SHAREHOLDERS' MEET.

Dominion, Volume 6, Issue 1853, 12 September 1913, Page 5

SHAREHOLDERS' MEET.

THE GOVERNMENT'S BILL. REVIEWED & CRITICISED, j RESOLUTIONS BY MEETING. 'A meeting of shareholders ,of the Bank of New Zealand l was hold yesterday morning to consider the Bill recently introduced by tho Minister, for Finance (the Hon. J. Allen). Sixteen shareholders were present. On the motion of Mr. S. Kirkcaldie, seconded by Dr. C. P. Knight, Mr. Martin Kennedy was voted to tho chair;

The object of tho meeting, said Mr. Kennedy, was to consider tne Bank of Not Zealand Bill. Tho provisions of the Bill were tho same as of that distributed by Mr. Harold Beanchamp, chairman of the Board of Directors. At that time the Government had not taken .up the Bill, but now that Mr. Allen had put his name to it, the Government had evidently adopted it. Mr. Kennedy thought that it would be better if he, a director, should not proside, but Should leave the matter in the hands of the shareholders. All the same, he was with them, as he considered that the not being properly dealt with. ''He and Mr. Watson had agreed that tho matter would bo better left with the shareholders.' A board meeting was to bo held at tho same time, so that he would bo in the next room, and ho would-be pleased to come in and help them should they require him in tho courso of the discussion. He therefore asked permission to retire, and suggested that Mr. Sidney. Kirkcaldie (chairman of the Shareholders' Committee) bo elected to the chair. THE CHAIRMAN. TRAVERSES WHOLE POSITION. Mr. Kirkcaldie was elected chairman, on tho motion of Dr. C. P. Knight. He said that the meeting had been called to allow ordinary shareholders of the bank to express an opinion on the Bill. Arrangements had been made for meetings of shareholders at Auckland, Ohristchurch, Dunedin, and Nelson. The Dunedin and Nelson meet-1 ings had' both been held on tho previous day. At the Nelson meeting, over whidh Mr. R. B. Jaoksoa presided 1 , . a motion was carried as follows :—"That under the proposed Bank of New Zealand Bill any provision for a fair and square deal with the ordin-ary-shareholders is conspicuously absent, and unless the Government is prepared to make some more equitable adjustment with them, this meeting considers it desirable tihat the present partnership end. and; that either the Government should buy out the shareholders, or the shareholders tho Government." Tho motion was moved by Mr. Cawthron and seconded by Dr. Gibbs. Nelson Objections. Tho Nelson -shareholders expressed the following objections to tho Bill "(1) Tho Bill is in principlo inequitable and a breach of faitih. The Government were in the first instance guarantors only of the solvency of tho bank, and expressed through tho Prime Minister (Mr. Seddo'n) their : . strong wish that the sooner tihey wero relieved tho bettor. For their security only they' ; oxacted a position under which they.' becamo at law supremo, and the shareholders were' reduced to dumrijies. The shareholders' equity_ of redemption' however remained, and is in fact still unimpaired; yet now that the bank, which is the property of the shareholders alone, has become prosperous, tho ,Government, in defianoa of every principle of right dealing, refuses to bo paid off,. arrogates to itself the sole control of property to which in equity it (has no claim at nil, and demands a share of a very valuable goodwill that does not belong to it. - "(2) In addition to these glaring wrongs, tho present ordinary shareholders aTe penalised by:—'

