BANK OF NEW ZEALAND.

Te Aroha News, Volume VII, Issue 437, 15 January 1890, Page 5

BANK OF NEW ZEALAND.

SPECIAL MEETING OF SHAREHOLDERS. PROPOSAL TO REMOVE THE HEAD OFFICE. Auckland, Jan. 9. A special general meeting of shareholders in the Bank of New Zealand was held at ]2 o’clock to-day in the Banking House, Queen-street, when there was a large attendance. The President, Captain Colbeck, presided. The object of the meeting was to consider the desirability of removing the head office and general management of the Bank to London.

The President, Captain Colbeck, said : “In pursuance of the recommendation made to you ah the last half-yearly meeting and of the intentions we then expressed, we novv meet you to consider the question of the removal of the head office and general management of the Bank to London, and to obtain from you the necessary direction and authority’to take steps to effect the transfer. The course of procedure to be adopted in order to carry out so important a change in the affairs of the institution has necessarily called for careful consideration by our legal advisers, and for communication with shareholders in England whose proxies are necessary in order to give the required voting power. You will not therefore be surprised that this is the earliest opportunity afforded us of meeting you to submit the question. For the reasons explained to you at the October meeting, the recommendation we then made to transfer the control came upon the London Board somewhat unexpectedly, for, though it was a step which had their general approval and concurrence in case it should be deemed desirable, they had not anticipated that that occasion would meantime arise. In re sponse, however, to our invitation that they should send an envoy to the colony, they took this initial step towards the assumption of the control, and, as you are already aware by the press telegrams, have appointed Mr David Hean, who is now on his way hither. Meanwhile, we ask you to affirm the principle of removal in order that we may proceed to arrange the details. We do not think it necessary or desirable to-day to enter into any more elaborate statement than we have already made as to the reasons which led in the first instance to recommend the proposal to you, and which still prompt us to ask your authority to carry it through, for it seems to us that the remarks made from this chair at the meeting on the 24th October last, concisely placed those reasons before you. The discussion which ensued upon the question in the press and elsewhere has gone to confirm us in the opinion we then expressed that the removal ot the head office and general management to London is, so far as can at present be seen, the step best calculated to increase confidence in the Bank, and therefore most effectually to conserve your interests. Though I believe shareholders generally (at least in the colonies) would prefer that the situation could be otherwise dealt with, the fact that very few have directed their proxies to be used in opposing the removal, shows how generally the propriety of the step is recognised, and convinces us that it is not necessary to urge,further reasons in order to ensure that the resolution l am now about to submit shall meet with your l approval. Gentlemen, I beg to propose ; * That the head office and general management of the Bank be removed to London, and that the directors take such steps as they may think fit to remove the same accordingly. " Major George : I have much pleasure in seconding the resolution. Ido not think it requires any words to support it. Mr Reader Wood : I think, sir, before the resolution is put, we ought to have a little more information than has been given to us with regard to the effect of it. The document which you were good enough to read just now, sir, was most imperfectly heard at this end of the room ; in fact, scarcely heard at all. I think the points upon which information should be given are mainly these : What is the precise meaning of this removal of the head office to London ? At present there are two offices two directorates one in London and the other here. I understand that they are practically independent of one another, although the head office is in this place. Now, sir, is it the intention, in removing the head office to London, to destroy the directorate hero altogether, or are we still to have the two directorates, one in London and the other here, acting as independent bodies? Because, sir, if that is so, it seems to me that we achieve nothing at all. The main object as it appears to me, and the main desire of the shareholders I should think, in removing the head office to London, is to get rid completely of the directorate here, and that local influence which has been So mischievous to this Bank, and has been at the bottom of all its misfortunes —that load influence which has been within the directorate and without the directorate, that has been 'so prejudicial to the shareholders, and so injurious to the Bank, and equally injurious to those persons in whose favour that local influence has been most improperly used, Sir, I think we ought to know that. My opinion is, that if the directorate were removed to London, and that were the sole directorate of this ‘ Bank, it would be a great advantage; and if, instead of having a local Board of Directors influenced by all sorts of local feeling, we had a good financier and intelligent man who would conduct the business of this Batik on banking principles, who would not be going into all sorts of trade and farming affairs, and who would, above all other things,- keep his fingers out of politics, some of us here might live to see the Bank holding a position in this country amongst banks generally which this institution might have held now, had it been properly managed. But if, on the other hand, we are to have two directorates—the ■ directorate still existing here, nominally only inferior to the directorate in London, I have no hope Whatever that there will be any change in the policy or management of the Bank. I should be much obliged to you, sir, if you would give the information 1 have asked for.

