BANK OF NEW ZEALAND.

Auckland Star, Volume XX, Issue 101, 30 April 1889, Page 5

BANK OF NEW ZEALAND.

HALF-YEARLY MEETING,

DIVIDEND OF SEVEN PER CENT,

The half yearly general meeting of shareholders in the Bank of New Zealand was held at noon co-day in the banking house, Queen-street, when there was a large attendance. * Mr George Buckley, President of the Bank, occupied the chair. Report.—-The fifty-lifth report, of the directors was submitted as follows :—The result of the half-year's operations is as follows : —Net profit for the half-year ended 30th March, 1889, after appropriation for bad and doubtful debts, £43,360 Is lid ; to which has to be added—Premium on new shares allotted above par, less charges and costs, £11,121 0s Od ;. balance from half-year ended 29th September, 1888, £33,96810s 8d; making a total available of £88,449 12s 7d, which it is proposed to appropriate as follows : —To p^ymant of dividend at the rate of 7 per cent, per annum, £33,063 ; balance carried forward, £55,386 12s 7d. Total, £88,449 12s 7d. The dividend will be payable at the Head Office, Auckland, tomorrow (Wednesday), the Ist p'rox., and at branches on receipt of advice. —For the Board of Directors, GEORGE Buckley, President.

Aggregate Balance-sheet (ab 30th of March, 1889, including London Office at 31stof January, 1889).—Dr. : Liabilities:— Capital paid-up—loo,ooo shares of £7 each, £700,000 ; 25,000 shares of £10 each—£lo paid up, £250,000 ; 25,000 shares of £10 each—£7 paid up, £175,000 ; less calls unpaid, £176—£174,824; notes in circu lation, £478,154; bills payable in circulation, £2,015,26617s ; deposits and other liabilities, £10,088,29310sId: balanceof profitandloss, £88,4491257 d : t0ta1,£13,794,987 19s Bd. Assets :—Coin and cash balances at bankers, £2.287,367 17s lid; money on short call in London, £164,952 4s Id ; bullion on hand and in transit, £198,043 Gs 6d ; Government securities, £37,521 7s 9d ; bills receivable and securities in London, £2,253,722 3s 9d; bills discounted, and other debts due to the Bank, £8,480,768 6s 3d; landed property, bank premises, &c, £372,612 8s 5d : total, £13,794,987 19s 3d. Profit and Loss Account.—To dividend at rate of 7 per cent, per annum, £33,063 ; balance earned forward, £55,386 12a 7d : Total, £58,449 12s 7d. By balance from half-year ended 29th September, 1888, £33,968 10s 8d ; net profit for half-year ended 30th March, 1889, £43 360 Is lid; premium on new shares allotted above par, less charges and costs, £11,121: total, £88,449 12s 7d. — The chairman said (hat they would take the report and balance-sheet as read, seeing that it wag printed, and proceeded to say: in considering the balancesheet laid before us to-day embodying the result of the first half year's working of the Bank in its re-constituted shape, we must bear in mind that the conditions which adversely affected the previous half - year prevailed to some extent in the opening months of that now under review. Your directors still coneidered that prudence demanded making the maintenance of the bank's strength the paramount object. With tins in view it is not a matter of surprise, nor need bo of much regret, that the aggregate figures show some shrinkage, as compared with the corresponding period of 18SS. On the other hand we may congratulate ourselves upon the amount of net profit earned duringthehalf-year ; the increase of £10,000 as compared with tiie previous halfyear, being, let us hope, an earnest of a gradual return to the figures of former days. Ib may strike you that the better result is due to the employment of the new capital paid up during the half-year, and this is true to some extent; but you will recognise that new money cannot, with a due regard to safety, be rapidly put to profitable use, and, as a matter of fact, the £424,824 of fresh capital only became available gradually as the half - year advanced. Its effects should be more fully apparent in the future. Turning now to the figures of the balancesheet. Your attention will no doubt be first drawn to the increase as compared with last balance-sheet in the item "Capital" which now stands at £1,124,824. The 50,000 shares which your directors were empowered to offer for subscription have been taken up — 25,000 in tho colonies and 25,000 in London. As you are aware £7 per share has been called up on the issue in the colonies, but on the London issue £10 has been paid, it having been found desirable to accept payment in full to ensure subscription. 'Die Bank's subscribed capital now amounts to £1,200,000 with a reserve liability of £1,500,000. Bills payable show an increase of £752,000, but there is no significance in this, it being merely the result of ordinary business operations. Deposits show a decrease of some £600,000. This is accounted for by withdrawals which have been made chiefly in London, and which were expected and provided for. They took place largely in the early part of the period, at a time when there was a fooling of uneasiness as to the condition of things in this colony generally. lam now glad"to say that the Bank's deposit business is an improving one. On the asset side I would point to the item "Coin and Cash Balances in London," £2,287,000, as evidence that the Bank is determined to maintain a position of financial strength. In the items " Money on short call in London " and " bullion on hand and in transit," there has been a decrease of £450 000, but this is merely owing to the fact that it has suited our arrangements to hold our asset in another form. I would, as ao-ainst this, direct your attention to the item "bills receivable" "and securities in London," £2,253,722; an increase over tho same item in the last balance-sheet of £1,613,000—a more than ample set-oft. " Bills discounted and other debts due to the Bank " are loss by £580,000. Some considerable amounts ha ye been received in reduction ofadvances which had become unwieldy. Other customers again have taken advantage of low rates, offering for permanent investment to borrow on their properties outside their bankers. There is now a healthy demand for banking facilities and the tendency is the other way. With the balance brought forward from last half-year and the nee premium(£ll,l2l) received on the now issue of shares we have a total available profit of £88,449. _ Out of this we have pleasure in recommending that a dividend at the rate of 7 per cent, per annum, absorbing £33,063, be paid, and the balance, £55,386, carried forward. To give effect to tho promise made at a previous meeting to bring the deed of settlement in some respects i"fco conformity with existing requirements and conditions, vourdirectorshaveto propose certain amendments and alterations. These are now before you, and an expression of your opinion will be sough b thereon. They have also had prepared an amendment.to the Act, and duo notice has been given of the Bank's intention to bring forward such Bill during the next session of Parliament, Your directors promised to see how far profits could bo increased by judicious retrenchment and neutralisation. They are fulfilling thenpromise in this respect, and the result ot their endeavours will, it is hoped, be apparent in increased profits in the future. It is gratifying to note that _ the signs of returning prosperity, to which I was able to refer at our last meeting, have since become more pronounced. A bountiful harvest, saved in excellent condition, is meeting remunerative prices at our own doors. The- revival of the flax industry, the steady demand for our dairy produce, the improved tone of the wool market, and the development of the frozen meat trade, are amongst the factors that arc working towards a better state of things. Renewed attention is being directed fa*

