[From Manx Quarterly #20 1919]
THE FUTURE OF THE COMPANY,
The 89th annual general meeting of shareholders in the Isle of Man Steam Packet Company, Ltd., and the extraordinary general meeting of the Company, both held on Tuesday, 28th Jan., 1919, formed the most memorable chapter which has ever been written in connection with the Company's history. Practically the proceedings resolved into an effort by a considerable body of English shareholders, supported by a section of Manx shareholders, to reverse the " carry on" policy enumerated by the Chairman at the 1918 meeting, and to reap benefit from a suggested division of the Company's assets. The effort was strongly resisted by the bulk of the Manx shareholders, who in their resistance had the backing of certain English shareholders favourable to the continuance of the Company on old lines. Throughout the meeting was very lively of character, mainly as a consequence of the acute division of opinion on the board of directors, which at times found expression. The meeting was record of character, also in point of attendance. Manx shareholders rallied in great strength, while very many English shareholders had crossed the channel with the object of being present. In order to accommodate the large gathering it numbered about 300 the Masonic Hall, Douglas, was engaged for the purposes of the meeting. Mr Dalrymple Maitland, Speaker of the House of Keys, who is chairman of the Company, presided, and he was supported by his co-directors: Messrs W. A. Waid (vice-chairman), R. T. Curphey, W. H. Kitto, C. T. W. Hughes-Games, F. M. LaMothe, and J. B. Waddington. Mr W. M. Corkill, secretary and manager of the Company; Mr T. Craine, assistant manager; and Mr R. Heggie, accountant, were in attendance, as were the Attorney-General (Mr G. A. Ring), standing Counsel to the Company; Mr R. B. Moore and Mr Edwyn Kneen (advocates). On the directors entering the room they were accorded a round of applause.
The Chairman called upon the Secretary to read the notice convening the meeting and the auditors' certificate.
The accounts and directors' report were taken as read.
THE CHAIRMAN'S SPEECH.
The Chairman, who as received with loud applause, said: Ladies and gentlemen I rise to move the adoption of the directors' report and balance-sheet, which have been in your hands for some days, and which I assume you will, as on former occasions, permit to be taken as read. Let me give expression to the feeling of relief and satisfaction that the great war which has raged for the past years has, so far as hostilities are concerned, come to an end, and for the hope that ere long satisfactory peace terms may be concluded and that the happy time may arrive when there will be no more war, and that all countries and peoples may return to the happy condition that existed prior to 1914 (hear, hear). The Isle of Man has done her full share in the supply of her young men who have joined the forces, both in the army and navy. You will find Manxmen in almost every position unhappily, many of our promising youths have made the supreme sacrifice, and will never return to their friends and their Island home. We reverence their memory and are proud to remember the part they have taken in bringing about the victory of our arms. Many of our staff, both afloat and ashore, are among those who will not return; but to those who happily have come through in safety we give a hearty welcome home again. We are doing all we can, as far as opportunity serves, to instate them in the Company's service. The year 1918 has been a memorable one in many ways, more particularly for the Isle of Man. The summer was, for the most part, ideal holiday weather, and this, in conjunction with the amount of money in circulation amongst our friends and patrons across the water, was reflected in the comparatively large number of visitors to the Island in July and August. Of course the numbers do not compare with the pre-war days, but those offering to cross to the Island were largely in excess of the previous three years, and taxed our available tonnage to its very limit. It was heartening to see and to know that the Isle of Man still holds her place in the hearts of holiday-makers across the water, and leads us to believe that, given opportunity and accommodation, we may look forward in the not distant future to equalling, if not surpassing, any of the records already established. I would take this opportunity to pay a tribute of appreciation to the masters, officers, and men of our fleet who, during the days of extreme pressure, joined most loyally in dealing with the unexpected call upon the Company's limited resources and greatly helped to minimise the difficulties caused by the fact of our having only three small passenger vessels left in the service. I referred at our last meeting to the further increase in expenses, and during 1918 these expenses have still continued to advance, and, in fact, some of the items are still in the way of being further raised. It is to be hoped, however, that when peace has been definitely arranged, some permanent relief will be forthcoming with respect to the principal costs and charges. It will be seen from the directors' report that, during the year, we lost another of our steamers. The deservedly popular Snaefell was torpedoed and sunk in the Mediterranean last June, unhappily with some loss of life, including two of our own Manx members of the crew, to whose families we extend our most sincere sympathy. The loss of the Snaefell is much to be deplored. I doubt if there was ever a boat on the service which had established herself to the same extent in the good opinion of the travelling public. She was an ideal boat for the winter service, specially built for that particular traffic, and for comfort and seaworthiness left nothing to be desired. You will be pleased to learn that your board have within the, last three months signed a provisional contract for the purchase of a steamer, which, while not quite capable of filling the gap caused through the loss of the Snaefell, will at any rate be a very effective substitute. I refer to the twin-screw passenger boat, Hazel, one of the fleet of the Laird Line steamers of Glasgow. This vessel was built by the Fairfield Shipbuilding and Engineering Company, in 1907, and is of the usual shelter-deck type engaged in the Irish cross-channel service. She is 260 feet long, 36 feet broad, and 15 feet deep, and is of 1,241 gross tons, registered A1 at Lloyds, and her speed is 18 knots on service. She, is still in requisition by the Government, but we hope to have her released with our other steamers, and are receiving assistance in that direction from Messrs Laird. Let me say that your board were unanimous in the purchase of this steamer.