"(a) Being refused permission to pay up the amount remaining uncalled on their shares. "(b). By having no effective voice in the management of their affairs, either in general meeting or on its directory. "(c) By being fined im_ respect of tho discount which is inevitablo in realising Government bonds at 4 per cent. "(d) By having to pay tho Governfull imterest'on preference scares, i a thing hitherto unlhc-ard of either in this connection or in the commercial world. ■ "(3) Tho Bill should givo the shareholders an effective voico on tho Board of Directors, or, failing that, at least two of the directors to bo appointed by tho. Government should be substantial shareholders." Dunedln< Attitude. Tho resolution passed by the Dunedin meeting, of which Mr.. Saul Solomon, K.C., was chairman, was as follows:— _ . "That this meetine is of : opinion that tho proposed Bill is an injustice to the present shareholders of tho hank, in two respects. Specially, first, that it practically deprives thorn of any voice in the management of tho affairs of the bank; second, that the interest to be allowed upon B preference shares should bo no greater than that previously allowed, to the. Government vn respect of tho A preference shares." Shareholders Flouted. "You are all no doubt aware," continued Mr, Kirkcaldie, "that the recommendations made by the four Government nominated directors on the hoard of tho bank, as contained in tho chairman's memorandum of May' 15, have been embodied in the Bilil, notwithstanding tho emphatic' protests made by the shareholders' representatives upon the board, and also by the shareholders' committee elected at tho special general meeting of shareholders held on July ; 4. At that meeting resolutions were passed expressing shareholders' views upon the question of increased capital, as Opposed to those formulated by tho chairman; and also dealing with the question of the reconstruction of the board. Resolutions wero also passed instructing the direct, tors- to obtain the opinion of the Supreme Court upon certain legal questions as to the powers and rights of shareholders: These resolutions wero conveyed to tho directors of the bank, and upon the recommendation of tho Government nominees upon . the board wero forwarded, to the Minister for Finance, with the advice that they be vetoed. This advice was accepted by the Minister. The Supreme Court Case. ■ j "In view of tho importance to shareholders of the legal questions involved, steps were taken by your committee to apply for a declaratory order of the Supreme Court. Tho result of the application is that tho Court is of tho opinion that tho legislation as passed by Parliament has effectively destroyed tiio powers granted to tho shareholders under the bank's Deed of Settlement, and that havo now no legal power to dotcrmino the policy or destiny of the bank.- They have now.no effective voting powor in general meeting ; they cannot' either authorise or Tc.strain an increase of capital, either

by tho creation of now shares or by directing that the' existing uncalled liability bo called up; nor • can they aut'horiso or restrain the increase 01; diminution of dividends. Owing to the fact that Parliament has granted to tho Government a majority upon the Board of Directors, tho shareholders' interests aro consequently in tho hands of tho four appointees of tho Government. "Ono extraordinary feature of tho position to-day is tho fact that tho proposals for tho incroaso of the capital of the bank have been formulated by the four directors nominated by tho Government and adopted—not by the Government apparently, but by tho Minister for Finance, and embodied in the Bill, which is now submitted to' the House. Thero is no mention of Cabinet approval of tho measure, which has been declared a non-party one, and we may .t'hereforo anticipate seeing the astonishing spectacle of one Cabinet Minister walking into one lobby and another into another, over a discussion affecting the vital interests of the most important financial institution of tho country.

Tho (responsibility. "Upon whoso shouldors is tho responsibility for tho introduction of this proposed legislation to rest? Is tho Government going to throw the onus upon the Minister for Finance, or is the Minister going to pass it on to the four individuals appointed by tho _ Government? I venture to say that it is impossible for the Government to escape t!io_ responsibilities consequent upon tne aotions of its own appointees, and that an adherenco'to its present evident intentions will conclusively prove that tho position is—as I havo already statedshareholders' interests are beiiig left in the hands of the four gentlemen appointed by tho Government to the

"In view of the large amount of capital you have invested /in the bank, and I of the further amount for which you are liable, is the present position—without power of direction or 'control —tolerable? I say emphatically no. I think that it is pertinent for mo to call your attention to tho fact that the Act of 1903, which is responsible for tho State's preference shares, is also responsible for the deprivation of the rights of ordinary shareholders, and for the vesting of tho solo control of the bank's affairs in a Board of Directors nominated by the Government. From published correspondence that has appeared in the daily press, it is clear that this statute was conceived in secrecy, and only submitted to the directors of tho bank when demanded by the general manager in terms which amounted almost to a threat. Careful provision had, however, been made to deny the shareholders as a body any opportunity of asserting thoir rights at' that time, and the Parliament of tho day obediently passed a measure which has inflicted the existing injustices upon the shareholders. Wo have it upon record that a distinct understanding was come to between tho Cabinet of that day and tho then directors of the bank that no further interest would be claimed by the Government of New Zealand in the capital of tho bank, an undertaking which, impliedly admits that thp issue of these preferenco shares was of the nature of an exaction, and not by way of compensation for its .guarantee, although it-has been latterly so designated. It is now being urged by tho chairman that the Government should take a further interest in any increased capital of the bank, upon tho grounds that the Government' already holds a one'third share of the total capital subscribed for in tho bank, and so he strives to make one wrong justify another. Past Relations with the State. "I desiro to make very brief mention as to tho manner and. extent of the Government's assistance to tho bank, upon which tho chairman also seems to rely. In 1894 tho Government guaranteed the issuo of £2,000,000 worth of debentures by the bank. In 1895 tho Government purchased £500,000 worth of 3} per cent, preference shares, whicli the bank was empowered to repurchase at any timo within six years. These shares were repurchased by the bank in 1900 and cancelled. In 1903 the Government renewed its guarantee for onehalf of tho original amount, tho other half being paid off, and at the same time compelled tho bank to create and sell to it £500,000 worth of preferenco share sat par,' although its ordinary shares wero then selling at a premium. These shares carried certain preferential rights as to dividend, but unlike tho preference shares nreviously created, tho bank was denied the privilege of repurchase. It also guaranteed the debentures issued by the Assets Board to tho bank, after providing that the bank itsolf should bo liable for any deficiency consequent upon realisation, before tho Government became in any way responsible.