wards us from outside—from Australia, where our advantages of soil and climate have recently been brought into sharp contrast with the disastrous droughts that have again afflicted our sister colonies, ua well as from London, where the marked rise in our Government securities speaks of growth in confidence and favour with the investing public. The settlement of our lands goes steadily on, izicreasing the number of producers and, in this way, the national wealth. The finances of the colony have been brought into equilibrium, if, indeed, there is not this yoar a surplus. There are, I think, plain indications that the habits of thrift engendered by past adversity are producing their natural fruits. Reviewing these considerations you will doubtless agree that I am justified in taking a confident view of the future. I do not look for a " boom" —we do not want " booms" — but for a steady growth in national pi-osperity in which we, as a bank as well as individually, must share. You will regret to learn that the health of Mr John Murray, our General Manager and Inspector, has not permitted his resumption of active duty. The Board, who are desirous to foster and strengthen by every means in their power the strong relationship formed in London, and the renewed confidence that is being manifested there, have taken advantage of his absence from head office and requested him to proceed to London, where, in concert with the London directors, he will doubtless be able to render valuable service in the interests ot the Bank. Mr G. E. Tolhurst, our manager at Wellington, has been appointed to aot as General Manager and Inspector during Mr Murray'a absence. Sir Ftederick Whitaker having, during the period under review, resigned his seat, the Board filled the vacancy by the appointment of Mr Arthur Bull, who now ceases to be a member of the Board. He has however given notice of bis candidature for the vacant seat. Gentlemen, I now beg to move, "That the report and balance sheet be adopted.—Mr W. Wilson seconded the adoption of the report and balance-sheet, and the motion was carried.

Directors.—On the motion of Mr Jas. Russell seconded by Mr Allan Taylor, Mr Arthur Bull was re-elected a director of the Bank.