Shareholder: At what price?
The Chairman : That is hardly a question.
Mr Hughes-Games: I think you ought to say it is a conditional purchase.
The Chairman: I did say so (hear, hear). With this addition to the vessels already owned by us, that is if we have the King Orry, Peel Castle, and Mona's Queen released in time for service this summer, we shall have a carrying capacity both for passengers and cargo of nearly four-times that at our disposal last season. Turning to the balance-sheet, it will be noticed that this has been drawn up on the same lines as that for the previous year, and, as shown by the profit and loss account, the profits for the year are £43,212 18s. To this must be added the balance brought forward of £10,837 15s 4d, making a total of £54,050 13s 4d, out of which sum the directors recommend the payment of a dividend on the 4th March next of 10 per cent. per annum, and a bonus of 10 per cent. This will absorb £40,000, leaving a balance to carry forward of £14,050 13s 4d. Now, ladies and gentlemen, in former years, and ever since I have had the honour of presiding at the annual meetings, it has been the custom after reviewing the work of the previous season, and referring to the figures of the balance-sheet as presented for that particular year, that I should outline what the board thought should be their line of procedure for the coming season. Unfortunately, through a division of opinion on the board, I am unable to adopt that course on this occasion. Let me say at once most emphatically that, speaking for myself, I retract nothing of what I said at our last meeting. (Cheers.) My policy then was to To establish the fleet and " carry on," and I have no reason during the past twelve months to in any way alter that policy (hear, hear). This is not the moment for me to enter into controversial questions; later an opportunity will arise for everybody to give voice to their opinions, and for the faith that is in them. let us get the report and balance-sheet passed, and the other duties on the agenda, and we can then proceed with the business of the extraordinary general meeting. I beg to move that the report and balance-sheet be adopted, and that a dividend of 10 per cent. per annum and a bonus of 10 per cent. be payable on the 4th March. After that has been seconded, I shall be happy to endeavour to answer any questions that may be put by any shareholder.
MR. HUGHES-GAMES ON THE POSITION.
Mr Hughes-Games immediately rose and seconded the motion. He delivered a lengthy speech, in the course of which he went into the history of the attempt to divide the available reserve. He expressed his strong feeling of resentment at the Press campaign against a section of the directors and shareholders. He denied the right of the public Press to interfere in the business of a private undertaking of a commercial kind. The intrusion to which he referred had taken the form of a campaign of calumny and misrepresentation, which must have been misleading, and in order to enable them to appreciate the report now before the meeting, he would refer briefly to the past policy of the Company. It had been their policy in the past to endeavour to make the Company the first and best in the cross-channel trade. They had now come to the point when they must carry on or realise their assets and wind the Company up. If the latter policy were adopted, the shareholders would obtain about £5 per share, and if they carried on it was doubtful if the financial position could be assured. It was for the shareholders to decide; but the did not see why, if the large businesses, railway, tramway, and holiday camps should benefit by the sacrifice of the shareholders, the shareholders in this Company should not also benefit. At least five members of the board were in favour of submitting themselves to the shareholders, and it had been decided not to issue proxies. Dealing with the circular issued by Messrs A. H. Teare and J. D. Clucas,. it was alleged that the money paid by the Government for compensation for steamers lost was for the purpose of replacing the boats. That allegation, he said, contained no truth whatever (hear, hear). The amounts paid for the vessels lost was £424,875 by the Government, and £90,000 by underwriters respectively, as follows:
Prince of Wales
That sum would not enable them to build another Ben-my-Chree and Tyrconnell. The allegations made by his opponents were manifestly baseless and unfounded, and were only used to obscure and distort the issue. He contended that his whole object was to leave the subject to be settled by the shareholders. He protested that they had not been allowed to work out their own salvation, but had been treated as trustees who had -betrayed their trust. As to whether he was in favour of conserving the cash assets in their hands or not, he would reply: I was born in this Island. I was brought up here, and I have always resided here. All my interests and my affections are centred here. I am prepared to make a sacrifice for the community in which I live, move, and have my being. I will in no circumstances be party to a policy which does not secure for the Island the fullest steamboat service that can be, in these times, provided. Fortunately there has been nothing in my actions to indicate the contrary. It was never contemplated that we should adopt a policy which would bring about disaster for the Island, but carrying on involves a very heavy sacrifice for all concerned. I am prepared to make that sacrifice. I can do what I like with my own property, but I am also interested in the Company as a trustee for others. In my right as executor I will vote for any proposal to conserve the assets. I shall not incur loss which must be borne by others; that is my plain duty. In my own right I will vote for carrying on as heretofore (applause).
