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SOME PLAIN SPEAKING. We are indebted to the ‘Daily Times’ for the following report of further proceedings at the annual meeting of shareholders on Thursday;— Major George said it was necessary ha should point out that the joint action of those two honorable gentlemen (Messrs Buckley and M'Lean) was not the result of any separate and independent judgment on the bank’s affairs. Mr M‘Lean had not visited Auckland since the last half yearly meeting, when he concurred in the report and expressed himself pleased and satisfied with the state of affairs. Since then be had been urgently requested by members of the Board to come to Auckland and judge for lumseß, but he preferred to be guided by M l ß « kl f7v Il . was ver y difficult to judge astoMrM'Lean’s motives, for he believed Mr M'Lean was a wealthy man. Mr Buckley, however, appeared to have been actuated by spite &s well as avarice. He thought he was safe in saying that there was evidence in that room to prove that K, r Buckley had slated that he came out to fM» colony with the intention of breakh ' t h« bank. On many occasions he h*d heard him say that if he did not get would “smash the bank.’’ »i P “ d f £! bank,” as he more forcibly Dnt threats commenced in Oetollrr i.lf . SMS 10 • «■« fits &4S

Mr Buckley • It i a f alge> Major George s It U true. On many ocoaswna Mr Buckley had said eo.Ldthe dates he would give if the meeting desired? Voices i Let us have them all. 8 ftR, e “ r « e “W they were as follows f .“ tb ° Bt ? ber . at the Board meeting he threatened to resign and ruin the bank if he On Z ?mi, h n ( l e K an< l 8 on the honorarium. On the 30th October he repented the same Sr Board oll - he he threatened the Board m a similar manner, Captain toe BoarH 3 t gto « , ‘ a S ain MmldJtipg On fS oo’n 1 " u Pß“rt» r ag Captain Colbeokf On the 29th April lie threatened to leave a “ d T ™! n th«V jnk> and that he £ ld L .®f n 8 re ® lf T j ation in bis hands, and he OntiT. a* 6 14 a “d hia own f or the pnrpise, r, fw,? -“ n May at the Board he demanded a year out of the honorarium, or he ..ould leave and break the bank. For the sake of peace and in the shareholders’ interests that gentleman was permitted to grasp over two-fifths of the honorarimn provided by the shareholders for the services of seven directors, and he also in a most unseemly manner took possession of a furnished house, carriage house, etc., belongs ing to the bank and which he now occupies, A Shareholder: For which he pays how much? r J

Major George: No amount, Mr Buckley: I appeal to Mr Murray whether I do not pay for the house Ll5O a year?

Mr Murray: I think, Mr Buckley, the consideration you gave for the house is the maintenance and keeping of the honu and—

Mr Buckley: The arrangement was that L should pay the wages of one or two persons employed at Mr MitoaClson's. and I have paid them.—(Oh, oh, and laughter,) Major George said Mr Buokley also got his share, L4OO, of the amount for payment of the Committee. After grasping all he oould and selling his sham, making himself T nt °?V nt l streets and did all could to depreciate value of the share* holders property, and bis relative Mr M Lean wa,i nok muoh better. And these gents wished to pose before the shareholders as their protectors and helpers. Well, he ~ f l '® accept them in that position. They m .ght be rich in pocket by their action, bnt in his opinion they had stripped themselves naked of honor, and he would rather be the noorest man in this room than. either of them.

Mr John M'Lean asked Major George to state in what particular way he had attempted to injure the bank. Major George: Yes. By selling yonr shares when you were a member of this Board.

Mr M'Lean asked if every man who sold his shares did so to injure the bank. From the foundation of the bank he had been one of the largest individual shareholders, and until some time ago he had never at{ tempted to sell a share. A lot of what Major George had said was claptrap, and he believed that gentleman had made a lot of misstatements.