DjiED of Settlement.—The Chairman said that at.the last meeting the question of alteration of the deed of settlement had been mentioned. The directors had considered the matter and had brought forward the following suggested amendments for the consideration of the meeting. They were as follows : — Clause 22 : The words three, thousand to be substituted for two thousand wherever they occur in the clause. He explained that the alteration provided for extending the number of shares which may bo held by one proprietor from 2,000 to 3,000 shares. The recent increase in the Bank's capital from one million to one million and a-half had evidently rendered this extension desirable. —Mr \V. Wilson seconded the amendment, which was adopted. Clause 23: The Chairman next moved, "That instead of the first paragraph of Clause 23, the following words shall be substituted : —' That no person, or persons, shall be deemed or taken to be a proprietor of, or to have any interest in any share, or shares, of the said capital, until he, or she, shall have signed, either in person or by attorney a memorandum in writing—in such form as the Board of Directors may from bimetocime approve—agreeing to be bound by the Deed otcjettlemoutofthecompauy.'" Heexplained chat the modification of this clause would dispense with the necessity for new shareholders signing tho deed oisettlement which would, no doubt, be welcomed by investors in the Bank's shares. Mr Taylor seconded the motion, which was adopted Clause 26: The Chairman moved that Clause 26 should be deleted, as it was unnecessary after the other alterations. — Tins was seconded by Mr W. Wilson and adopted. Clause 28 : The chairman moved "Thatthe words 'execution of this deed or a duplicate thereof shall be doleted from ciau.se 23, and in lieu thereof Jthe following words shall be substituted, viz. : —'The signing of a memorandum agreeing to be bound by the Deed of Settlement as hereinbefore mentioned.' "—This was seconded by Mr Wilson and carried by those present, clause 62: The Chairman moved, "That between the words 'to ' and ' such 'In the 7th line of clause 62 the following words shall be inserted:—'The Company or.'" He explained that the amendment would have tho efleet; of facilitating the Bank's dealing with effects which had come into their possession. Ho might state that as it stood at present when property came into the hands of the Bank it had to be conveyed in trust. Tho proposed alteration would' give directors tho option of either taking it in trust or conveying it to the Bank. Mr Wilson seconded the amendment, which was adopted. Clause 84 : The Chairman next moved, "That instead of the words ' one thousand live hundred '. in tho last paragraph of clause 84, the words ' three thousand ' shall be substituted, and instead of the word ' fifty 'in the said last paragraph the words ' one hundred ' shall be substituted." Ho explained that this was necessary in consequence of the increase of the number oi proprietors holding shares. The efl'ect at present was that 330 proprietors, holding 22,000 share?, in Auckland could vote, bub under the amendment option would be given to the whole 150,000 shareholders to vote. At present to do that it would require that-150 proprietors should be presenttocarryit out.—Mr Wilson seconded the amendment. Clause 85: The Chairman moved "That all tho words after 'respectively 'in the 85th clause shall be deleted, ar.d iv lieu thereof the following words shall be substituted :—' Together with the power of attorney, in tho case of a proxy by agent, shall be left at the principal office of the Company in Auckland, at least twentyfour hours before tho time fixed fox- the holding of the meeting at which such proxies m~e to be used.'" He explained that the suggestion was merely one dealing with the U2e of proxies. It was to provide that the proxies should be sent in 24 hours previous to the commencement of the meeting.—Mr F. G. Ewington asked if that meant that any person going away required to go to the expense of ge> ing power of attorney ; if it did he thought that the change would be unwise.— Mr C. E. Button said that ifc only referred to cases where proxies were held by agents. The Chairman said that the shareholders in England would bo. asked to send proxies tq the meetings without power of attorney,—Mr Wilson seconded the motion, which was adopted.— Clause 95 : The Chairman next moved that clause 95 be amended. At present it read : "That the qualification for an auditor shall be the same in all respects as^that hereinbefore prescribed in respect oi directors of the Company and that he shall be also subject to the same disqualifications. And eyevy auditor who shall act as such whilst unqualified or disqualified shall, receive no remuneration for his services, and shall forfeit and pay to the Company the penalty of one hundred pounds, to be appropriated to tho ugo of the Company and applied to. tho augmentation of " the reserve fund." He proposed that it bo amended to read: '-Kb person shall be qualified to bean auditor unless he fa th.Q proprietor of at least fifty scares in. tho Company, and in all other respects an auditor shall be subject to. the same disqualifications as a director." !He explained that the alteration was simDly to rcrluco the qualification of an 'auditor from 200 tq SO shares.— ■Mr Wilson seconded, t'<,6 amendment, which was carried. Qlau.se 100: The Chairman moved that clause 100. should be svwanded so as to read • '■' Tha,t if ijt shall appear to such half-yearly general meeting desirable t&ab the Company's affairs should be naorg