DOUGLAS TOWN CLERK'S AMENDMENT.
SUGGESTION TO WATER CAPITAL.
Mr Alex. Robertson, Town Clerk of Douglas, moved as an, amendment " That the profit and loss account and the balance sheet and report of the directors and auditors be received, but that, save for the purpose of paying the dividend and bonus to the shareholders, as recommended, and the election of directors and auditors, the same be not adopted, but further consideration thereof be adjourned, and a committee of five shareholders be appointed by this meeting to consider the balance sheet and the policy of the directors and the advisability of increasing the capital of the Company from £200,000 to £600,000, by utilizing part of the reserve fund, to issue to shareholders two additional shares for every share held by them. Such committee to consult with the directors as far as possible, so that the same can be considered at an adjourned meeting." In putting this amendment, he said The amendment deals with the balance-sheet and report which the motion purposes to adopt. It does not refer to the Profit and Loss Account or the dividend, or the other business to be dealt with by this annual general meeting. The amendment is, in my opinion, rendered necessary by the absence in the report of any reference to the policy of the directors either as to the carrying on of the business in the immediate future, or the adjustment of its capital in view of the changed position that has arisen in relation to its assets. In view of a policy which was being strenuously promoted by a section of the shareholders, I contend it was imperative that the directors of the Company should have settled a policy and submitted the same to the shareholders for their consideration. I am aware that at the last annual general meeting the Chairman declared that the policy of the Company was to " carry on," but it is well-known that this policy has been challenged, and that three of the directors have ceased to adhere to this policy. Protestations and explanations, no matter how earnest or plausible, will not convince the shareholders and the public to the contrary. It is common knowledge that there is a division on the board, that owing to these three gentlemen being in a majority of one in the absence of the English directors, no reference is made in the report of objection to the proposals of Mr Heys to end the Company and divide its assets. This is evident from the fact that the usual proxies asking for the support of the shareholders in their future management of the Company were not issued. It was well known to these three directors that Mr Heys was asking for and obtaining proxies in support of his proposals, and through their action the result would have been that the only proxies would have been those in support of Mr Heys ; and thus if Mr Heys had succeeded, contrary, we believe, to the wishes of the majority of the shareholders and to public policy, the Isle of Man Steam Packet Company, which for nearly a century has been the " lifeline" of the people of the Island, would have come to an ignominious end, with disastrous results to the community. At the eleventh hour, therefore, a committee of shareholders were compelled to take action and place the position before the shareholders who are unable, owing to distance and other unavoidable causes, to attend the meeting, and who in the absence of the views of the directors had no lead as to the action which was best in the interests of the Company. This committee are not responsible for the deplorable agitation which has been created, an agitation deplorable from a public standpoint and inimical to the interests of the Company and its share holders. The committee are responsible for the circulars issued requesting the shareholders to support the policy of carrying on a policy unanimously approved alike by directors and shareholders at the last annual general meeting. They are responsible, after careful consideration, for the proposal contained in the amendment I am proposing. They are emphatically against the resolutions to be submitted at the extraordinary meeting. To refer to these proposals for one minute, we contend that, camouflage them as the promoters may, the avowed object was a raid upon the assets of the Company, involving the liquidation thereof. Nationalization under present circumstances, in view of the declared policy of the Government in relation to the Shipping Industry, is impossible, and may be at once dismissed from the consideration of the shareholders. The conservation of the resources of the Company is essential to the future prosperity of the Company; any dispersal of those resources would be fatal. I do not propose to say any more on these proposals at present, because I believe, as I have said before, that the avowed object of the promoters was the winding-up of the Company and the realisation and distribution of its assets. No amount of special pleading will convince the public to the contrary. The policy of the amendment is to carry on, to conserve the interests of the Company, and to secure to every shareholder his fair share of the assets and control of the Company. You may be deluged with figures to prove to you that the assets, as stated in the balance-sheet, are much underestimated, that the cash and investments are of the nature of deferred dividends devoted to the purchase of steamers and now crystalised into cash, and so on. These are matters upon which endless discussion and difference of opinion would arise, and the arguments and deductions could go on until doomsday. I am not concerned with such matters-they do not affect the position which I take up in relation to my proposal. Whether the assets are £1,000,000 or £889,502, however they have been created, whether out of profits, or compensation for capital realised, or partly one and partly the other, they are the assets of the Company, the legitimate property of the Company for the purpose of carrying an the business of the Company, and they should be carefully used for this purpose. To examine and consider the effect of my proposal, I am content to take the figures in the balance-sheet as submitted by the