Provisions of the New Bill, "Turning now to the details of tho Bill itself: It is proposed ""that tho existing £1,000,000 worth of debentures issued by the bank and guaranteed by tho Government, which mature in 1914, should bo reissued, and again backcd by Government guarantee, for a period of twenty years, and that tho bank should (clause 5), out of its profits, sot aside as a sinking fund a sum of £50,000 per annum to meet these debentures, upon maturity. On# sinister feature in connection with tliis _ sinking fund is ' that tho Bill prescribes that tho £50,000 per annum to' bo set aside shall be invested in debentures or other securities of tho Government of Now Zealand, bearing interest at the rate of 4 per cent per annum. We therefore have tho Government requiring the bank to purchase £50,000 worth of Government paper annually, for which tho bank is to reccivc 4 per cent per annum, and which it would ultimately have to realise at the then market price. And yet the chairman states that ho is not aware of ono instance of the evil of political influence during the iast nineteen years of the bank's history. Any director of the Bank of Now Zealand would tell you that they can earn better rates of interest on all tho moneys they control, than that which' would accrue to tho sinking fund if invested as prescribed by the Bill. "It is also proposed (Clause 6) that the bank should create new capital, such capital to consist of 150,000 B preference shares and 300,000 new ordinary shares, both'classes of shares to bo of the value of £6 13s. 4d. each and without further liability. Question of Liability. "Dealing first with tho question of liability. In the chairman's reply to Messrs. Kennedy and AV'atson, . dated July 24, he states: It is a well-tfecog-nised rule of sound banking that 1 it is desirable in tho interests of tho safety and stability of a banking institution that it should havo a largo uncalled capital. In liis memorandum to the Minister, of May 15, ho sets out tho working capital as being £.3,200,000, including State-guaranteed debentures and reserves. The uncalled liability is £500,000, and this amount is included in the amounts stated as being the working capital of tho bank, viz., £3,200,000. In his proposals to increase tho capital of tho bank to £5,500,000, although £50,000 per annum is to be devoted out of tho profits to redeem £1,000,000 of such capi-, tal, he. apparently does not seo any necessity for further uncalled capital. Is it not thereforo obvious that the bank should cither increaso its existint: amount of uncalled liability upon its shares —in which case the new issne of ordinary shares should bo held liablo for furthor calls—or, on the other hand, should not the existing liability on tho original ordinary shares be called up., and make all classes of shares fully paid up and reliance placed on the Government guarantee? "Sub-Clauso A states that preference shares aro to rank next after existing preference shares in respect of capital,

but they aro to carry tho same dividends.

"Sub-Clause C provides for tho conditions under which tho new shares aro to be allotted. Thero aro to bo two ordinary shares issued for each B preferential share, but they are to be issued at the same prico, and subject to tho same dates of payment. I contend that here is a specific injustice to ordinary shareholders, inasmuch as tho holders of the preference shares will participate in the revenue-earning powers of the accumulated reserves equally with tho ordinary shareholders, although the holders of the existing preference shares contribute nothing to the accumulated reserves, which will probably amount to between one and a half to two millions, before any of tho proposed new capital is issued. If the Government is to receive tho same rate of dividend on the proposed B preference shares as is paid to holders of ordinary shares, then a specific sum should be contributed by-tho Government to establish its right to a proportion of the dividends earned by the accumulated reserves. g

Government Securities. "By Clause 7 tho Government is authorised to pay for any preference shares they may acquire in the capital of the bank by the issue to tho bank of debentures, inscribed stock, or ether, securities of tho Government of tho 'Dominion, bearing interest at tho rate of 4 per cent per annum. In other words, the bank is to accept the Government 4 per cent paper, and issue to tho Government shares having a priority both as to dividend and assets over that of ordinary shareholders, and carrying equal dividends, and then subsequently convert the Government paper into cash at tho expense of the bank, or, I should say, at the expense of the ordinary shareholders. In tho Act of 1903, a cloar provision was mado for supplementing any deficiency caused to the bank by tho realisation of tho Government paper money, and a similar clause should bo required in tho Bill.

