, it appeared that
they actually dismissed him.
The CHAIRMAN—I beg your pardon. He was
never dismissed. He was only suspended. (Hear.)
Mr. JAY said that neither Mr. Clack himself nor
the directors had ever offered any explanation of
that gentleman's conduct. Mr. Clack was suspended
for misconduct.
The CHAIRMAN—NO, he was suspended because
he was charged with misconduct. (Hear, hear.)
Mr. JAY continued—lf there were an investiga-
tion it should include the balance-sheets issued from
time to time, and the question whether the divid-
ends had been paid out of capital or out of legiti-
mate earnings. He asked for an inquiry, that
blame might rest only. where it was really due.
Mr. STOHWASSER, in seconding the amendment,
should like to know on what grounds the directors
considered Mr. Clack innocent. The question
whether or not that gentleman was entitled to
£3,000 as compensation depended upon what his
conduct had been, and hence there ought to bp an
investigation.
Mr. ARBER, one of the auditors, hoped the
directors would accede to the amendment. Since
the last meeting he had discovered an additional
reason for investigation. It appeared that a most
important book, called " The Lien Book," had been
mutilated, a great portion of the leaves having been
torn out.

This statement led to a long and animated dis-
cussion. The book referred to being exhibited to
the meeting by the chairman, it was manifest that
a considerable number of leaves had been removed.
It appeared from the remarks of the chairman and
Mr. Charman, one of the directors, that it was
handed over, together with the other books of the
company, to the officers of the London and. County
Bank when the business was transferred ; that it
was admitted by one of the officers of the purchas-
ing bank to have been afterwards seen by him in a
perfect condition ; that the directors subsequently
discovered the mutilation, and that they thereupon
directed that an entry of the facts, so far as they
were acquainted with them, should be made in their
minute-book. The minute itself was read to the
meeting.
The CHAIRMAN observed that the directors were
utterly at a loss to account for the mutilation ; Mr.
Walker, branch manager of the London and County
Bank, having complied with a request to attend
the meeting, in reply to interrogatories from Mr.
Jay, disclaimed all knowledge of the matter. Mr.
Charman said he would give £5O to ascertain who
mutilated the book, although the company could
not lose anything by it, the securities themselves
being quite independent of the entries in the lien
book.

After this interlude, which was of an unusually
exciting character for a bank meeeting,
Mr. MAYNARD, the accountant, presented the fol-
lowing statement of the present condition of the
affairs of the affairs of the bank
In the matter of the Western Bank of London.
June 20, 1859.
Approximation of return to be made to share-
holders :
In the balance-sheet submitted to the ex

traordinary meeting on the 19th ult. the
assets of the bank were stated at £352,950 4 5
(subject to realisation.)
And the debts due by the bank at 160,996 13 5
(other than shareholders)
Of the above amount of assets there has

been realised up to the close of Saturday
last sufficient to pay off the loans on
securities of
And to the Landon and Countyßanic about 63,000 0 0
Of the £32,888 7s. 3d. due to them 17th

of May, leaving due to them June
18
..
Against is to be set the

purchase money of bank
premises

22,350 0 0

Net balance due to Lon-
don and County Bank..

£328 5 8

Total of debts paid off
The debts of the Western Bank of London are
all paid now except £3,275 15s. Bd. In a few days
there will be sufficient funds in hand to extingui.sh
these.
The time, therefore, has nearly arrived when a
fund will begin to accumulate applicable to make a
return to the shareholders towards their subscribed
capital. I have no reason to doubt the estimate
first made, that with careful management £4O per
share will be returned.
To pay £2O per share will require £Bo,ooo 0 0
It is expected by the 19th August (three months
from the date of the first meeting) there will be got
in further as follows, viz. :
Railway debenture bonds.
Bills discounted....
Promissory notes ..