directors and certified as correct by the auditors. No doubt the directors have stated their assets at a conservative figure, one which we may take represents a safe value. Doubtless they have stated the outside amount of their liabilities to creditors. The accounts show three sets of figures with which I am concerned, viz., on one side Assets, £889,502; on the other Capital, in Debentures £104.000 and in Shares, £200,000; Reserve Fund, £503,916. The assets as shewn are £821,967 more than the liabilities other than the capital of the Company, and if you deduct the debentures, the assets show £718,000 as against £200,000 share capital. . This consists of land, ships, money, cash investments and other assets, and is in every sense the legitimate property of the Company as long as it is applied for the legitimate purposes of the Company; it is the capital of the Company. Every penny of the invested funds is required to ensure the restoration of the necessary fleet of the Company, and to place it in an impregnable position, ensuring its continued prosperity. Every penny unnecessarily taken out., over and above a fair dividend to the shareholders, weakens the Company and endangers the interests of the shareholders. We con-tend, however, that the position calls for an adjustment of the capital, so that every shareholder may have his fair share of the assets find control of the Company, and to attain this object we propose that the share capital should be increased to £600,000 by issuing to each shareholder two additional free or bonus shares. This will not affect the cash resources of the Company, and is in accordance with precedent in somewhat similar cases. It may be contended that it is only a book-keeping entry and that the three shares only represent the existing one share; but my view, and the view of our committee, is that it is necessary to adjust the capital of the Company and distribute it fairly amongst the shareholders of the Company. It is not watering the capital of the Company, because you are not capitalising goodwill or doubtful assets. You are capitalising assets represented at present by gilt-edged securities and cash, assets which, if converted, will be represented by valuable, tangible, and substantial property. It cannot be said to be over-capitalising the Company in view of the intrinsic and market value of the shares. The reserve would remain at the substantial amount of over £100,000. If formerly the Company with its limited resources was able to pay a fair dividend on its shares, it ought to continue to pay such a dividend on its new capital. I presume that as necessity arises, and opportunity offers, a suitable fleet will be replaced partly out of depreciation and partly out of cash. I think such transfer of capital from investments to steamers will be made on the assumption that the steamers will, after paying their working expenses and allowing for insurance and depreciation, give a return at least -equal to that earned by the Company at present. Indeed I am satisfied the profits will in crease. I`'e submit the proposal as a fair and just one, adjusting the rights of all the shareholders and conserving the interests of the Company. We sympathise with you, Sir, in the trouble and anxiety this bother has occasioned you, particularly at this juncture, when after the serious time the Island has experienced, you and the undertakings you represent have so successfully weathered the storms, you had a right to expect congratulations that would have enheartened you to help forward the efforts to restore the Visiting Industry so seriously affected by the war, and every right to witness than return of prosperity -which you have so confidently prophesied during the dark days, and which has done so much in keeping up the hearts of the sufferers. The magnificent response that has been made by shareholders on the mainland and in the Isle of Man to our appeal for proxies to support you in the " carry on" policy, is a sincere and welcome tribute to the confidence and trust placed in you, which confidence, I am sure, will not be betrayed. I move the amendment.
Mr Holmes asked if that was not a matter for the extraordinary meeting. Mr Leek contended that the amendment could not be put, as it was a proposal to increase the capital. ("No, no!") The Attorney-General: This amendment is merely to appoint a committee to consider something.
Mr R. E. E. Quilliam seconded the amendment, and said to the sane, moderate and fair-minded of the shareholders this amendment would commend itself as the proper way out of the difficulty.
Mr Thin, who was received with applause, said he had been a shareholder for a number of years, and was also connected with steamship undertakings in Liverpool. He found that this best concerns were those paying a small dividend which had strong reserves. This Company would need all the money they had in hand-and a great ,deal more - to build new boats. The prosperity of the Island depended on the fine steamers they had, and he hoped to be able to cross in still finer coasting steamers than every before. He hoped the Company would go on and prosper more than ever. He and his friends were perfectly satisfied with their investment,
The Chairman said there was not the slightest intention on the paint of the
present board to build boats at the pre sent price. It had never been intended, or suggested. The price was prohibitive at present, and anyone who had it in mind that the board intended to build had better disabuse their minds on that point.
The amendment was then put and carried with only a few dissentients. The following were then nominated as members of the ,Shareholders' Committee: Messrs E. C. Thin, A. H. Teare, J. D. Clucas, It. C. (lain, R. D. Gelling, E. T. Heys, R. Marshall, G. F. Thew, - Sauthwith (Wigan), E. Brown (Black-pool), J. E. Beaumont, and Ed. Jones.
On a vote being taken, the following were elected: Messrs E. C. Thin, A. A. Teare, R. C. Cain, J. D. Clucas, and E. T. Heys.
ELECTION OF DIRECTORS. DEPUTY-CHAIRMAN OPPOSED AND DEFEATED.
The next business was to elect directors in place of the retiring directors, Messrs Waid and Waddington.