"Clause 8 provides that the B preference shares carry no right to convene, vote at, or otherwise take part in any meoting of the proprietors of the bank. As the Courts havo declared that no resolutions of the proprietors in general meeting can, under existing legislation, bo effective, this proposal does not*affnrd any relief in protection to shareholders. Reserve Funds. "Clause 10 is important, as we here havo a, clear recognition of' the principal that the reserve funds are the property of ordinary shareholders. It provides for-the manner in which the assets of the bank are to bo disposed of in the event of winding-up, and wliilo we havo not got to consider such a remote contingency, it is well that ws should consider, tlio method of distribution as determining the vested interests of both classes of shareholders. In a winding-up, the assets shall be devoted to tho payment of all the liabilities of tho bank, arid then (1) to repaying tho capital paid up on the A preference shares; (2) to repaying tho capital, together with any premium paid to the bank on the B preference shares; (3) the balance to belong to tho holders of the ordinary shares in proportion to the capital paid thereon. This view of tho reserve funds supports my previous contention that if the Government is to be granted. tho B preference shares, as set. out in tho Bill, and the right to participate in dividends equally with ordinary shareholders, a specific contribution to the reserve fund should be mado. In this connection it must not be forgotten that the_ question of dividends is one that, is left to tho board, and the board under the present proposals mipjlrt, in the interests of tho B preference shareholders, subsequently declare dividends of practically tho 'whole of the annual profit of the bank, and negloct tho reserve fund—the ultimate property of ordinary shareholders. "I do not think that the other clauses call for any special comment, beyond the fact that Clause 13, dealing with the question of directors' remuneration, and fixing tho amount to bo paid at £4000, instead of £2000, as at present, in my opinion errs on tho side of liberality." It---RESOLUTIONS. MOVED BY THE CHAIRMAN.

Tho chairman continued: "Your com-' niitteo has carefully considered,• tho provision of the Bill and submit for your approval tho following resolutions, which I now formally move:— "1. That this meeting of shareholders of the Bank of New Zealand are of opinion that, seeing they are the ownors of two-thirds of tho capital of tho bank, an anomaly exists in tho respective representation of' the sliareholden and the State on the board of the bank, and that it is of opinion that to secure reasonable representation the board should be increased to eight members, of which tho shareholders should elect one-half. (a/ That the chairman of tho board shall be a director nominated by tho Minister for Finance, and shall havo a casting as well as a deliberative vote. ■ (b) That in order to afford greater independence amongst the nominee mombers of the board, tho term of office shall be four years, and that hereafter in each year ope nomineo director shall retire, and one shareholders' director. Those directors who have been longest in office to retire by rotation, and be • eligible for re-election. "2. That tho existing liability of £3 6s. Bd. per share be called up gradually with calls on the new ordinary shares, as we are of opinion that it is undesirable to have two classes of shares, and with the partnership of the State it is unnecessary to have any reserve liability. This will prevent the inevitable depreciation of the existing shares carrying a liability as against tho new issue fully paid up. "3. That provisions be inserted in the Bill defining tho rights of the,proprietors at general meetings, so as to give them tho right of discussion, and power to pass resolutions, binding on the board, always subjcct t to the power of veto existing in the Minister for Finance.

"4. That the power of the Government Auditor remain as at present, and that his salary be fixed by statute, and tliat lie bo ineligible for the position of General Manager, "5. That as regards the new shares issuable to tho Crown, the right to vote at meeting be granted to tho Crown, subject to the provisions of Section 87 of the Deed of Settlement. "6. That this meeting strongly protests against Clause 5 of the, Bill as being calculated to do harm to the bank, and impair the confidence of the public. "7. That Section 7 of the Bill be ■amended by tho insertion _ of words similar to those which occur in tho Act of 1903, Scction 9, Sub-section 6 'In so far as the not capital produced from the sale of the said securities by tho bank is less than tho full capital sum of £1,500,000, tho deficiency shall be forthwith paid by tho Ministor for Finance' to tho bank out of the Consolidated Fund, without further appropriation than this Act.' " A further resolution, moved by AFr. Kirkcaldie, was as follows:—"In viow of the declaratory judgment of tho Supremo Court, that tho shareholders of tho bank are powerless to protect their rights, and give effect to thoir wishes, and are therefore ontirely at the mercy of the Government of tho day, the decision of tho Government to obtain an increased proprietary interest in tho bank, regardless of the understanding

