THE FREEZING WORKS.

Wanganui Herald, Volume XXXXVI, Issue 13520, 31 October 1911, Page 7

THE FREEZING WORKS.

THE FUTURE OF THE COMPANY ANOTHER IMPORTANT MEETING OF SHAREHOLDERS. DIRECTORS TO RESIGN IN A BODY. A NEW BOARD TO BE APPOINTED. WORKS NOT TO BE SOLD. - The adjourned special meeting of the 'above company' was resumed at 1 o'clock this afternoon in the Bojough Chambers, there being a full attendance of shareholders. Air E. A. Campbell, chairman of directors, who presided, explained that the amendment carried at last meeting: now became a substantive motion, and had to be confirmed. ■ Air C. L. DUIGAN then road the amendment carried at Saturday week’s meeting, “That, unless the directors, except Messrs Robertson, Campbell, and Burnett resign, and their places be filled by: Alessrs Beckett, Cornfoot, Robinson, and Duigan, the directors consider the question of selling the . plant and business.” Air Duigan said he did not want the business- to bo sold. His quarrel was with tho management, and if the proposed change wore made, he would like to see the business carried on. Ho explained that his reason for calling for a poll at last meeting was that, as tiie proposal would place him on the board, he wanted to' be fully satisfied that he had tho confidence of the shareholders. He also explained the position as regards, the adjournment of last week’s meeting, and complained of the inconvenient date chosen for to-day’s meeting. The amendment was carried by a majority of 225 votes, even after the directors had exercised their own votes. That showed the feeling the shareholders had towards the management,' yet up to the present the directors had not resigned. Proper arrangements had not been made for the coming season, and the onus was on the directors to explain ' why. Mr Duigan endorsed the chairman’s remarks as to the excellence of the works, hut the fault was that they wore not properly carried on. Tlie chairman had said that the Gear Company was strong enough to close the Wanganui Company up. He had referred to the dual position held by Mr John Stevenson, manager of the Loan and Alercantile. One of the large shareholders of the Gear Company was Mr Nicholas Eejcl, who was on the directorate of the Loan and Alercantile Company, who owned this company’s debentures. Was'that what the chairman meant when he said the Gear Company was strong enough to close this company up. The chairman had made certain proposals to him that the- articles of association should be amended to allow the directors to resign in a body, and that steps could he taken to elect a new board, provided Air Dnigan’s motion was withdrawn. He (Mr Duigan) could not accept that, because there was no guarantee --that a sufficient majority could be obtained to alter the articles of association. Another reason he and others who thought with him could not accept , the compromise was that a meeting could not be held for a couple of months, in the farmers’ busy season. He (Air Duigan) then made a counter proposal to the effect that four pf the directors resign, and appoint others decided by the shareholders. He and those with him would leave themselves in .the hands of the shareholders. Mr Stevenson had said the Freezing Cofiipany’s interests came first with him. Yet his influence on the board was so great -that he could influence the National Alortgage and Agency Company's tender, the lowest, to act as the Freezing Company’s agents, being rejected in favour of the Loan and Mercantile’s, which was . accepted. Air Duigan suggested that the Loan and Mercantile Company’s tender had been brought down in the meantime, and he asked if the Freezing Company’s interest came first with Mr Stevenson then? Was it business-like to go on for twelve years with the Loan and Mercantile Company when everything got from them had to ho obtained at the point of the bayonet? Would any reputable company put in a tender for the agency when Mr Stevenson was on the Freezing Company’s board of directors? Fault had been found with the figures Air Duigan quoted regarding the Gear Company. The Wanganui Company had been in existence a year shorter than the AVellington Export Company, yet it had no reserve fund as the Wellington Company had, and for several years we paid no dividend. The Loan and Alercantile had been richly recompensed. for the work it had done for the Freezing Company. Regarding a complaint as to proxies. Air Duigan said tho boot was on the other foot; the directors had used proxies to vote against the sale of the business, and to stop the infusion' of new blood. Mr Duigan said ho had no complaint, as asserted, against tho bookkeeping: his quarrel was with the policy. Tlie question had boon raiser] whether money could he got to carry on. Mr Duigan said they could, and could gei it on better terms than at present, and get freedom of contract, too. He had no personal feeling against anyone on the hoard, but who.n new management would bring new capital into the company the directors should consider the advisability of moving in that direction. (Applause.) Air Duigan then moved the amended motion, as follows;—“ That, unless the directors (except Alessrs Robertson, Campbell and Bnrnett) resign, and their places be filled by Alessrs Bcckctt, Cornfoot, Robinson, and Duigan, the directors oonsid/'Hi- question of selling the plant and business.” Mr T. HIGGIE seconded the motion The acting-secretary (Air Hardy) then read a letter from the Loan and Mercnntile Company offering to allow tlie money owing to the Loan and Alercantile Company to remain unpaid at present, and offering financial assistance to carry on in tho meantime. Air Jno. STEVENSON said he had nothing to do with the acceptance of the National Alortgage Company’s tender. He bad complained that under the circumstances he should have been consulted, and lie had protested against the acceptance of the National Alortgage Company’s tender, because that company had works at Longburn. and was a competitor. He moved that, that'be rescinded and fresh arrangements made. He then moved tiinl the existing arrangement be continued till ivcsb arrangements were made, but so many difficulties cropped up that tho matter dropped. Re the purchase of the Arainolio works, he took no part whatever in the proceedings of the Board. Re the terms mentioned, it was not prudent to make them known, as they would soon be revotiatink for hotter terms, but he in-' vited Air Duigan to go to the office and make full iuquixacs, 'and he vodd be s.-t’ficd.

