The Sun.
London, England, 1850-04-26 00:00:00

paid-up shares in the Birmingham and Oxford and Bir-
mingham, Wolverhampton, and Dudley Railway Com-
panies, or a portion thereof, into the said new
capital, to the extent of 2,000,0001., as and when the
holders thereof may elect, at the rate of 301. ss.
for each of the said shares, and upon such condi-
tions as may be agreed with them respectively, either
before or after the opening of the said line 3; and
further, to authorise the issue, from time to time, of
portions of the additional capital, either upon condition
of present payment in full, or of instalments at fixed
periods, as may be agreed upon with the directors ; the
option being given to the proprietors of shares in the
Great Western Railway and in the Wilts, Somerset, and
Weymouth Railway Companies to the extent of
1,500,0001. of the said additional capital, in rateable pro-
portion to their respective shares in the said two com-
panies, or either of them.
"The purchase of the Wilts, Somerset, and Wey-
mouth Railway, for the reasons recommended by the
committee, has been completed, and the undertaking
and property transferred by deeds exchanged between
the two companies.

" The works are proceeding at present only between
Westbury and the towas of From and Warminster. It

appears, however, to your board vital for the success of
the railway already finished, and no less important also
br the Great Western main line, that the short branch
of seven miles between Frome and Radstock should

be constructed. It will ensure a very con-
siderable traffic to the railways of this com•
pany, between the Somersetshire coal fields and the
manufacturing as well as agricultural population of the
districts to which those coals are even now transported
at a comparatively high charge, and in which they are
nevertheless extensively consumed. The time at which
the work for that branch should be undertaken, must de-
pend in some degree upon facilities to be given by the
land and mine owners, but if they are willing to afford
them, it is the opinion of the board that the coal traffic
ought to be secured to the railway, with as little delay
as is consistent with the economical prosecution of the
line.

"For the present, the directors quite concur in post-
poning the completion of any other portion of the Wilts,
Somerset, and Weymouth Railway.
"The position of the Oxford, Worcester, and Wol-
verhampton Company is unaltered since the committee
of consultation, and your directors respectively commu-
nicated their opinions to the last meeting of proprietors,
and they see no reason at present to make further allu-
sion to that subject, beyond expressing a hope that some
means may be devised by that company to complete a
portion at least of their line, and to render it productive
to the shareholders.

" Since the meeting in February the South Wales
Company have been in amicable communication with the
Board, to carry out the plan of working their line be-
tween Chepstow and Swansea, according to the mutual
interests and former intentions of both parties.
" It is with much regret the board feels bound by their
duty to the proprietors to represent that the short ex-
perience of a few months has realised those apprehen-
sions which they had relative to their position after the
reduction in the salaries had taken place. Since the re-
duction was notified the whole establishment has becoate
uasettled—tbe officers and principal clerks, with few
exceptions, have been seeking other employment, some
valuable servants have quitted, and others are about to
leave the service. Nor has the effect of the reduction
been confined exclusively to those whose salaries were
reduced; for several others, in despair of improving
their position in the present service, have also resigned
to obtain more lucrative employment elsewhere.

