Shareholder’s Brush With Chairman

Press, Volume CII, Issue 30302, 30 November 1963, Page 14

Shareholder’s Brush With Chairman

(N.Z. Press Association) WELLINGTON, November 29. “I haven’t come all the way from Napier just to listen to you,” a shareholder told the chairman of R. A. Brierley Investments, Ltd. (Mr R. A. Brierley), at the company’s second annual meeting in Wellington today. The shareholder, Mr R. P W. Garner, clashed with the chairman during a move to increase the directorate from three to five. Mr Brierley had asked a shareholder to re-nominate the secretary (Mr J. S. Lawrey) who was retiring by rotation. Mr Garner said he did not doubt Mr Lawrey’s ability but he felt that, in principle, it was unwise to have the secretary of thn company on the directorate. The articles allowed up to eight directors and “in an organisation such as this, with finance no easy field, we would be well advised to increase the number of directors from three to, say, five,’’ Mr Garner said.

When he attempted to move a motion to that effect, he was over-ruled by Mr Brierley, who pointed out that the chair had already invited a shareholder to re-nominate Mr Lawrey. “In my 40 years’ accounting experience your way of going about it is a little odd. to say the least. The shareholders mightn’t want Mr Lawrey,” said Mr Garner. Mr Brierley: I was only trying to give you details. .. . Mr Garner: Details, details. You are full of them, but they are not the right sort." Mr Brierley again asked one of the seven shareholders in the body of the room to re-norr inate Mr Lawrey. He was then proposed and seconded, and when the motion was put, Mr Garner voted against and asked his vote to be recorded. He agaii emphasised that there was no personal feeling involved—that it was a matter ot principle. _ “I know of one company in Wellington which has a secretary who is a director, but it is a trading concern. I feel that in this company’s case it is most unwise.”

Mr Brierley: With all due respects to you, that is rubbish.

S arner: You are entitled to your opinion Mr Brierley: It is not an

opinion. It is a statement of fact. As chairman. I bear the major responsibility, and it was at my request and at my invitation that Mr Lawrey accepted the position. He said no nominations had been received for the directorate. Mr Gamer: Can I ask you whether you have any thoughts on increasing the directorate? Mr Brierley: I have no thoughts on increasing the directorate. I thank you for your comments. A few minutes earlier Mr Garner had again clashed with Mr Brierley in attempting to put a motion which the chairman would not accept. Mr Garner asked whether the administration and operating expenses of the parent company, listed as £7534 in the balance sheet, could be given in a little more detail. Mr Brierley said the direc. tors were conscious of the need to keep the figure as low as possible and said that, although he did not have the details with him, he would be pleased to supply them to any shareholder. Mr Garner: There a*-e no aspersions on my part, but I feel the other shareholders are entitled to know, just as much as I am.

Mr Brierley replied that there were so many varied items that the issue would be

confused if they were all listed, and a deceptive picture would be given if they were split up. The company would endeavour to give shareholders all the information in future. Mr Garner moved “that, in future, shareholders require reasonable details of administration anj operating expenses.” Mr Brierley said he could only accept that as a recommendation, not as a motion. Mr Garner: Why not? I appreciate the fact that you don’t want all the information let out to everyone but any accountant knows how to do it. Mr Brierley: 1 feel it should be a recommendation, which I assure you the directors would consider seriously.” After further exchanges Mr Brierley repeated that he had no objection to showing the details to Mr Garner, but he felt he could not accept the motion. Mr Garner said it was an annual meeting of shareholders who were surely entitled to some say. Mr Brierley: I can’t accept just any motion out of the blue. I wil] accept a recommendation, not a motion. “If it is going to ease vour mind. Mr Brierley, I will be delighted to use the word ‘recommendation’,” Mr Garner replied.