Major George: I can prove them all. Mr M‘Lean said Mr Buckley never would have been there but for him, and he (Mr M'Lean) never would have been there bnt for Mr Murray. He had lost more money by the bank than Major George had in it. There was not a shareholder who had tried to serve the bank more than he had. Mr B. Macdonald Scott: You don’t hold any interest in it. Mr M'Lean; lama shareholder. Mr R. M. Scott: How many shares ? Mr M'Lean : I cannot tell how many. Major George; Ten, I think: and you had 700 odd.

Mr M'Lean: Ido not know exactly. Major George: I do. Mr M'Lean: I have been one of the largest shareholders since the foundation of the bank.

Mr Macdonald Scott: From 776 which he held during the time he and Mr Bdokley were directors he has only ten now. Mr M'Lean; That is very likely. Mr Macdonald Scott: And you come here and insult people who hold an interest in it. Mr J. H. Upton said Mr Buckley had the advantage of every shareholder present, because he had been within the inner circle, and could represent or misrepresent to his heart’s content, and no one present oonld refute what he said. Neither was it desirable, so far as he could see, that the directors should refute. He said he thought it was wrong to discuss in detail at a masting of shareholders the matters raised by Mr Buckley. It was impossible, however, to have listened to him and refrained from comparing his present conduct with his pant conduct without endeavoring to find ont the motive which actuated him. Major George had stated that Mr Buckley had threatened to smash the bank. He (Mr Upton) had heard it stated in the street that Mr Buckley had threatened to smash the hank —that he came from England to smash the bank—and Mr M'Lean had told them that but for him Mr Buckley would not have been there. Heavens ! Would to God he had never been there! He (Mr Upton) considered that Mr Buckley’s conduct had been diabolical. If all the persons in that room had been rich people, or if all the shareholders had been rich people, it would not in the least have mattered. But Mr Buckley had used his knowledge to divest himself of every responsibility, leaving poor shareholders—widows and persona who bad in* vested their all in the bank—face to possibly with ruin. No one could tell the effect of Mr Buckley’s words would be. His only hope was that they might be dis* counted by the effect of the address and the remarks mafo by Major George and other speakers. For his own part, he repudiated Mr Buckley’s words He did not believe thorn. They had report of the Commit** of shareholders before them, and they were assured in that report by persons in whom they had the fullest confidence that every cousideration had been given to the liabilities due to the bank, and that ample provision had been made. VA ho were those persons ? The late ,es ' as 116 a man unknown

