BANK OF NEW ZEALAND.

Otago Daily Times, Issue 8732, 19 February 1890, Page 5

BANK OF NEW ZEALAND.

Auckland, February 14. A special general ineeUiiff of the sjiprcholilers of the Bank ol New inui\n« win held at Mm Imikin;. lioino (it noon to-d.iy. Capwni OoHi.c't, the I'ns:-di-nt, occupied the chair.

The I'JUUiIOKKT in Jjis opening obstrv.iiioii* staled Un-t, tho objeel; of !)»: mi-ci-lng was W confirm the rriolutlon passed at the nlccling of slmieholders on January lit h approving of tin: jiroJJi.snl to remove I lie htad ollieo of the bank to Lrtndon, and (or theronaideratloii ol uertwn amendment*! to tlio dcid of aiatl'jment rendered necegifif r by tLc eo'llirmation ol thai, resolution. Tbe baiik'n lei;,!] adviser had inluimed them that it was neoessury t-j pass certain resolution, ati-J those had been framed accordiuuly. He. therefore moral-" Thnt the head oflice and funeral management of the hank he removed to London, and thai, the directors taho «neh stepa as tlmy may • hink iit to remove tho same accordingly, and that this resolution Is now confirmed."

MrKG.ltwiwroxasked-.vhethcrtlwdirectorshad lake i legal advice as to tho liability of New Zealand shareholders : whether it would be increased by the re-uoval of the management to London, or whether it v,:is advisable to take any steps lo have the institution brought under tho Limited Liability Act in .Kugland.

The Pbksident: Our legal ndviser cays there is no "Cession lor thn adoption of eiicli steps. 'j'lie confirmatory resolution was agreed to unanimously,

The President said he would now proceed to move Rcriatian the resolutions rendered necessary to give effect to the decision arrived at. Tho 11 ret resolution -.Viis as follows:-"That tha words 'Auckland, in I lie colony of How Zealand.' in tho nixth clause of tho deed of settlement be deleted, and the words 1 London, England,' be inserted instead."

Major George seconded the resolution, which was carried unanimously.

It was resolved to delete the words " Auckland " an-J "the colony," and substitute "London" in various clir-'sw of the deed of settlement.

The {'resident, In moving the third resolution, explained that the object was to introduce a clause in tho (iced of settlementtoenablethoboarrt of directors in chief in London, if it think fit, to appoint a local baard or boards In Now Zealand or elsewhere, to supervise the business of the bunk. This was a permissive power which the Londou board upon election might or not wish to exercise. Tho resolution was as lollows:—"That the following clause shall bo added to and inserted in tbe deed of settlement, between clauses 67 and 58-v1?..,' (57a) the board of directors may establish a local board, or boards of directors, at such ,'place, or places, in New Zealand and elsewhere ta they may think fit, the members of which, being proprietors, shall be appointed, by tho board of directors, and the board of directors may depute to such local directors such Dowers as they may think expedient,'" Major George seconded the resolution. Mr H. Green caid he was glad to hear from the the president that tho power was permissive, becnusc there had been considerable experience under this head In New Zealand. The Union Bank of Australia and Hatiomil Bank had local boards of directors and ceased to have such a board. Unless there was eoinething peculiar in tho case of the liiitik of New Zealand requiring the appointment of local boards, he thought the London management Wnuld not avail themsi-lves of this power. The President replied that the resolution had been so framed that the power should be entirely permissive The present board, ho added, had power to appoint local boards of directors elsewhere.

Mr Header Wood, Bpesiting to the resolution, said considerable hesitation appeared to be felt, both by tho directors and the shareholders, in passing a permissive resolution of this Hud. It was true the resolution was only permissive, but then it could be acted upon, and from his point of view they proposed to put a power In the hands of tho board of directors in London which might be exercised greatly to the disadvantage of the bank. He would lirst draw attention to what ho termed the vory extraordinary differences existing between these resolutions as now printed and placed in the hands of shareholders 'and the resolutions which Mr Button on the 9th January stated it was the intention of the directors to place before tho meeting. Mr Wood went on to point out that it was Iheu stated that the resolution would bo to emDower tho London board to appoint a colonial board oi directors, whilst it was now proposed to givo them powertoappoihtunnumbered lne*l boards with unlimited power. It did appear to him that shareholders present would not bs doing their duty if they gave such unlimited powers as these to tho London Board of Directors. It was not unreasonable to suppose that the London Hoard would require a board (or perheps boards) ol advico, but let the shareholder limit the number ot these boards. He thought that if they had one for New Zealand and ono (orAiiElralia they would have amply sufficient, more in fact than enough, in these local boards. Kverybody knew that divided responsibility was never severely felt, and division of responsibility in tbe present case might amount to the same thing, so they might be putting power into tho hands of the directors in England that they ought not to have without limitation of some kind or other. If they had i i multiplicity of these boards, where they were to fix the responsibility ? Itcould be fixed nowhere, and whatever might happen nobody would be to blame. They would be in a state of confusion almost impossible to conceive. He moved as an amendment—" That the word 'directors shall be struck oui and the word ' advice' inserted," so that instead of givingtlie board in London power I o appoint any number of local boards of directors they should have power only to appoint local boards of advice. He supposed that the amendment was hopeless, inasmuch as Captain Colbeck had told them that the directoro had any number of proxies from English shareholders that they could use. He (Mr Wood) would, howovor, ask the directors whether they ought to use these proxies. Wore tho English shareholders, when asked to ontrust the directors with their proxies, told what the object of this resolution was ? They wire asked for proxies to enable the directors to take eteps to remove the directorate from New Zealand to London. TUey sent out their proxies for that purpose, and now the directors were going to use these very same proxies to empower that board in London to appoint any number of local boards hero. This he considered to be unfair.