" The directors have thin had practical proof that
serious prejudice to the company has arisen, and they
apprehend that still more must ensue, unless steps be
now taken to give some assurance of an established
scale of salary and pay upon which your officers and ser-
vants can rely. If length of service with great experi-
ence and proved ability are essentials in managing affairs,
towards the prosperity and welfare of any important
undertaking, success is not likely to be attained by the
discouragement of those upon whom so much depends,
nor can a reduction of reasonable salaries be expected
to counteract pecuniary depression in times of difficulty.
" These considerations, under any circumstances, but
especially while making arrangements for additional
duties, in consequence of the South Wales opening, and
the business of the Wilts, Somerset, and Weymouth
Railway devolving entirely upon the officers of the
Great. Western Company, have forced the directors to
deliberate upon the means which can be most prudently
devised to remedy the evil. They are convinced
that the wisest course will be to determine at
once a fixed scale for every officer or class of ap-
pointment, fair and equitable according to the
respective duties, responsibility, and length of service,
so that each individual may, for the future, know what
he is to depend upon, so long as be shall conduct himFelf
to the entire satisfaction of his employers. That scale
can, of course, be made subject to future modifications, if
circumstances render it reasonable and just.
" It this plan be resorted to, the directors recommend
the adoption of a new scale of salaries and wages, which
they have prepared with great care, and made subject to
certain general regulations and conditions attached to it,
as appended to this report, and the directors will report
from time to time the operation of that scale, by a state-
ment of the amount of expenditure in consequence of
the future increase or decrease of salaries, in the manner
recommended by the committee of consultation.
"If any instance should hereafter arise in which it
may seem desirable to modify the scale, the directors
would propose to subinit it for the approval of the pro-
priet era before it is acted upon, and they trust that these
measures may restore and maintain that energy and at-
tachment to the service, which had hitherto characte-
rised the establishment employed by this company."
The following was the table by which the salaries
were to ba fixed:—

OFFICE, &C.

After Maximum
On 10 Years' after 12
Appointment Service. Years Service.
Secretary .... £l,ooo £1,400 ... £1,500
General Superintendent
of Traffic
If the above two ap-
pointments are com-
bined ... ................. 1,400 ... I,BCO ... 2,000
Superintendent locomo-
tive department
Superintendent (London
Division) .....
Chief accountant ... ..... .
Chief registrar in charge
of capital accounts
Manager of works at
Swindon
Superintendent (Bristol
Division)
Chief Storekeeper
Charge of estate, &c 3OO ... 400 ... 450
Minuting or secretary's
clerk
CLASSES.
Principal assistants, ca-
shiers, and chief clerks 160 ...
Local superintendents l5O ...
Station and traffic clerks,
senior list ..... lOO ...
Ditto, junior list, ..... • 7O or 50...
Apprentices, &lc., up to
20 years of age (ac-
cording to their age) 30 to 50.
" The foregoing salaries to be fixed at the lowest'soale
of each on appoiatment, and to be gradually increased
at the discretion of the directors within the prescribed
limits—not on the 'principle of seniority—but on the
combined considerations ot efficiency, good conduct, and
length of service. No additional allowance to be made
for house -rent.
" No claim for promotion from one class to another to
be recognised, but the directors to make such changes
on their own views of the fitness alone of each indi-
vidual.
"The maximum salary in no case to be exceeded ex-
cept on ,special reasons, to be reported to a general
meeting of the proprietors.
WEEKLY WAGES 01 GUARDS, POLICEMEN, PORTERS, &c.
Head Guards
Guards 255. to 275.
Sub.lnspectlrs of Police 255. to 30a. "
Sergeants, Foremen, and
20s. to 255.
Switchmen
Policemen and Porters ... 15s. to 18s.
" The foregoing rates of wages are to be allowed at the
discretion of the directors, according to the efficiency,
good conduct, and length of service ot each individual.",.
The CHAIRMAN then moved a series of resolutions in
accordance with the financial scheme, for creating and
raising 3,500,000/., and, in addition thereto, proposed
that the directors should have the power at their discre-
tion of issuing 1,000,000/. of the proposed new capital,
at a fixed dividend of 4j per cent. in perpetuity.
Major COURT said he bad an amendment to propose,
that any advantage which might arise from the issue of
the new stock should be confined to the shareholders of
the Great Western Railway—at least, they should have
the option of taking it up in the first instance, if they
thought proper. He did not object to the conditions
upon which it was proposed to raise the new stock, but
he contended that the Great Western shareholders were
fully entitled to the benefit of the arrangement. He then
moved an amendment to the effect that the shareholders
now present do confirm the creation of 3,500,0001. upon
the conditions mentioned in the report, provided that, in
the first instance, it be allotted rateably to the holders
of Great Western stock, giving them the option to take
rupluase much of the stock allotted to them as they may
; that a circular be sent to each shareholder
statingoit the amount of stock allotted to him, the condi-
tions, when the twat instalment will become due, and
also the amounts and periods when the remaining instal-
ments shall become due; the payment of the first instal-
ment to be the aasurance of accepting the shares. He
saw no difficulty in fixing the dates of the instalments.
It was a matter of very great consequence for the share-
holders to know what they had
awnoyu would e
trieoqnu
beingired
tloefptaiyn thei hands of thegy objectediretors
to
to pay, when they
issue the 1,000,0001. at a fixed rate of interest is per-
petuity.—(Hear, hear.)
Mr. LORD seconded the amendment.
The CHAIRMAN was then about to pat the amend-
ment, when
Mr. SMITHERS said he had some doubt as to the
po
such a
power of the company to issue preference shares. He
believed the shareholders had never been asked to sanc-
tion any Bill for creating preference stock.
If
power had been obtained, he thought the opinion of emi-
eernet
acfoteurn
arias el should o
thebe taken,
volidi thatoof tthe
onew stock. The
no
question
h
might
clauses in the Bills on which the directors
be
stearedlietod
thefor
power to create those shares
meeting.—(Hear.)
slightest
objectionajor Court's
to
amTenhderaCelintllithmaat Nh
he
said, invortetfen
he reference
ieg
ht
the option
adopt it as part of the resolution. It was always in.
tended to give the Great Western proprietors
of taking the shares.—(Hear.)
Major COURT said he had no objection to allow this
amendment to be added to the original motion,
..,;,,Bir,:Kti"P, the solicitor, read the elapses in the Bir-
mmuguttill and Oxford, the Birmingho) Virobterhgq"