Dr. Marshall moved their re-election.
It war, decided to take the names . separately.
Mr Holmes seconded the election of Mr Waid.
Mr A. H. Teare, on behalf of the Shareholders' Committee, opposed the re, lelection of Mr Waid, Deputy-Chairman of the Company, purely on the question of principle. The chief reason was because he was the leader of the "wait-and-see" section of the board of directors. The lack of policy on the part of the directors had encouraged Messrs Heys & Co. in their gamble on a "break-up,." As the Deputy-Chairman of the Company, he failed to support the "Captain" in the great crisis they were passing through; but he encouraged something in the nature of a mutiny.
A shareholder rose and protested that Mr Teare was wasting time. The question should be put.
Councillor Milne seconded.
The meeting was then adjourned for luncheon.
On resuming, Mr Teare continued his speech in apposition to Mr Waid, and gave as another reason for opposition that Mr Waid was one of the directors who refused to register transfers of shares by Mr Thin. Mr Waid had no moral conception of the duty of the director as a trustre; he was devoid of any policy or lead.
Considerable discussion arose on the question of the alleged refusal of a section of the directors to register transfers by Mr Thin, who, split up his holding of over 34,000 shares to attain a greater voting strength for his shares.
Mr Hughes-Games, dealing with the point, said the Board were aware of Mr Thin's gigantic voting power, and his financial position was such that he could display "some kind of show of patriotism and sentiment" air against the interests of the shareholders. At a meeting of the local directors, they were confronted with a series of transfers bv Mr Thin to various persons for a nominal consideration of 5s. Mr Thin had, power to defeat the article of association which limited the number of votes held by one share-holder to 500. He (Mr Hughes-Games) had discovered that Mr Thin had not acted in this matter en his own account, but with the connivance of some of the directors behind the backs of others. He read correspondence which had passed between the management and Mr Thin, by which the latter proposed to divide his holding between his sons, daughters, and sons-in-law, on the understanding that they were to be re-transferred to him after the meeting.. (Cries of "Shame" and "Oh, oh!") With a later letter was enclosed forms to re-transfer the shares after the meeting. It promised to keep him fully informed as to the latest developments. Mr Thin consulted "his mutual friend," Mr Curphey, several times en the subject. In a further letter, Mr Thin said the cheques four the dividend would have to go to the friends to whom he had transferred the shares, and they would hand them over to him. (Laughter.) When the transfers came be-fore the board, Mr Hughes-Games called for all the correspondence, and in view of the fact that the transfers uiere merely colourable, they. decided to hold over the registration until the opinion of counsal had been obtained. - Continuing, he characterised the action of those who had tried to gnat the transfers through as unsportsmanlike and mean. He was quite prepared to let the matter go before the Courts if Mr Thin took his legal remedy. He warned Mr Thin, however, that if Mr Thin carried his way he stood to lose £160,000.
Mr Thin: And save our honour. (Applause.)
Mr Hughes-Games : Fancy using the word in face of that. Honour! He doesn't know the meaning of the word. (Loud applause.)
Mr Thin said a clever barrister could make a good story with a, bad case. The articles of the Company were nearly 100 years old. He had been consulting the leading shipping solicitor in Liverpool, and he had advised him that what he proposal to do was perfectly proper. Nothing underhanded had been done by him. (Cries of dissent.) Ho thought he could, instruct his solicitor to take action on Mr Hughes-Games' speech; but per-haps it was not worth while taking any notice of it.
Mr R. D. Gelling said a divided board was useless; but he considered that Messrs Waid, LaMothe, and Hughes-Games should go. (Cries of dissent.) He accused Mr Hughes-Games of deceiving the shareholders at the last annual meeting, because when the Chairman advocated a "carry-on" policy, he did not dissent.-Pointing to Mr Hughes-Games, he said: You deliberately deceived me by assenting in silence to a statement of policy made, as I thought, by the Chair-man on behalf of the board.-Mr Gelling characterised the circular as humbug and hypocrisy. (Uproar, and cries of `Vote!'). The wrecker-raiders were only out for blood and plunder. (Renewed uproar.)
After the noise had subsided, Mr Gelling resumed, and said if Mr Waid sold out he would reap £10,00, and he did not care what the consequences were to anyone else.
A motion that "the question be now put" was then put and carried.
The Chairman said after the last annual meeting when they got down into the board-room he was unanimously elected Chairman. (Applause.) He then said, "I object to Mr Waid being vice-chairman this year, because he might have to take my place and have the casting vote, and his views were opposed to him (Mr Maitland). Mr Waid said, "After the vote upstairs, I am with you, Mr Chairman." They had had more unpleasantness at the board meetings during the last month than they had had during the whole tinge he had been on the Board. They must have some alteration, and it was for the meeting to say what it was to be. There was no confidence, but much going into corners to talk. He had nothing to be ashamed of over Mr Thin's transfers. He was not afraid of his conduct in the Isle of Man during the last 50 years being placed alongside that of any gentleman who had made the charges. (Loud and continuous applause.) He asked them to give them a chance to pull the old Company through.