Thc CHAIRMAN, referring to his rc■•’■'ilcs concerning tlio Gear Company, said what he meant was that the Gear G.mran- was rich enough to do so. Re the Wellington Meat Export Company, it started in a very different position. When the Wanganui Company started, with a capital of only J117,000 and a big rver'’’•aft. if it had not been for the help of the big financial institutions there would be -»>o Wanganui freezing works to-dav. If was not correct to say that the proposed amendment of the articles of association

would take two months.’ It would not tajve move than a mouth. . Air DUIGAN-—Yon have taken 10 days already. You could have Resigned.

The CHAIRMAN—Sonic of ns are not built that way. They could hot, he said, get better terms anywhere than they had Iron the Loan and Mercantile Company, and it was a I'act that the National Mortgage Company had works at Longburn and was a competitor. As to getting a special man to represent them at lit me, they were informed that tremendous pressure would be put on him by rival companies, and an office and clerks would It vc to be engaged, -and they decided that the y could not afford it. As to having no reserve, the-; had spent .£32,000 in extending the works, .which was necessarily much more costly, than it they had had the means to li’liild them all at one time. The actual plan and system of the works, ad mittodly excellent works, were planned out by-the directors who were now siid to be incompetent. He claimed that the directors had made as fair' a proposal as possible, but it was now desired to kick the directors out of the back door,* and put, anyone, goad, bad, or indifferent, in their places. IVhat, they would do, however, tliey were not prepared to say till after the'motion was disposed of. Mr A. ROBINSON said the question was whether the management should give wav to (fibers. The works wore in good order and the “brasses were bright.” But that was not what the directors were there lor. Tliey were there to earn dividends •or the shareholders, -which they had no* fi o Dp, and tho shareholders were dissatisMod He made no attack qn the Loan and Mercantile, but the fact was frlmt while Mr Stevenson Was a director the Loan and Mercantile got all the company's busi , ness. Mr Robinson criticised the, pur-’ pljapp of the Aramoho works, and asked bow that could be said to show able management. It had been said that -they could not get better directors. He was sure they would not get worse, and tlv men proposed were all good business men He supported the motion, concluding by saving it appeared as if the directors were determined not to resign, and nothing short of a Supreme Court action would make them do so. ' Air A. BURNETT said he was a worker not an orator, and he thanked, the share holders for their confidence in allowin'' him to mismanage their affairs for 31 ears. The directors had done their best, and bad made an honourable proposition lo retire in a constitutional way. But the directors bad resolved to go out by the fro’t door. ■ _ ' ... Air AY. RITCHIE endorsed Mr Burnett s. remarks, and testified to the efforts the directors had made. MrDuigan had often tried to get on the Board, but the shareholders wouldn’t have him. _ Yokes—Obvious. The Loan and -mercantile kept him out. Air RITCHIE said Air Hnigan was going on in a wiki socialist way, and that v. as why the shareholders wouldn’t have. him. Mr Stevenson had been correct in his statement regarding the National Mortgage Company. If it had not been for the directors getting a Glasgow lease. for which he (Air Ritchie) took some credit, Mr Duigan’s proposal to sell would have been worth nothing. Air. Stevenson had been one of the most cautions man on the Board, and had rendered verv valuable assistance by . i bis ability and, financial knowledge. Mr Duigan’s circular was misleading, and Mr. A. Robinson’s awful modesty was appalling. Air E. E. BECKETT said He’ had no; unreasonable charges against the Loan and Alercantile Company, .whom; he had always found straightforward people to do business with. But tliev were not a -benevolent" society, and if it was found that they were making money no fault could be found with them. The question 1 to consider was whether they would have business men to run their company or only farmers. , No one expected a farmer to be a business man, and they wanted the latter. He wished to make it clear that in standing for the directorate he '■"U no antagonism against the Loan and Mercantile.

Tbo CHAIRMAN said a great deal was made of tlie term “business men,” but if the directors, "Her 21 years, were not business men. he did not know what they could he. If ordinary intelligence was not enough to~edncate a man in 21 years, ■t was a "nor look out for humanity. Tliis expert here (indicating Mr Robinson) was all wrong about the Aramoho works, and his statement was only made to hoodwink the shareholders.