The President: I think, before replying to your observations, I should call upon Mr Button, solicitor to the Bank, to tell you the meaning legally of the steps we propose, to take. If, then, you like to l’epeat your question, I’ll try to answer it to the best of my ability. Mr C. E. Button : With regard to the question raised -by Mr Reader Wood, I may say that this present meeting is simply necessary to affirm the proposition that it is desirable to remove the. head office of the Bank to- London. , It will then bS necessary for a meeting to be called to amend the deed of- settlement in order to carry that resolution into effect. I have given • advice to the

Borad of Directors as to the points on which it appears to me necessary the deed of settlement should be amended, and to take the sense of another meeting called immediately after this. Before the directors can beauthorised, or properly take any step in the removal of the Head Office to London, the shareholders must, under Act of Parliament, affirm the prin ciple that it is desirable to so remove it. Then a set of resolutions will be presented to you, which will bring before the shareholders the question as to whether or not the Board in London should have the power to appoint any local Board. As I have been instructed by the Board of Directors I have framed resolutions which will come before a subsequent meeting duly advertised. The resolutions are to this effect. First: “That all references to Auckland in the deed of settlement which require meetings to be held in Auckland and so forth, will be altered to ‘ London,’ ” and second, “ That the Board of Directors (meaning, thereby, the Board of Directors in London) may, if they think fit, appoint a colonial Board of Directors, which would act according to instructions to b b framed by the Board in London.” That will raise the question for the shareholders to consider, whether they will give that power to the Board in London. lam of opinion, and I think Fmay give my own opinion—that it would be unwise not to give them that power. It would be for the Board at Home to consider whether or not it be expedient to appoint a local Board, but they would by no means be bound to do so. It would be for gentlemen at Home, who have full information as to the interests and requirements of the Bank, to say whether or' not the general manager should be under the direction of any local Board. And, besides, you must remember that it is possible circumstances might arise in the future in which it might be advisable for the Board at Home to appoint some advisory body in the colony. However, that will be for your consideration subsequently ; the present resolution is simply preliminary to the subsequent steps which must be taken, and to which your sanction will be required, in order to alter the deed of settlement.

The President (to Mr Reader Wood) : Might I ask, sir, are you satisfied with that explanation ? Mr Reader Wood : I consider that very satisfactory indeed, sir. The resolution was then put and carried unanimous!}-. Mr Board man asked whether the meeting at which these resolutions would be considered would be at such a date that all shareholders might attend. Mr Button said, “Thirty days’ notice must be given, and then the resolution will require to be confirmed at another meeting.” Mr Boardman : “ Will that give time enough foi the English shareholders ?” Mr Tolhurst said that the English shareholders were already aware of this matter on the 24th October. Mr Button also explained that the resolutions at the next meeting would also require to be confirmed. Mr Tolhurst stated that at this meeting there were seventy shareholders present representing 5,000 shares, also 567 proxies representing 41,500, making a total of 46,500 shares. Besides that he might say that they had in proxies to give effect to the recommendation of the directors, and which would be available, numbering 78,000 shares. Mr Tolhurst also intimated that a subsequent meeting would be required to confirm this resolution, at which meeting there would be brought forward the resolutions explained by Mr Button. The scroll minutes were then read, and the meeting terminated.