Mr Curphey assured the meeting that there had been no conspiracy between him and Mr Thin on the question of transfers.
Mr Waid, in reply, said he had been elected 17 years ago by a large majority of shareholders, not co-opted as some of the- other directors had been. He had no intention of wrecking the Company, be-cause his holding in the Isle of Man was greater than his holding in the Company.
On a show of hands, the Chairman declared the motion carried.
Mr J. D. Clucas then asked for a poll, and. handed in the requisition.
Mr W. Webster, of Manchester, suggested that any steamers which the Company might acquire should have the old names given them,
Mr Curphey said he hail seen the Hazel last week, and was very well pleased with her. He believed they had got a vary good bargain, indeed. If they put the word "Snaefell" on the bow and on the stern, and painted her funnel red and put her alongside the Victoria Pier, not nine people out of 10 could distinguish her from thle late Snaefell.
Dr. Marshall moved that Mr Wadding-ton be re-elected.-Curried unanimously. On the motion of Messrs J. D. Clucas, sereanded by Mr Thin, Messrs W. H. Walker and Co. and Mr Edw. Martin were re-elected auditors.
RESULT OF THE POLL.
The poll on the motion that Mr Waid be re-elected a director occupied some four hours ;in taking and checking. It was announced at 7-30 p.m.
The Chairman, in announcing the result, said: This is the result of the poll on the nomination of Mr Waid as a direc-tor of the Isle of Man Steam Packet Company, Ltd. The votes cast in favour of Mr Waid number 2,327; the votes against Mr Waid number 7,042 (loud applause).
In reply to a question by a .shareholder, the Chairman declined to state bow many shareholders the votes represented or to state how the proxy votes held by the chairman and directors had been cast.
The remainder of the business of the annual meeting was adjourned to Wednesday at 11 a.m., when it was stated the question of filling up the vacancy on the board of directors would be dealt with in accordance with the Articles of Association.
EXTRAORDINARY GENERAL MEETING.
While the poll on Mr Waid's nomination was being taken, the business of an extraordinary general meeting called on requisition by certain shareholders to consider a motion of which Mr E. T. Heys (Stockport), brother-in-law of Dr. Mar-shall, was proceeded with. The notice of motion was in the following terms:-
That, in the opinion of this meeting, in view of the unique financial position of the Company the time has now arrived when the Directors should take the earliest opportunity of-
1. Offering the undertaking to the Manx Government on reasonable terms of purchase under a scheme of nationalisation;
2. Reconstructing the Company; or
3. Disposing of the undertaking as a going concern to the best possible advantage, and in such a way that the business of the company may in no way be interrupted; and in the meantime the directors should carefully conserve the funds of the company which they have now at their disposal.
Mr Heys, in submitting the motion, proceeded to refer to the abuse which had been showered upon him. He said he would leave it, however, because there was :another place where the editor of the "Times" might be called upon to justify his remarks (hear, hear).
The Chairman, in reply to Mr Heys, said they had never contemplated building new steamers at the present time,
Mr Waid denied that, and said that the Chairman wanted to build two new Ben-my-Chree's.
The Chairman strenuously denied his. Mr Heys, continuing, said the dividend of 20 per cent. just declared was the result of the action of the shareholders' committee. The Chairman of the Company was also Chairman of the I.O.M. Banking Co. and of the I.O.M. Railway Co., and he was therefore subject to influence by those interested in the visiting industry.
The editor of the " Times" was also Chairman of the Palace and Derby Castle Co., which was dependent upon the visiting industry. Mr A. H. Teare was a director of the " Times," of which paper the. LO.M. Bank held £5,000 debentures. Leaving personalities, he said the capital of the Company was £220,000, and it had bought and paid for a fine fleet. The highest dividend ever paid was 6½ per cent., in 1913; At the outbreak of war, the assets were about one million pounds, and the yield on that amount was only about i per cent. When the war broke out, the British Government took over seven of their best boats. They had received £426,000 for those boats, which was less than the cost of the boats, the assets to-day amounted to £1,100,000, irrespective of goodwill, which cost £800 a year in advertising. He alleged that the break-up price of each share at the present time was £6. He claimed that if the Manx people wanted a steamship company, they should control it themselves and should pay for it. Nationalisation of the steamship service was being universally accepted. There had never been any suggestion that the Company should be wound up absolutely. They might re-construct the Company by forming it into a new Company with larger capital. They could sell out to a new Isle of Mean Company, receiving 50s per share in cash and 2.-1 shares in the new Company (laughter). He did not advocate that, but considered Nationalisation the only feasible way. The third method would be to sell the Company to an English Railway Company or English Shipping Company. This would get over the difficulty of retaining a large fleet for a, few months' season. This was not a charitable but commercial concern, and the share-holders had a right to receive a fair return for the money they had invested. They did not want to take the money away, provided the money was not frittered away on new boats, and that they were guaranteed 5 per cent. on the capital, secured on bonds issued by the Manx Government. He would be prepared to deal in as generous a manner as possible with the Manx Government. It was a proposition which should appeal to the Government.