900 .. 1,200 ... 1,3C0

700 ... 900 ... 1,000

500 ..., 700 ... 750
400 ... 500 ... 5.10

400 ... 500 ...

350 ... stso ... ZOO

350 ... 408

280 ... 200
235 ... 250

130 ... 140
90 ... -

a provision that in all railway accounts there should be
a uniformity of system—(Hear)—and under the advice
of the best accountants a schedule had been appended,

minigttefodrthtethtehewasye
setting
the
ee accountsauditors. should
tnet h be er
provision of the Bill was, that the shareholders should
elect five or more from their numbers, as an audit com-
ruintinwyhioefh
mittee, and that the individuals so appointed as a com-
mittee should hold as large a stake in the company as
that which would qualify them to act a; directors.—
(Hear, hear.) They further said in their Bill, that the
five or more persona should, when so appointed, elect
two of their own body, or two other persons, who
should be the auditors, which two persons should have
the liberty of calling in the assistance of a third party
in the person of a professional accountant. To secure
purity in the auditing of the accounts, the directors had
no power to appoint persons to conduct the auditing of
the accounts; the accounts duly audited under the sys-
tem proposed should be sent to every shareholder seven
days at least before the meeting was held at which they
would be called upon to pass those accounts. They
had further said in their Bill, that assuming a minority
of the proprietors were dissatisfied with the accounts, if
five of them could be found so dissatisfied as that they
demanded a special audit, it should be allowed, and a
special report made ; and it would be for the share-
holders at large to determine whetherthe_cgoo was One
• , -

