GEAR MEAT COMPANY.

Otago Witness, Issue 3830, 9 August 1927, Page 13

GEAR MEAT COMPANY.

PROPOSALS REJECTED. WELLINGTON, August 1.

An extraordinary meeting of th . Gear Meat Preserving and Freezing Company was held at noon to-day for the purpose of considering two proposed alterations in the articles of association.

1. To alter the voting power. 2. To provide for the chairman’s remuneration and to vary the rate of remuneration of directors. The former was declared lost on the voices, and the latter was also declared lost on the voices, but a poll was demanded and taken, with the result that the proposal was defeated. Mr A. de B. Brandon presided, and other directors present were Sir Francis Bell, Sir Harold Beauchamp, Dr Collins, and Mr D. Anderson. The Chairman moved —“That clause 51 of the articles of association of the Gear Meat Preserving and Freezing Company of New Zealand, Ltd., be revoked and that the following article be substituted: —‘On a show of hands every member present in person shall have one vote, and upon a poll every member present in person or by proxy shall have one vote for every share held by him up to 10. and one additional vote for every additional 10 shares held by him up to 990 shares, and one vote for each additional 20 shares held by him, but no member shall be entitled to more than 500 votes.’ ” The Chairman explained the various changes that had been made in the capital from time to time and the necessity they had made for corresponding changes in the voting power. There was no idea of “grabbing” power on the part of directors, for the change, if agreed to. would affect 8820 shares out of 460.000. To-day the shareholders numbered 543, but when the original articles were drafted there were but 100 on the list. The resolution proposed would retain for the smaller shareholders full representation.

Sir Harold Beauchamp seconded the motion.

Dr Prendergast Knight objected to the motion. He said he saw no reason for the change.

The resolution was then put and declared lost on the voices. Mr Brandon then left the chair, which was taken by Sir Francis Bell, who moved —“That clause 64 of the taid articles of association be revoked, and that the following article be substituted: ‘The chairman of directors shall be paid ou- of the funds of the company the sum of £6OO per annur.... The other directors shall be paid out oT the said funds for their attendance at board meetings the sum of £l5OO per annum, such lastmentioned sum to be divided amongst the said other directors as they may determine. The office of chairman of directors shall not be deemed to be an office under the company within the meaning of paragraph (a) of article 65.’ ” Sir Francis said that for some years Mr Milward was chairman of the company. * Dr Knight: Is he not now? Sir Francis: No. Dr Knight: Well, officially, we do not know that. . •

Sir Francis then explained Mr Milward’s position. He had resigned as general manager in 1919, but early in 1920 he was elected chairman of the company, and he then shared in the directors’ remuneration exactly the same as the rest up to 1926. Mr W. A. Tripe was appointed general manager, but Mr Milward . continued doing practically what he had done before, although relieved in great part by Mr- Tripe. Ultimately Mr Milward decline I to continue in the chair on account of ill-health. He

could not, he felt, continue the serious duties attaching to the position of chairman. He was re-elected, however. Even so, he absolutely refused reappointment. Mr Brandon then took the position.

After discussion the resolution was then put and lost on the voices. A poll was demanded.

Sir Francis: Well, you are ceasing to express your confidence in us, and it’s about time some of us got away. The poll was declared, the result being that the resolution w..s lost.