The Chairman: You don't know the Manx Government.
Mr Heys said he loved the Island, and the best way to secure its future would be to have a Steamship Company controlled by the Manx people.
Mr Holmes seconded.
Mr J. D. Clucas, in the course of a long and vigorous speech, opposed the motion. He said the Manx Government had no idea of going into such a wild-goose scheme of nationalisation as that suggested by Mr Heys. The Manx Government would not get any Treasury consent to such a proposal.
Mr Jones said he had never heard fewer reasons against nationalisation. The Chairman told them that their assets amounted to about £1,150,000. He was an English shareholder, and had bought the shares to make money. Although it was not to the advantage of the shareholders, they could offer the concern to the Manx Government for £900,000, the purchase money to be secured on Government script. If the Government did not take up the offer, then the members of the Government were not the men the thought they were.
The Chairman said that Nationalisation was not practical at the present time. Again, if they wanted to sell, let the Government approach them, instead of the shareholders hawking their undertaking.
Mr Teare agreed that Nationalisation was impossible, and to reconstruct the Company with the capital of £1,000,000 was likewise impossible. To sell to an English Railway Company was also impossible. No Railway Company was in a position to take that up at the present time. He urged them to endorse the policy of " carry on."
Mr W. J. Harris suggested that the meeting should give the directors power to distribute two free shares for every one held at present.
Dr Marshall said it was because they had lost seven boats and had only sufficient money to build one Ben-my-Chree that this position had arisen. This might not be an opportune time for Nationalisation, but it would have to come, and at the present time they could afford to be generous. They could make a present of all the boats and buildings belonging to the Company to the Government, and if they retained the cash balance they would still be well off.
Mr Heys said the directors had no right to give Messrs Clucas and Teare the list of shareholders.
The Attorney-General read from the Companies Act to show that the board were justified in allowing access to the list.
On a show of hands the resolution was lost.
The result was received with loud applause.
Mr Leek demanded a poll.
The meeting was adjourned to Wednesday with a view to the announcement of the result of the poll.
On Wednesday, the business of the annual general meeting, adjourned from Tuesday, was resumed. Very many of the English shareholders who were present on Tuesday had left by the morning boat; nevertheless a goodly number remained over to the adjourned meeting, and these, with the local shareholders, constituted a fairly large attendance. It was noted that Mr W. A. Waid, who had been rejected in his candidature for re-election to the directorate, on Tuesday, was not present.
The Chairman said the question to be decided first was the appointment of a director in place of Mr Waid. Under the circumstances the Articles of Association provided that the board should recommend an appointment and submit the name to the meeting for approval. The board had unanimously agreed to recommend the appointment of Mr John Donald Clucas (applause), and that was the question the meeting would have to vote upon.
The Attorney-General said that nobody else could be proposed, as the necessary 14 days' notice had not been given.
A vote was taken upon the directors' recommendation that Mr Clucas be appointed a director. The great majority of those present signified approval, though a considerable number of hands were held up against.
The Chairman declared Mr Clucas carried, and there was another outburst of enthusiastic applause.
Mr Teare said he desired to move that, consequent upon the overwhelming vote recorded against Mr «'aid, with whose policy Mr Hughes-Games was associated, the shareholders declare that he (Mr Hughes-Games) does not retain their confidence, and hereby ask him to resign the office of director.
The Chairman said that before Mr Teare proceeded, he (the chairman) appealed that the matter should end. This morning Mr Hughes-Games had said to him, " I am on your side, Mr Chairman." Under the circumstances he (the chair-man) thought the matter should be allowed to drop.
Mr Teare said he was only following out the wishes of the shareholders. For Mr Hughes-Games personally, he had admiration and respect, and out of deference to the chairman he unhesitatingly withdrew the motion (applause). He congratulated Mr Hughes-Games, and hoped they had heard the end of this quarrelling and bitterness in connection with the Company. ,
The motion -was then withdrawn.
Mr J. D. Clucas returned thanks to the directors and shareholders in connection with his appointment to the board. He assured the meeting that 'he had not sought the position, but he would endeavour to protect the shareholders' interests along with his own. He believed there was a very good prospect of prosperous times before the Company (hear,
hear). He admitted that the golden bait which was cast before the shareholders was extremely tempting; but personally he had felt confidence that it would be resisted by the English, Scotch, and Irish shareholders, who were so fond of the beautiful Island as much as anybody else. He was extremely sorry that so much acrimony should have been displayed, and he hoped that all would now lot bye-gones be bye-goner, and that all would endeavour to act for the prosperity of the Company and the Isle of Man (applause).