ton, and Dudley Railway Ac's, the Great Western
Amendment Act of 1844, the Monmouth and Hereford,
Berks and Hants, and Oxford and Rugby Railway Acts,
referring to the power of the Great Western Company
to create preference stock to the extent specified. The
directors had taken legal opinion on the matter,
and there was no question as to the power of creating
the stock.
Mr. NICHOLSON wished to know whether it was ex-
pected that the whole of the preference shares would be
taken up. He had a large sum of money in reserve,
which he would be disposed to invest in them provided
there was something like a certainty of their being taken
up. If they were not well taken up it might happen
that in a few months hence the directors might raise the
rate of interest to 6 or 7 per cent, in order to have the
remainder taken up, and he might not then have the
means of taking up any of the latter to equalise his
stock.
The CHAIRMAN said they had every reason to hope
and believe that the shares would be taken. As to the
suggestion for raising a portion of the stock at a higher
rate of dividend than that proposed; it would be a great
hardship to those who would subscribe in the first in-
stance and to the original shareholder, and on that ac-
count could not be entertained.
Major COURT said that if the .rate of interest was
raised on a portion of the stock hereafter it would be
only fair to raise the interest to the same rate on the
whole.
The CHAIRMAN, in answer to a question, stated that it
was necessary to create the whole of the stock at once—
there were legal reasons for so doing.
Mr. SMITHERS wished to have the opinion of eminent
counsel taken, in order to give the public confidence in
the validity of the shares.
The CHAIRMAN said there was no occasion, they had
not the slightest doubt on the subject.
Mr. WILLIAMS, one of the committee of consultation,
saw no objection to the financial scheme. He believed
that it would be accomplished, particularly when it was
considered that they could give ample security for the
regular payment of the interest. He thought the money
could be raised at 4 per cent. He objected to raising
any portion of the capital at a fixed dividend in per-
petuity.
Mr. WITHERS entered at some length into the advan-
tages of the scheme proposed. He considered the scheme
an excellent one, and that it reflected great credit on the
directors. There was a probability that the value of
money would decrease, and this scheme would enable the
company to take advantage of any change in the money-
market, and at the same time secure to those share-
holders who advanced their money a remunerative
dividend and the return of their capital if desirable. He
would not consent to any of the stock being created in
' perpetuity.
The CHAIRMAN explained that there were parties who
could not look after their own interests, and would be
glad to invest their money in a permanent stock at a
fixed rate of dividend. It was to meet such cases
that the directors proposed the creation of
1,000,0001. at 4i per cent, in perpetuity. He believed it
was a wise provision; but, of course, before adopting it,
they would first ascertain whether the whole could be
raised on the terms submitted.
Major COURT said, in that case it would be the duty
of the directors to give the shareholders the option of
taking it up before any part of it was offered to the public.
The CHAIRMAN said, of course the Great Western and
the Wilts, Somerset, and Weymouth shareholders would
be invited in the first instance to subscribe for the stock.
After some observations from Mr. Vousley, Mr. Tyr-
rell, Mr. Norris, and Mr. Marriott, the resolutions were
unanimously adopted.
The CHAIRMAN said they would now proceed with the
second part of the business. When the committee of
consultation was appointed by the proprietors the direc-
tors felt it was of the greatest importance to the com-
pany that the directors should confer with the committee
of consultation on all matters, and not only to confer,
but to adopt their suggestions whenever they could do
so honestly. At the last meeting the report of the com-
mittee was referred to the directors for their considera-
tion, and the latter concurred in the recommendations to
a great extent, but they did not concur in all of them.
The directors differed from the committee on points of
practice and experience, and they were therefore bound
to act in accordance with that experience for the benefit
of the company. The report of the directors and of the
committee were before the shareholders, and they would
have to decide what should be done. He then called on
the secretary to read that peat of the report referring to
the recommendations of the committee of consultation.
The report was taken as read.
The CHAIRMAN then moved that it be received and
adopted, and that the recommendations therein of the
committee of consultation be also adopted.
Mr. WITHERS, one of the committee of consultation,
moved that the urther consideration of the report be
adjourned to the next half-yearly meeting, or to some
special meeting called for the purpose. He contended
that the distant shareholders had not sufficient time
allowed them to consider the report of the directors, or
to lodge their proxies with the secretary five days prior