among them? Was he a careless man? Did he not look into things? Was he not in the habit of looking into evidence ? And when the matter for this report had been placed before the late Mr Justice Lillies, was it likely that he would have been easily hoodwinked ? Mr Buckley himself was a man of ability. They all recognised his ability, but deplored its application. Mr Buckley, when he last occupied tie chair as president, had stated in the most emphatic manner that the most absolute provision had been made for bad and d mbtful debts. Now, however, he had stated that was not so. He could not sit down without once more expressing Ins opinion in regard to what had been said by Mr Buckley. He regarded Mr Buckley s conduct as thoroughly dishonest. M. Buckley had sat in the chair as their representative not so long ago, whilst the late manager, Mr Murdoch, stood in the room something like a stag at bay, and Mr Buckley had then sat there as the incarnation of honor; and it was he who had charged others with want of honor. And the way in which he had shown his honor was to sit there day after day, and, finding out that his policy, whatever it might be, was resisted by his brother directors—and actuated by what he would characterise as small greed, from what Major George had said—to seize all he could of the honorarium, and then quickly, meanly, and cowardly to sell his shares.—(Hear, hear.) No wordi that he (Mr Upton) could litter would be sufficient to characterise Mr Buckley s condU Mr Buckley said that a serious charge had .been made against him, and he might say at once to the shareholders that he was quite prepared in quiet to meet the charges made against him by Major George or any other man. He had come there to make an explanation due to himself and due to the shareholders. If he had gone away and left the shareholders, they might then have had something against him. He was prepared to meet the shareholders anywhere.-(A Voice: “After you have madeyourselt sale. ) It was all very well to make charges in that Mr Buokland said hejhad not intended to intrude upon the meeting, but he felt exceedingly and strongly that if there had been a mean action on the part of any person in authority, that mean action had been committed by Mr Buckley. He condemned the action of Messrs Buckley and M'Lean m the strongest terms. A more characteristically mean act was never performed by any man who called himself a gentleman. A man who acted like Mr Buckley damned himself for all time—and he was going to say for eternity too, but there was chance of repentance even for men like him. (Cheers and laughter.) Mr John Murray said he regretted extremely that Mr Buckley had thought nunself called on to make the statement which he had just read to them—(hear, hear) Tbecause the position had not been essentially altered since April, when he made the speech from that chair, and he (Mr Murray) failed to see if such an explanation was not required then that it was called for at this particular moment. It seemed to him to be, if anything, less called for because the directors, without casting any reflections on the Shareholders’ Committee, had reported to the shareholders that there was a considerable deficiency in the earlier stages of the realisation, and had recommended that the control of the bank be transferred to London, where tbe whole matter would be gone into by a new and strong Board, who woold be in a position to take effective measures to meet the necessities of the case, whatever these might be found to be. He feared some shareholders would think that Mr Buckley had not shown such consideration for their interests, and indeed for larger interests, as they were entitled to expect.— (Hear, hear.) He regretted also, on personal grounds, because he was compelled on behalf of the bank staff—of which he had bean so lately a member—to traverse Mr Buckley’s contention, expressed or implied, that they were exclusively responsible, The estimates end expectations of the Shareholders’ Committee had proved, in a number of instances, too sanguine. As Mr Buckley had not thought fit to furnish them beforehand with a copy of the elaborate statement he had prepared at his leisure, it was obviously impossible that he (Mr Murray) could go into its details on the spur of the moment, because communication with officials at a distance and .examination of books and documents was necessary. He was, moreover, at a special disadvantage, inasmuch as he had been absent from Auckland during the greater part of the last twelve months, taking no part in the ordinary administration of the bank, and since his return a few days ago he had not had time to go into accounts and details. But upon the general question he desired, at that stage, to say something as to the preparation for the Committee’s work, and to facilitate it lists of all the accounts and assets of the bank were prepared for them, with the fullest explanation, and in the case of landed properties with valuations by independent experts. That there was no reason to anticipate unduly favorable reports being made would be apparent when he mentioned that of the seven principal branches in the colonies, the managers of five had been changed within a period more or less recent. The gentlemen furnishing these returns had therefore no personal interest or bias leading them to hide anything, or make matters look better than they believed them to be, The danger was, perhaps, rather the other way. As to the other two branches, the deficiencies which had arisen had not occurred at them. The returns certified to by the managers and countersigned by the inspectors of the several districts were placed at the Committee’s disposal. Mr Bucklqy was a member of that Committee, the most prominent and active member of it. He also became president of the bank, and in both capacities had every opportunity of becoming familiar with their affairs. He in fact occupied that room, spending nearly every day in it. He had the records of the bank at his command, The officers would bear him (Mr Murray) out in saying that his instructions were—- “ Managed, and by judicious realisation of securities, the amount named should cover all losses," having in the meantime signed a memo, containing the following extract “ The Committee are guided in making this estimate not only from accounts and valuations submitted to them, but also from their own personal knowledge of the general condition and prospects of the various parts of the colony in which the bank holds these assets.” Then after another six months’ experience, when nearly all the deficiencies to which he now referred had developed themselves, he delivered the speech from the chair at the last April meeting in the responsible position of president, saying nothing about what now so much exercised his mind. Under these circumstances, he respectfully •submitted that Mr Buckley was not borne out in this centention. But, after all, was he not making too much out of the present deficiencies ? Were they to look for nothing from the future? Were they to suppose that this will never be a prosperous colony ? It is only some three or four years since the net profits of the bank considerably exceeded L 200,000 per annum, and if reasonable time were given to work out these ‘ifalio accounts he did not hesitate to express the opinion that they would work themselves out. He must again express his regret, in the int> rests of the shareholders, that what seemed to him unnecessary and injurious dismiss! m had been raised.— (Cneers.) Mr J. B. Russe l said that it was hy Mr Buckley’s own action and on the faith < f his representations that he had been induced to buy as many shares in the bank as the bank would allot to him. He was one of the first shareholders on the first day that the hank onrned its register. When the last diseusJon on the bank’s affairs took place Mr Buckley occupied the position of chairman, and assumed the ride of the virtuous, commercially honest, and moral man—he used Mr Buckley’s own words to himself. On the faith of Mr Buckley’s statement in the chair and on the faith of the report, he Applied for every share that he could nrtgsibly get from the bank. J hey had as ; men and as honorable men on their hoard of directors as Mr Buckley, and he had the utmost confidence in them. Mr IWklcv said to him: “You gentlemen in Auckland imagine that the bank belongs to you, but I am here a. the representative of JevM-e iglithl of the shareholders. And