Mr A. Boardmau seconded the amendment. He would prefer himself that there should be no advising board, and tiiat the management should be removed altogether.

itr F. G. ISwington thought there was a danger of going to the opposite extreme, and depriving the London board ot the advica of a local board. He thought th.it Mr Header Woo.Vs amendment was a mistake. There w--s a difference between local boards of advice and a board of management. As to the use of proxies, ho should like to know whether or not the English shareholders were not to have a voice in the matter. Tha English shareholders had a right to be represented just the same as local shareholders. They should not forget that they had here many valuable assets, and the local board could greatly assist the London board in regard to them; therefore the shar-holders should give the London board the power to appoint the local board if deemed necessary. It would not be wise to fetter tho bands of the Londou board with regard to appointing a local board.

Mr Murray said, with reference to the use of proxies, that they were given to the London board by Unglish shareholders as a mark of confidence, and to give power to the London board. The directors would, he considered, be amply justified iv ÜBing those proxies for the purpose of ridding the bank of local influence. With regard lo a local board, he thought it was well known that there was a great deal of feeling in New Zealand against the removal of the management of the bank to London, and it had been said that there was a danger of the bauk losing sympathy here, therefore it would be unwise to take from the London board the power to appoint a local board if thought advisable. Had Mr Header Wood given notice of motion that the board should bo one of advice instead of direction, he for one would have been prepared to accept the change, a3 it was not possible for a local board to bo much else but a board of advice. Still, seeing that the matter had been brought in, he thought it ought to be accepted as it stood, more especially as it had been drawn out by the bank's solicitor.

Mr F. Cherry supported the amendment. The Chairman said that he did not think it woo In theinterefitaoftliebiink that he should makoa speech, but he did not like insinuations being caßt at Ilia management.. Mr Wood spoke as if there were not any men in Auckland honest enough to manage tho affairs of the bank. Mr Header Wood mighs speak differently if he were iv tho position of a director, but he came there not with good wishes for the welfare of the bank, but in order to make a speech-plausible enough, he must ndmtt, but as empty as a nutshell. He hoped tho shareholders would not be misled by tho speeches of a man who had nothing to do but lie in bei! aud make them. The removal of tho head office would not benefit the present directors, nor wherß they anxious to retain their seats, and they only did so iv the interests of the widows and children, who seemed to be forgotten when the affairs of the bank were bo freely discussed in that room.

Mr Adam Porter considered It unfair to attack the management, for nothing had been said against it when the bank was paying large dividends. He was himself sorry to see the management removed from Auckland. He considered it quite right that the London board should have the power to appoint a local one.

Mr Wood'B amendment was lost, and the motion oarried.

The fourth motion, providing for I he appointment of an attorney capablo of conducting the bank's business, was then agreed to.

The fifth resolution, adding a clause to the deed of settlement empowering the chief ollicer of the bink, or the manager of the bank in London, to call a special meeting for the election of directors, was then passed; but it was decided that a candidate for election as director under this clause should give 12 days' notice instead of 10.

Clauses 6 and 7 were also passed with slight amendment.

The President staled that he hail evidence of unity with the London board in the presence of their old friend, Mr David Heau, and an addition to their strength by the presence of Mr Thomas Peacock Major George made t!io following statement:— Gentleman, with the permission of the chairman, I wish to make a few remarks in connection with the bufciness of this meeting which I think may be oi interest to you, and I wish you to clearly understand that I alone am responsible for whut I Bay, though I think my co-directars will endorse a great deal, it not all of what 1 state. We have continuously and recently most carefully reviewed the position of the 80-called globo assets, and 1 do not hesitate to say that I regard these assets most hopefully; and, had we been permitted, we would Ivive gone on quietly aud worked out these assets to the iutereot of all concerned. For it must not be forgotten that thou"h some of the accounts under this head have realised badly, most of the land we still have I have visited and some of theaeproperties, which have been looked upon as amongst the worst of the bank's dependencies, I feel very hopeful of. I would also like you to bear iv mind that from interest-returning properties there was an increase of £18,000 last year over the previous one, aud we have reason to believe that there will bo a furtherinorease this year. This being the case, surely wo can take credit for the large increase iv the value of the properties which yield these increased return;. I will ask you to give all the more weight to my opinions, because, as you know, I am in uo way connected with the past management of tho bank, and consequently am not called on to defend or excuce their action. I put my good money into it on the strength of the committee's report, and it remains in it still, and what is more, I intend (hat it shall remain in it; for lam convinced the bank is sound, notwithstanding what may have been said or, worso, insinuated to the contrary. 1 do not think it wise to attempt to hide from you the unfortunate circumstance of a large robbery in Sydney, which, besides the loss, lias come at a very inopportune time. Tho directors have not lost their grasp of tho position, nor are they in any sense abandoning interest iv your institution. On tho contrary, we are keeping the whole position in view, aud will uuti! relieved take such decisive steps from time to time us they consider necessaryto conserve your interests. In conclusion, I may say that i am one of those who

have always considered it a mistake to take the management away from its birthplace; but it having been considered advantageous tliat this should be done, I shall support it bsing handed over to others who, under the circumstances, may be able to manage it more advantageously for you, though I claim that you will not find a body of men who will bliow more zeal than your present board. The President announced that tho resolutions would be submitted for confirmation at a future meeting, aud the proceedings closed.

The exporh front the colony for thu year cuding 31st December ISS9, w'tto £9,131,373, being an increase of £1,364,048 on the previous year, Tbo imports for tho sniue period were £(i,207,097, being ;-..n increase of £355,107 on thcprevious year.