XO,OOOOO
34,000 0 0
15,000 0 0

Loans -
Land adjoining bank premises
Past due obligations

1,600 0 0
6,000 0 0
9,400 0 0

£86,000 0 0
Mr. Maynard added that he had every reason to
believe that, with careful management, at least
£4O per share would be returned to the share-
holders. (Cheers.)
Mr. CLACK, the late manager of the bank, said
as that. was probably the last time he should have
the honour of meeting the shareholders, he begged
permission to say a few words with regard to the
past. (Hear, hear.) He would first briefly advert
to the circumstances under which he became the
manager of that bank. He was first invited to
come there by one of the auditors. Twice he re-
fused to accept the invitation, and he believed
almost any terms would have been given to secure
his services. Very soon after he accepted the office
of.inanager he found that certain transactions had
taken. place between the promoters and certain in-
dividuals in the bank which were extremely dis-
creditable, and other circumstances occurred which
had the effect of creating a prejudice against the
concern. He brought with him a very large con-
nection, and throughout
serviceo
fhis best energies were di-
rected to thethe company. The lateso-
licitor of the bank ,
flaying been disappointed of the
his bill,
payment of endeavoured to deprive him
(Mr. Clack) of the £3,000
which had been referred
to, and which had been such a bone of contention
At the meeting in January Mr.
nothinger was elected
.
an auditor. He would say now with re-
gard to that gentleman's na,tive,,
in the course he
had pursued. He,was, he believed,
one of the ori-
ginal promoters of the company; at all events, he
had received a portion of the promotion money.
(Hear, hear.) His appointment as auditor was e..
matter of vety little concern to him. The accounts
of this bank were in. a sound state ; and at the
period of the meeting. in January be confidently
believed that the company had got over all its diffi-
culties, and was going smoothly forward to ulti-
mate prosperity- (Hear, hear.) To his great sur-
prise, Mr. Arber and his brother auditor came to
the board and stated that they had certain allega:

tions to make against him, and they insisted that •
he should be suspended while they examined his
books. Was that, he asked, a fair position to place
a manager in ? (Hear, hear.) Now, what were
the charges that led to his suspension ? The first
charge was that he cashed a note for £3OO, and
held it for a certain number of days without charg-
ing interest upon it. His reply was, first, that in
one year that person paid £36 for interest ; se-
condly, that he charged him £1 18s. 4d. on account
of this note (as was understood) ; and, lastly, that
he had at the time £670 in the bank on which he
received no interest. He might remark that when
he called for the books, in order that he might be
able to rebut the charges of Mr. Arber, he was met
by the statement that that gentleman had exacted
a pledge from the directors that he should not have
access to them. How, then, was he to answer his
accusers ? (Hear, hear.) When he did obtain
access to them, the result was that the cashier
admitted that three statements of his on which
some of the charges were based were incorrect. He
was charged with having concealed from the direc-
tors that he had in his possession an overdue note
for £4,000. The directors knew that there was no
foundation for that statement. The truth was that
he refused to renew the note, that £3,000 was paid
before the charge was brought, and that the whole
amount was paid ultimately. (Cheers.) He never
attempted any concealment at all. (Hear, hear.)
The chaages were all ex parte statements, and he
emphatically said those who had made them had
been the means of shutting up the bank.
Mr. STOHWASSER here interrupted the speaker,
but the chairman ruled that he had no right to do
so, and insisted on his sitting down.
Mr. CLACK continued—He repeated that they
were the means of shutting up the bank. If the
accounts as they stood last Christmas were care-
fully, examined, it would be found that half of the
monies in the bank came to it through private con-
nexions of his own. The reason why his services
were originally sought was, he believed, that he
had been in the neighbourhood for thirty-two
years, and that he was expected to bring a large
number of customers. The condition of the bank
was, he repeated, sound in January, the only loss
that had occurred being £3OO, and it it had not
been interfered with it would have steadily worked
its way upward. (Hear, hear.) It had been stated
that losses had occurred through the adoption of a
reckless mode of advancing money; but that state-
ment had no foundation. As regarded the mutilated
books, he would observe that when questions were
raised by Mr. Maynard, with regard to the value
of particular bills, he observed that there were liens,
and it was when Mr. Maynard inquired for the
lien book, to which he referred him, that the muti-
lation was first discovered. The animus of all the
charges against him was connected with the £3,000
to which he was entitled. The accounts would
show that there had been no recklessness in the
management. Mr. Arbor, having got £l5O of the
promotion money, afterwards applied for the situa-
tion of surveyor and valuer to the bank, which he
did not obtain.

Mr. STOHWASSER again interrupted Mr. Clack,
and the chairman again decided that he had no
right to do so, Mr. Clack being entitled to pursue
the course that he was doing in consequence of the
manner in which he had been attacked.

Mr. CLACK said, in support of the statement which
he had just made, he would read the following letter
from Sir Henry Bulwer :—" Paris, Aug. 8,1856.—
The bearer of this, Mr. Arber, is a man with a griev-
ance; he wants to be made auctioneer, valuer, &c.,
to the bank. I hope you will excuse my giving him
these few lines for you. I have known him some
time, and should be very glad if anything could be
done for him." Mr. Arber came to him (Mr. Clack)
before the laSt half-yearly meeting, and told him
that if Mr. Roebuck attempted to put him down
as he had done previously, he would do his best
to fight it out with him, even if the shutting
up of the bank should be the result. That had
been the result of the course pursued. As regarded
the management, he had been obliged in the case
of a young bank to coax business to some extent,
and that necessity might have entailed some losses
whieh would not have been suffered by an older
establishment, but he had always conducted the
business to the best of his ability, and he ventured
to say.that throughout the whole of the transac-
tions in which they took part, the directors and
himself were actuated by a desire to do their duty
fairly and honestly. (Cheers.)
Dr. BENNETT said, having been led to investi-
gate the affairs of the bank for himself, he had
been led to the conclusion that there had been
great misrepresentation with regard to their real
state ; and independent b'ankers had confirmed him
in the opinion that the bank was a good concern,
and that, had it been allowed to go on, it would
have succeeded. (Hear, hear.) As to the allega-
tions with regard to serious bad debts and misin-
vestments, the accounts now presented afforded a
sufficient answer to such statements. (Cheers.) He
trusted that the meeting would terminate the affair
in such a way as to avoid any needless loss. It
would be best to forgive and forget on all sides,
and as there appeared to be a fair prospect of their
realising £4O a share let them not be guilty of the
folly of risking the diminution of their assets by re-
ferring the matter to a committee of investigation.
Mr. BROOKS did not admit that they would get
off well if they received back £4O per share. From
the accounts presented in January, it appeared that
the deficiency did not exceed
.216,000 ; and, as Mr.
Maynard now estimated it at £40,000, there must,
of course, have been a loss of £30,000 in realising
the assets of the bank. He should like to have that
explained.