thU was the gentleman who aeked them to allow him or some others to get another LI ,000 or L 2.000 for an investigation. Mr F. G. Ewington said he had a question to ask. It was this: Mr Buckley having stated that further losses amounting to over L 300.000 were made by the bank on certain estates named, he would ask : Have all the assets of those estates been realised ? The Chairman replied “ No.” Mr Ewington then went on to say that it that were the case Mr Buckley was speaking without the book, because, on realising those estates, the assets might be more than was estimated, especially as they consisted partly of real estate. Mr Arthur Bull said he would bo glad to he allowed to make .1 few remarks. He was one of those who, having no interest in the hank at the time of the issue of the Committee’s report, was induced by that report to take up shares, presuming it might be taken for granted that before the liberal response made by the public in subscribing for these new shares the value of the old shares would have been small. Then they had this state of things : That the members of that Committee recommended these new shares to be public, with the result that the value of their own shares was rehabihtated; and then, within a short period, Mr Buckley (as president of the bank) and Mr John M'Lean, of Redoastle, Oamaru—two prominent members signing the report of that Committee and recommending those shares to the public—sold out their holdings (except a paltry five or ten shares), retaining their seats on the Board until disqualified by so doing. He did not envy those hon. gentlemen. Mr Buckley was reported to be wealthy ; Mr John M'Lean was stated to be worth L 30.000 or L 40.000 a year made in this, our adopted country, the welfare of which was largely bound up with that institute. And he said that both these men had been guilty of conduct unutterably mean, cowardly, and avaricious. Mr M'Lean said the value of what a man said depended upon the truth of it. Mr Bull had just stated that he (Mr M'Lean) sold out whilst he was a director. He was only a director a few months. Mr Bull: You were a director when your shares were sold. . Mr M'Lean : I sent in my resignation last April. I then left the bank. Mr Bulls statement in regard to him was incorrect. Mr Bull contended that he was quite correct. Mr M'Lean’s resignation was withheld until Mr Buckley got rid of his shares. He could prove it. Mr Buckley flourished Mr M'Lean’s resignation in front of the other members of the Board to compel them to do what they wanted, and after he had sold out he put in Mr M'Lean’s resignation after the latter had become disqualified, Mr Buckley pointed out that he had asked the shareholders if they would appoint a small committee to look over the accounts, and they had said “No.” As to Mr M'Lean s resignation, Mr M'Lean had placed his resignation in his (Mr Buckley’s) hands, but the Board had no one to put in his place at the time, and the resignation was therefore kept back for the convenience of the bank to a great extent. Mr Scott: Von have only five shares. You have no right to open your mouth.