arrived at ill 1903 —to the effect that the interest then created would not ho extended in the future —has aroused a feeling of insecurity and alarm, and as it is possible that further encroachment without regari.l to equitable considerations may be attempted later on, it is resolved that unless material modifications are agreed to in the Dili now beforo Parliament, shareholders as a whole ma.v prefer to surrender their holdings for such valuo as might be determined 011 an actuarial basis, and this proposal is consequently put forward fo'r the consideration of the Government." The committee was still firmly of the opinion, concluded Mr. Kirkcaldie, that the Government was not entitled as a right to participate in the increased capital of the bank. The committee desired it to be recorded that ,if the Government acquired a further interest in tho capital cf the bank it would bo distinctly in opposition to the opinions of the shareholders. (Hear, hear.)

OTHER SPEECHES. "WHAT WE CAN GET." Dr. C. Prendorgast Knight seconded. He said that the resolutions had been originally drafted by himself, and adopted by the committee. "I wish to point out," he continued, "that our aim has been to ask for what we may possibly get, and to follow the lino of least resistance. 'Our object has been to endeavour so to amend the Bill now before the Houso as to • remove some of our existing disabilities, at the samo tiino leaving to the State full and adequate control. It may be said that tho proposed board is too large. Our reply is that in the original proposal to alter tlie board, introduced into the Legislature in 1896, eight was tho number chosen by Cabinet and adopted by the Lower House.

"I believe the main source of danger to the bank in future will be undue pressure from an impecunions Minister for Finance. Ido not, of course, alludo to the present Minister. This pressure can only be averted by the united action of a strong shareholding element on tho board. I believe the larger board will be of great practical use in preventing undue Governmental pressure in the direction of locking-up capital of 'the bank 111 Government securities, to tho detriment of the customers of the bank and of the Dominion as a whole. There can bo no doubt in your minds as to tho undesirability of hampering the board with a statutory sinking fund. The calling up of tho uncalled liability has frequently been mooted at meetings of the shareholders, and in justice to the existing shareholders, if any uncalled liability must remain, it should be on the now issue, not tho old.

Tho Government's Price. With rogard to the contention that the State had saved the bank, and provided whatever increment had accrued to the shares, Dr. Knight continued, few would dony that if, in 1894, tho Government had demanded as the price of its guarantee a half or a third share in the capital of tho bank, no one could have objected. Everything was done up to 1898 to dolude the shareholders and investors that tho arrangements were temporary. Tho deferred shares wore redeemable, and were, in fact, sold by the Government back to the bank. Tho directors wero rapidly placing- tho bank on a secure footing, and in March, 1903, proposed to pay off the half of tho guaranteed £2,000,000, but it was not till November 17, in the dying hours of the session, that a Bill was introduced into Parliament, and was hurried through its second reading on the night of November 19, between the hours of 11 p.m. and 2.30 a.m.—at which hour it passed its third reading. Little time was given for any protest to be made, and so tho Leader of tho Opposition stated that ho believed that he shareholders had good reason to complain. This was tho last chance, and it had been given by the courtesy of the present Minister for Finance, and not by the board of the bank.

A Correction. Mr. A. Macintosh said that tho chairman had made an error in his speech in saying that the bank had repurchased preference shares in 1900, and cancelled them. They bccamo' tho property of tho bank, and wero held up to be allotted as the board thought fit, to tho shareholders or tho general public. The Act of 1903 cancelled tho shares—confiscated thorn, in fact. Thoy were not recancellcd when they wero repurchased. The chairman said that Mr. M'lntosh was right, and thanked him for his correction, which ho hoped would bo noted. Constitution of Board. Mr. C. Y. Fell doubted whether tho Government would givo way on tho point of having a board comprised - of four shareholders' directors and four nominated by tbo Government. If they could not carry this point, they should see that at least two of tho Government directors should bo substantial shareholders in tho bank. Ho wanted to know if tho committee had considered this mattor, which ho thought would bo a desirable suggestion to niako to tho Government. He also wished to know if anything had been heard from London, where thcro wero many shares held.