fully investigated it shall be lawful for such general meeting either to direct the said auditors to enquire into and to report upon the affairs of the Company generally or in their discretion to appoint any two or more proprietors as special auditors for that purpose, provided always that the proprietors so appointed shall be duly qualified to be elected directors as hereinbefore provided." He explained that this referred to special auditors. When required, special auditors must hold thesamequalificationsasdirectors. —This was seconded by Mr W. Wilson.— Mr F. G. Ewington thought that the same number of shares should do for a special auditor as .for an ordinary auditor.—Mr Green did not think that it should be reduced to 50 shares. A committee so appointed was really the ruling power of the Bank for the time being, and it was not desirable that so large a power should be delegated to those who were holding so few shares. It was not a question of special auditors. It was more like special accountantship.—Mr Reader Wood thought that the qualification of auditors' should be the same as that for directors.— Mr Ewington said that it did not follow that because a man owned 100 6hares he would take a greater interest in the Banks affair's than a man who owned 50 shares.—He moved "That the qualification shall be 50 shares."— The Chairman : If you negative the resolution, it will stand that way.—Mr Cherry thought the proposal made by the directors a most prudent one. The question whether a director held 50 or 100 shares was immaterial, because an auditor would not be elected unless he had the confidence of a majority of the shareholders.—Mr Ewington withdrew his amendment and the clause as amended was passed with two dissentient voices.—TheChairman moved, and Mr J. L. Wilsonseconded.thofollowingamendmentto clause 105 :—" That no dividend shall be paid in respect of any share upon which any instalment or instalments shall be in arrear until such instalment or instalments shall have been duly paid and satisfied. But it shall be lawful, etc." The Chairman explained that this was merely formal, and the clause was passed without dissent.—ln answer to Mr R.eader Wood the Chairman stated that the deed of settlement would be reprinted with the alterations now made.

Share Register.— Mr G, P..Pierce said he understood that an alteration was to have been made in the deed of settlement in regard to the share register. He thought that the share register of the Bank, like the share register of every joint stock company, should be open for the inspection of every shareholder. Ifc was highly necessary for shareholders to know who were their copartners, and whether the directors had the requisite number of shares.—The Chairman said that this question had not escaped the notice of the directors, but was brought before the shareholders in October, 1879, and a resolution was passed that the share list should nob be open for inspection. There was much to be said on both sides. The Bank was in a different position to a public company; the names of shareholders were published every half year, but the numbers of shares were not given. The resolution of the directors in 1879 was not questioned, and the present Board saw r.o reason to alter it.—Mr Boai'dman spoke at length in support of Mr Pierces contention, and it was then pointed out by Mr Ewington that the third section of the deed of settlement precluded anyone getting access to the share register.—The Chairman said ifc would be necessary, in order that any alteration should be made, that notice of motion should be given, and ib would corae on at the next meeting. Amendments made to the deed of settlement would be submitted to outside shareholders, with a form of proxy attached, for confirmation, at the next half-yearly meeting. A special meeting would be called for confirmation of the resolutions in order that they might take effect at once. Thanks.— Mr J. H. Upton moved a vote of thanks to the directors and officers of the Company for their services during the past half - year. He said everyone knew that the Bank had been through unexampled difficulty, and those who had ■ steered the ship safely were deserving of hearty thanks. Mr Upton also paid a graceful compliment to the ability of Mr Murray, Inspector, who is on leave of absence owing to ill-health, Mr Ewington seconded the resolution, which was carried. The Chairman, in acknowledging the vote on behalf of the Board, said that he thought he might claim that the directors had used their best efforts in looking well after the affairs of the Bank and the interests of shareholders. It would be. gratifying to them to know that they had the confidence of the shareholders. He called the attention of shareholders to the valuable services rendered to the Bank by Messrs Johnson and Horton as a deputation to London, and added that their services would not be forgotten.—Mr Tolhurst returned thanks on behalf of the sbaff and said that he would have great pleasure in informing Mr Murry of the kind terms in which he had been spoken of by here.

The rough minutes were then read and the meeting terminated.