Mr W. Aitken said that at the last meeting Mr Buckley, who was then president, stated that the bank was in a certain position. Was it before or after he found that the bank was not in that position that Mr Buckley sold out his shares ? It was that gentleman’s duty to have called the shareholders together and showed them the position in which they stood. Mr Buckley did not acknowledge the right of anyone to say that a director had not the right to sell his shares at any time he thought proper. He did not sell his shares until his resignation was accepted. He repeated that if there had been a full disclosure to the Shareholders’ Committee before they made that report their estimate of losses would have been double, treble, and perhaps four or five times more. He had proofs of this almost equal to the various speakers. He would be able to review the discussion only very shortly. The personal matter had been introduced very much against his wish, and came from Major George and Mr Bull. The whole position of the Shareholders’ Committee was outof place there. Ithadbeenfoughtoutamong the Board some months ago, In regard to a remark by Mr Upton that he did not believe about the L 300.000, did not he (Mr Buckley) say that this account should be submitted to a committee ? The question was: Were the shareholders prepared to have dust thrown in their eyes ? He maintained that this had been done year after year. He contended that the deficiency existed, and would have to be provided for —if not now, some other year. He appealed to the members of the Board. They knew very well that there was one reason why he had sent his resignation, because they wanted to cover this up, and he would not be a party to it. Major George : That is absolutely untrue. Mr Bull: There is not one word of truth in it. Mr Wilson: It is absolutely incorrect. Mr Buckley said that the very last time he attended a Board meeting Major George (he took his words down) said: “These deficiencies will not be known nor any notice taken of them if you do not raise the question yourself.” Major George : That is absolutely uutrue, as most of your statements are, Mr Buckley : I am quite prepared to make an affidavit. Major George : After your conduct, I will no more believe you on your oath than 1 believe you now. Mr Buckley: I do not ask you to believe me, but am prepared to make an affidavit, because I took notes of it at the time. Mr Buckley went on to say that he suggested that the accounts should be left to a committee, but the shareholders had declined, Mr M'Lean’s resignation had been kept back, not on his account, but on account of the bank, And, with respect to the selling of shares, there was no secrecy whatever about it. He told the Board that the shares were ia his hands and would have to be sold. With respect to the transfer of shares to Australia, Mr Johnston, one of the Committee, said that he wished to sell his shares, and he made a remark to the effect that rather than bring the shares down it would be better to put them on the Australian register, and he (Mr Buckley) also sent over some of his shares. Since Mr Johnston’s shares went on the market, and they were known to be his, the price went down from L 9 15s to L 7 10s.

Mr Scott: Barefaced roguery.—(Laughter.) Mr Buckley, continuing, said that no one had felt more strongly the position of the Shareholders’ Committee—the position that they were placed in by being misled by false certificates. They had spoken about his remaining on the directorate, but he had been waiting to leave the directorate every day, lie challenged Mr Murray to deny thus before he went to London he insisted upon his (Mr Buckley’s) promising that he would remain on the Board, and then after Mr Murray left for London he (the speaker) wrote to him and pointed out that a large sum was wanting for the ylobo accounts, and urging that if nothing could bo done to save the bank, he would at least rave the goodwill of it. He would not have referred to this had he iot been attacked. On the 20th of May i,o wrote to Mr Murray again, and told him Tml Mr M‘T.(mh and be (Mr Buckley) had pone inr.o ihe accounts tan fully. 'J bey bad made up their minds to sever their connection with the bank, and wished to do so by Ike end of July. He had felt bitterly the Idsc position in which the .Shareholders’ Committee, had been placed, owing to the position of the bank not having been disclosed before they made their report. On Ihe 17th of June he wrote saying that he (lid not consider himself justified in remaining on the Board, aud he again wrote mi June 24 that the bank wea bleeding to death and driving to the inevitable ; that the shareholders were being deceived, and that every day now they were getting more reconciled to the position. He kept writing Mr Murray of the position of the bank, and warning the directors here too. Mention bad been made as to tbe late Mr Justice Gillies. He could only say that he had met him several times. Mr Justice Gillies did not say anything to him or mention the subj ct in respect to those deficiencies coming on. The position, however, was considered so serious that he (Mr Buckley) considered hj his duty to let him know of it. He met him by appointment, and he canm to the bat king bouse,aud they went overall those accounts