Mr. MAYNARD explained that he had taken the
loss at the maximum, and that the sum returned
might be considerably more than £4O. £35,000
was the utmost loss, he thought, that could arise.
In reply to a question from Mr. BROOKS,
Mr. MAYNARD said it was possible that the
shareholders would get back as much as £45 per
share. He added, that since the transfer of the
business there was received up to the 17th of May
£84,000, and up to the present time £130,000,
making a total of £214,000. Of the proceeds of
the Government stock there remained, after re-pay-
ing a loan of £70,000, a balance of £6,100.
Mr. KENDALL, solicitor, stated that the directors
had divided the £l,OOO voted for them without
waiting for the confirmation of the meeting, under
the advice of the firm to which he belonged, adding
that the only object of seeking it was to avoid thee
possibility of a chancery snit.
Mr. ANDERTON hoped there would be no objec-
tion to the vote of £l,OOO for the directors.
(Cheers.) As regarded the amendment, he believed
the sole result of adopting it would be that the
shareholders, instead of getting their money within
two or three months, would have to wait a twelve-
month for it, and the inquiry would possibly end
in a Chancery kuit. (Hear, hear.)
At this stage of the preedings a very animated
dialogue took place between Mr. Anderton and
Mr. T. A. Jay, in which anything but compli-
mentary language was used on both sides.
Mr. NORTON, a director, said the directors were
quite ready to have an- investigation, having, as
they believed, been guilty of few errors in judg-
ment, and of none in principle, in conducting the
affairs of the bank. '(Cheers.) As regarded the au-
ditors, it was no doubt their duty to see that the
accounts were faithfully kept ; but when they went
beyond that, and sought to control the actions of
the board they were guilty of attempting to usurp
the functions of others. (Hear.) The directors could
have no interest in injuring their own property,
and if the auditors thought they had anything to
complain of, they should have had recourse to
gentleman-like communications with the board.
On that occasion Mr. Walker had been examined,
as if the directors were in some way parties to the
mutilation of the lien book—(loud cries of no, no)—
which he might observe, did not contain the securi-
ties, but was only an index to them. (Hear, hear.)
Mr. Jay had remarked that whereas in January last
the loss on past due bills was stated to be £1,200, it
now appeared to be £30,000. He forgot that over-
due bills did not necessarily represent lost money.
(Hear, hear.) The directors had, he repeated, no ob-
jection to an investigation so far as they themselves
were concerned; but it should be remembered that
three liquidators had been appointed, that they had
nofotaydeotpteionmgmtehneceadmthenedirmaecntitown,oaunl
would
he atto theeffectin-
vestigators over them; who would also, perhaps
have others over them in turn. (Laughter.) [A
VOICE—The Court of Chancery.] In such a case it
might well be asked, " Quis custodiet ipsos cus-
todes ?" ("Who shall watch the watchers P") As
regarded Mr. Clack, he could not help remarking
that had a foreigner entered the room, and listened
to some parts of the discussion he would naturally
have supposed that the shareholders had been in
some way defrauded of their money, whereas, in
fact, there was no pretence for saying anything of
the kind. (Cheers.) There might have been some
irregularities, but no man who was acquainted
with the facts, and who had a proper sense of jus-
tice, would call them crimes. (Cheers.)
On the amendment being put from the chair 11
hands were held up in favour of it, and it was nega-
tived by a very large majority.
The original resolution was then adopted, there
being only three dissentients.
The CHAIRMAN having declared the meeting at an
end,

On the motion of Mr. ANDERTON a vote of thanks
was unanimously accorded to the hon. and learned
gentleman and his brother directors.
Mr. STOHWASSER said he thought that before
the meeting separated something ought to be said
in favour of the auditors. (Laughter, cries of oh,
oh, and hisses.)
The meeting then separated.