Mr D. ROSS said the point was. Was it necessary to acquire the Aramoho worKs? The majority of the shareholders had lost confidence in tlic directors, and it would have been better if the latter had retired before all this trouble- Tt was no discredit for them to retire when feeling was against them. He was against selling the company, and in fairness to ii Duigan the latter was willing to withdraw his motion if the directors would retire. But some of the directors nail gone round- saying they would be d—~- before they would resign. But they ought to see there was a majority ao-ainst them and retire, instead of hanging on against the interests of the company. He did not think anv new directors would nave superior ability, but they would confidence, and if that Were notdone, the company would go under. " Mr BURNETT said the purchase, of the Aramoho works was because of the op portumty to go in for a retail butchery business, and a tinning plant. Mr ROBINSON.—Mr Duigan wanted tinning works 12 years ago. I,J^ r J IUIIN^ IT Baid a vel T fair bargain had been made at Aramoho. Mr Duigan bad said no one could bo elected a direche 1 ’ IP/ 1 ™ H vested interests, but h?J ! ? t d ®^ res to the effect that if ley eliminated those figures, Mr Duigan would still not have been elected. ,J* r '■ E - * LETCHER said the shareiipldcis could elect whom they liked if thev vould only roll up to the meetings, and !*" w ‘ 13 wr °bS' to make trouble at the beginning of, a season. He thought provision should be made for half the directors to reure annually. Mr J. MoGEEGOR said the reason they were there was that the shareholders had ost confidence m the directors, who earn'd no dividends for them, and unless there the* waD lange tllC 00mpauy w « lld go to Mr W. ,T. Hirst then began to speak, and the chairman, evidently not hearing mm, called on Mr Duigan to reply. Mr .f‘ r* Poison then said the chairman had sat upon ’ Mr Hirst. An altercation followed, the chairman saying he allowed every latitude, aud Mr Poison maintaining that the directors’ policy had always,been to snub those who wanted to criticise them, and it was this that was one, of the reasons for loss of confidence. Tiie chairman said he had no desire to be rude to anyone, and if he had to be firm in ruling the meeting, he had no desire to oflend. Mr HIRST said be understood they were there to confirm last meeting’s business, whereas they were really heating the air, and "oing over the same ground again, Mr A. BURNET then attempted to move an amendment, but having spoken twice, was ruled out of order. Mr Morrison and the chairman then bad a short argument as to the conduct of the mooting, after which , Mr J. B. MURRAY moved an amendment, "That the present Board of Dircc-

Lora retire in a. body to give the share-' loklers the fullest opportunity to elect rom the shareholders a new board, and. f recqssary, call a meeting of shareholders o alter the articles of association to give ntect to all the directors retiring in a dily; that the hoard will give effect to be sale of, the company’s assets, and do ill in their power to effect a. sale, if tho liarcholdors desire such sale.” ) Mr RITCHIE seconded. Air DUIGAN maintained it was not a iroper . amendment. but the chairman oiled it was. Conversation on the point followed in all parts of tie room for a minute or two. 'Tie chairman left his seat to speak to, Mr Duigan for a moment, whereupon. Mi- T. B. Williams wanted to know if he wore vying to compromise. The chairman Said *to;:hc(was.talking about another matter altogether. Air J. B. -MURRAY then sketched some if tlie old affairs of the company, ,'and -agl he proposed to give the history of n me other companies. This was met with a storm of protest, but Air Murray said he would not be-throttled, and proceeded, to give, -the history of the Waiter a Freezing Company. : ; Air AIURRAY then proceeded to give the; history of other companies, quoting Waitara, Aramoho, Longburn, Woodville, Burnside, and the two Sontlialnd companies, all of which had been unforunate. The CHAIRMAN asked Mr Alnrray to No brief, pointing put Jiliat' several were beginning to leave the meeting. Air MURRAY then concluded with a -c moral defence of the directors, saying that they had taken, new, shares when -capital was wanted.. Air D. G. POLSON suggested that a committee bo set up to go into the whoL natter.-.' L. ■ . (Ties of "No!” Air T. B. WILLIAMS then spoke Hi-lofiv in favour of the amendment, and Mr Duigan briefly replied. r be amendment, which the company’s - ’icitor had meanwhile re-drafted, was tnon put in the following form:— “That the present Board of Directors retire in a body, to give the shareholders the fullest opportunity to elect from the shareholders a new' hoard, and if necessary _call a 1 meeting of shareholders to alter the articles of association to give effect to all the directors retiring in a body as soon as pos- : sible, and thataf this be done the property of the company be not sold.”

Tlie voting was taken on a show of hands, with the following result; For The amendment ...... 36 Against the amendment ... 42 The chairman and some of the directors then demanded a poll, and a cominencenent was made with the: same; but, after i brief consultation with those associated with him, Air Duigan announced that ho and i his friends would accept the amend■ment. . ' i the original motion - was then with- " d-awn, and the, amendment as above modifiqd was put, and carried on a show of hands, practically unanimously, a fhrther( amendment bv Alr' AV, J. Hirst, that lie vwhole matter be deferred for further consideration at the next annual meeting, (li'ing to find a seconder. L The meeting then closed.