to the meeting. The committee differed with the direc-
tors on matters of policy. The directors' report was
delivered on Monday to the distant proprietors, and un-
less they were allowed to take part in the proceedings
of the meeting, and to express their opinions on the
subjects submitted to them, it would be a mockery, and
have the effect of disfranchising them. He hoped the
good example set in their company would be followed
out by all other railway companies. He then moved, as
an amendment, the: the meeting be adjourned.
Mr. WILLIAnts seconded the motion, and, in doing so,
said that persons reading the report of the directors
would suppose that there was no difference of opinion be-
tween the directors and the committee. The report was
drawn up with great nicety, but there was nothing car-
ried out in it that could be avoided. There were recom-
mendations in the report of the committee which, if car-
ried out, would save the company a large amount of
money. There were important points in the committee's
report not touched upon in the director.' report. He
would ask them to adjourn the meeting.
Major COURT said that each section of the report
should be discussed and form a separate resolution. Ile
would support the amendment.
Some discussion then ensued, in the course of which
The CHAIRMAN expressed his regret at the proposed
adjournment of the question. He said it had been al-
ready discussed at considerable length, and there were
matters connected with the internal arrangement of the
company which were at present in a very unsettled state
relative to the servants of the company, in consequence
of some of the recommendations of the committee, and
the sooner these matters were settled the better. He
believed that serious inconvenience would arise from the
delay if they adjourned the meeting.
After some conversation it was agreed that a special
meeting should be held on the 16th of May to consider
the matters contained in the report of the directors.
The CHAIRMAN said, that one of the gentlemen ap-
pointed by the proprietors to assist the committee of
shareholders in framing the Audit Bill wished to say
something on the subject.
Mr. NORMS, of Sutton Courtney, said, the proprietors
would recollect that at the last meeting ho and four
other shareholders were appointed as delegates to meet
a number of gentlemen appointed under similar circum-
stances from most of the large railway undertakings in
the country, with the view to the framing of a Share-
holders' Audit Bill. They met the delegates;of as many
railway companies as in the aggregate represented
125,000,0004 of paid-up capital ; there were delegates
from the London and North-Western, the Lancashire
and Yorkshire, the York, Newcastle, and Berwick, the
Lancaster and Carlisle, the Great Northern, the Midland,
the South-Western, the London and Brighton, the Bleck-
wall, besides the delegates of the Great-Western. One of
their representatives, Mr. Sandford, when they as-
sembled, laid upon the table a Bill which he had prepared;
another, Mr. Lord, also submitted a well-digested scheme,
and Mr. Bright had also something of his own to
propose on the subject. The South- Western represen-
tatives, including Mr. Sergeant Gazelee and Mr. Locke,
had for some time previously directed their attention to
the question of audit, and after six months' labour pro-
duced a well digested scheme; in addition to which Mr.
Ewart, of Bristol, and Mr. Bennett, representing the
Lancaster and Carlisle Company, bad an original Bill of
their own, which they laid upon the table; and, to be as
brief as possible, he might mention that after some ten
or a dozen successive meetings, with those materials to
deal with, their labours resulted in the production of the
Bill which Lord Stanley introduced into the House of
Lords, and which had been read a second time. He
might mention that during the progress of their labours
Earl Granville introduced a Bill professing the same ob-
ject as that upon which the delegates were at work, in-
troduceditr3o
00introduce
lt
dat hi
them
eyhi
er
umhß
oihel lee,
uht
phaiedeydn
in the same House. In selecting Lord Stanley
vewvei
never
rhe
rfhoa
held
llt
dwu natty&
rt eami
anwt
afit
eynr ds ng his
shales,
and it was not likely he should ever do so; he had
therefore paid little or no attention to the subject of
railways, nor did he feel any interest either in promoting
or opposing Lord Granville's Bill; but as they had re-
presented themselves as personifying the opinions of the
leading railway companies in the country his Lordship
expressed himself as being ready to be instructed in the
matter.—(Hear, hear.) The delegates gave his Lord-
ship such information as it was in their power to afford,
which resulted in his embracing their Bills as superior
for securing a legitimate bona fide audit of railway ac-
counts, to that which had been introduced to the House
by Lord Granville. The same evening the Bill was read
a first time, and on the following Friday it was read a
second time, and both Bills had been referred to a Com-
mittee of Peers, where the two measures would have to
work out the conflict. They would be very fortunate if
the Bill, which he might term the Shareholders' Bill, ob-
tained the mastery.—(Cheers.) In their Bill there was