just a fortnight or three weeks before Mr Gillies’s death. He was the originator of the Committee, and the chairman and he had said: “No imputation as to the honesty and integrity of the Committee in making their report can be allowed to rest upon them or blamed to them hereafter. Explanation must be made to the shareholders on behajf of the Committee.” Judge Gillies also stated that pressure of business in Court had prevented his meeting him earlier, but before they met again Mr Justice Gillies was dead. He (Mr Buckley) said that the Committee bad acted most honorably, and pointed out that when they were ollieially appointed they bad between them 1,500 shares, ami though the shares bad gone down in value they had rv.-ver fold out. The shareholders seemed to nave fm • gotten that lie had lost money, and is had been a sacrifice which no mao should be expected to make that he should remain as a director. He knew that there was a very wrong impression about that he had oeen handsomely paid, but he could not acknowledge that he had been paid foi anything he had done. Uc had churned that his expenses whilst he was iu Auckland in connection with the bank should he paid. He had to keep up a house in England, and remaining here was a loss to him. When he left Auckland, after paying his expenses, he would be very considerably out of pocket through his connection with the bank. Mr Buckley then proceeded to read a letter dated March 9, 1889. The President interrupted, and protested against the letter being read, saying that Mr Buckley was pledged not to read it. Mr Buckley, however, went on and read the letter which was signed by Mr G. Tolhurst, and two other officers of the bank, and which drew attention to the continuous heavy losses on foreign deposits, but stating that they were prepared to carry on the business of the bank until the directors could communicate with the shareholders and the Loudon Board. That was the predicament the Board were placed in, and why they did not say anything before. Why did Mr Murray go Home to see if any arrangement could be made to strengthen the bank? Why wa« he (Mr Buckhy) asked to stay in Auckland till Mr Murray came back, but for the same reason ? The shareholders had been misled, and he blamed some of the head officers. He denied that he had used any threats about his resignation, He said he would remain on the directorate till the end of August, and he kept his promise. He did not flourish Mr M'Lean’a resignation in the face of the other directors. He said that they could have it any time to suit their convenience. Ho was quite prepared to meet not only the Auckland shareholders but also the shareholders in other places and give a full explanation of affairs.

Mr Murray said the directors had in formed the shareholders that the ylobo accounts at this stage showed a considerable deficiency, but they did not think it in the interest of the shareholders to refer to that more precisely, as they proposed that the control of the bank should be remitted to an entirely new set of people in London, who would be in a position to deal with the question. Was it to be assumed beforehand that these gentlemen would probably deceive the shareholders, and not tell them how their affairs stood ? The Board recommended the shareholders, before going into these details, to put the bank into the hands of men who could cany it through. The discussion which had been raised by Mr Buckley would be injurious to the bank. The London Board were in a strong position, and from the_ assurance he had received they were prepared to take the bank up; and, notwithstanding what had been done, he was not the least of their carrying it through. The question was: Did they want any more talk there about the batik ; or did they say that they would remit matters to a new set of gentlemen who would go into the wholo question, and who, ;beine themselves largo shareholders, might'he expected to act for the best interests of the. bank ? (Cheers.) The President characterised a good deal of Mr Buckley’s talk as “bunkum.” He contended that the bank was as safe as the Bank of England. He did not say that they had no losses, but the ylobo accounts would come out perfectly fair if the directors were allowed to nurse them for a reasonable time.

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BANK OF NEW ZEALAND., Issue 8049, 28 October 1889

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BANK OF NEW ZEALAND. Issue 8049, 28 October 1889

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