CONTROL OF THE NEW ZEALAND REFRIGERATING COY., LTD.

Timaru Herald, Volume CXXXVII, Issue 19301, 30 September 1932, Page 6

CONTROL OF THE NEW ZEALAND REFRIGERATING COY., LTD.

To the Editor of “The Timaru Herald." sir,—Feeling that it is impossible to form an impartial opinion without knowledge of the present articles, I purchased a copy from the Company, and for the benefit of your readers quote as follows; Article No. 89—“ At every ordinary general meeting, one Director shall retire in each year, unless the directors agree otherwise among themselves, shall be the director who has been longest in office without re-election; and if it be necessary to decide between two or more of equal standing in that respect, the same shall be determined by ballot, to be taken at a meeting of directors not less than one month prior to the ordinary yearly general meeting. A retiring director shall be eligible for reelection."

You will notice that the articles call for the resignation of only one member annually, and that by nomination and not by rotation. This seems to me very unusual, and is probably the reason why petitioners are asking for resignation by rotation, which is certainly the customary procedure. Assuming that the shareholders are dissatisfied with the present directorate, what remedy have they? Put up then' own candidate in opposition to the one who retires, but as the Board have the right to nominate who shall, retire, it is only reasonable to suppose that their strongest member would be nominated, in any case three to four years would be necessary before a change could be effected. The alteration asked for by the petitioners, viz.,

that two additional directors be appointed, and two retire each year by rotation, is to my mind quite reasonable and just, because it gives shareholders of this large and important Company a more equitable share in the control of the Company of which they, after all, are the owners, and in addition gives them a sporting chance of electing any shareholder should they so desire, a condition which certainly does not exist as the articles stand at present.—l am, etc., SHAREHOLDER NO. 2. i