The chairman said that the constitution of tho Board of Directors had had a great deal of consideration. Tho committee had adopted tho lino of least resistance, and tho schemo which was most likely to bo accepted by tho Government. It was unfortunate that they had been unablo to get from the Government an expression of what it wanted. With regard to tho London shareholders, it was proposed to await tho outcome of tho meeting, and then send thom by cable tho gist of tho resolutions arrived at. Mr. Fell asked what steps would bo taken after tho meeting. Would tho committee wait for the opinion of the Loudon shareholders before acting? Tho chairman said that ho intended to suggest later that the resolutions be sent in tho form of a petition to tho members of both Houses of Parliament. Mr. A. Macintosh suggested that tho resolutions carried at meetings in other centres bo also sent. They would add to tho strength of the petition. The chairman said that was his intention. Ho then read a telegram ho had just received from Mr. H. F. Christie, of Wanganui, as follows: —"If the Government declines to give shareholders moro representation on tho board, I suggest that tho Government bo asked to buy out shareholders on actuarial valuation, and make a State bank, otherwiso they will most probably later 011 confiscate our remaining interests when and how they like." There woro no other speakors, and the resolutions wero carried unanimously. Potitlon to Parliament. TJio chaimia.ti moved that tho Sliwro'•elders' Committee bo instructed that a copy of tho resolutions, and' thoso passed l in other eontres, bo embodied in tho form of a petition and presented to both Houses; also "that a summary of tho resolutions bo cabled to London, and tho London Committeo of shareholders asked to confirm them. Mr. J. A. Plimmer seconded tho motion, which was carried. Tho chairman apologised for tho absence of Mr. Watson, who was prevented by illness from attending. Directors' Remuneration. Mr. A. Macintosh drew attention to the proposal to raise tho remuneration of tho directors from £2000 to £4000. However opinions might vary, it appealed to him as absolutely indecent that a proposal of tin's kind should emanato from men who were doing their boat to undermine tho m[tarosta of tho aljaKflioWiers.. Xob thfliS 1 ,

would dip into the shareholders' funds, and ask that these alterations be made. Last year the bonus which had been paid to tho stuff for many years past had ceased to be paid. Tho £2000 oxtra proposed to be paid t-o the directors would mean an increaso of £20 a year to 100 members of the staff. Tho shareholders ought to protest very strongly against this proposal. This was certainly not the time for the making of such a proposition. There should bo strong exception taken by tho meeting t-o the attempt to alter Section 12 of the Act of 1 ( J08, and 110 moved: "That in the opinion of this meeting, the remuneration now paid to tho directors .is amply sufficient." If tho directors took 011 themselves duties which did not belong to their office, that was not the affair of the shareholders. It was a matter of general comment that one could not do business with tho general manager without snmeono being at his elbow. If they did these things, they had no right to further remuneration. He knew something of tho duties of directors in other places, and nowhero elso in Australasia were directors so highly paid as were those of tho Bank of New Zealand.

Mr. Plimmer seconded. Ho thought the remarks made by Mr. Macintosh were very applicable. It seemed t-o bo an utterly wrong time to propose an .increase in the honorarium.

Mr. Fell said that 110 did not think the meeting should discuss matters of this nature. They had been called to discuss wider questions. A matter of this kind should be brought, before the Public Accounts Committee. Tho posi•tion of director of tho bank was one of great, responsibility, and they must not deal with it in a petty manner. Ho had no personal knowledge of tho directors, but ho did not think the honorarium too much for men holding such a high position. If these gentle-, man lived and acted up to their great responsibilities, ha did not think that it was too much. Ho would not say anything about the salaries of tho other officers of the bank, but he held that positions on the board were amongst tho highest places in the Dominion, and men who hold such great powers should have sufficient salaries. He opposed the motion.

Tho chairman said that the matter was ono of detail, and should be dealt} with beforo tho Public Accounts Committee. _ . Mr. Macintosh disagreed with Mr. Fell. Tiio remuneration was far in excess of that paid to the djrectors of any other bank, in Australasia. Tho chief members of the staff carried the greatest responsibility for the welfare of tho bank on their shoulders. The responsibility of tho directors had been magnified to an extent which was almost sickening. Far too much had been hoard about it. However, he had 110 objection to tho matter being brought up at a more convenient timo, and therefore withdrew his resolution.