Mr Teare congratulated the board upon the splendid selection of a director they had made.
MR. HUGHES-GAMES THANKED. Mr Leek said than an behalf of a large number of English shareholders, he de-sired to thank Mr Hughes-Games for the part he had taken in the meeting on Tuesday. He was delighted to hear the differences on the board had been ad-justed, but without opposition on a board occasionally, there could not be good
business. On behalf of English share-holders he thanked Mr Hughes-Games
immensely for the daring way, in which he had given the meeting, yesterday, the information which he thought the share-holders were entitled to. He was expressing not only his own views, but the views and gratitude of English shareholders and the confidence they had in Mr Hughes Games (applause). They felt proud to be represented on the board by a gentleman of such ability, knowledge, and acumen. He hoped that the Company would have even greater prosperity than, in the past, and he wished this beautiful Island every success. He moved that an expression of thanks to Mr Hughes-Games be recorded in the minutes.
The Chairman said the expression would be noted on the minutes.
Mr Hughes-Games said he was greatly obliged for what had been said. He thought the differences had been greatly exaggerated. The only difference between the Chairman and himself was whether at a critical period the shareholders should be consulted. The whole thing was over, and he would support the chairman (applause).
THE CHAIRMAN THANKED.
Mr Teare moved a vote of thanks to the Chairman for the manner in which he had conducted the business of the annual meeting. The Chairman had risen splendidly to a difficult task. The shareholders would be glad to hear Mr Hughes-Games' reference to the union that now existed between himself and the Chairman.
Mr Gibson, seconding the motion, said the shareholders were under a great obligation to the Chairman, as it was due to him in no small measure that the Steam Packet Company was enabled to carry on intact (applause).
Mr Holmes, supporting the motion, referred to the chairman as the grand old man of the Island. No- doubt the chairman had had an anxious time yesterday, but they all felt he was a man of the greatest honour and integrity (applause).
The motion was put to the meeting by Mr Hughes-Games and was carried with acclamation,
The Chairman, returning thanks, confessed that he could not bear the idea of the Isle of Man Steam Packet Company being wiped out. After being 30 years on the board, it could be imagined with what affection he had come to regard the old Company. The Company had grown from very small beginnings to be the first among the channel services of the whole world (applause). Everything was in Al order, and they were just going to have a splendid time when the wretched war broke out and stopped everything. He urged that the Company's first duty was to replace the boats they had lost. The money they had was not profit, but the capital value of the boats, and these boats, he felt, they were bound to replace as far as possible. He had stuck to that through thick and thin, and this was the beginning of their little differences. How-ever these had come to an end. As he had said, Mr Hughes-Games came to him this morning and said, " Mr Chairman, I am with you."
Mr Hughes-Games: I said it yesterday, too.
The Chairman said this was so. He thought they might rest assured that they were now in four a little bit of smooth water for a while. He again thanked the meeting very heartily for their vote of confidence.
VOTE OF THANKS TO MR. WAID.
Mr Leek moved a vote of thanks to Mr Waid, the late director. He, spoke in high terms of appreciation of the services rendered the Company by Mr Waid, and said he hoped that the strife which had arisen would soon die a natural death.
Mr Cleave, who said he had attended the shareholders' meetings for 35 years, seconded the motion.
Mr Teare, supporting the motion, said that though he opposed Mr Waid's policy, personally he had the greatest respect for him.
Mr Heys, who also supported the motion, said that Mr Waid had been a director for 17 years, and for 10 years of the period he had been vice-chairman. He knew that Mr Waid had saved the Company long thousands in coal cost and in overhaul of steamers. He (Mr Heys) could not help thinking that once this bitterness had died down, Mr Waid would be reinstated in his position as a director (hear, hear).
The motion was put to the meeting by the Chairman and was carried unanimously.
THANKS TO MANAGER AND STAFF.
Mr Brearley moved a vote of thanks to the manager of the Company and the staff. He was sure that Mr Corkill had the entire sympathy of the shareholders in his arduous position yesterday, and he felt that the staff on shore and afloat could not be improved upon.
Mr Parkinson seconded the motion. He referred -to the great interest he had taken in the Isle of 'Man for many years, and to his constant efforts to send people here. Alluding to Mr Corkill, he spoke of that gentleman's conscientious work on behalf of the Company, and as to the harassing time through which he and the staff had passed. He (Mr Parkinson) prophesied for the Company greater prosperity than it had even had in the past, and he did not see why they should not build commodious boats that would carry the people, who otherwise would not be able to come to the Island. Even if the expenditure at the present time would be great, what did it matter? If the cost was £100,000, and they got £300,000 out of it, they
would be gaining money (laughter). He hoped and trusted that the Company
would carry on. People were waiting in thousands to dome to the Island next season. He loved the little Island and had done for 50 years,, and he trusted there was a great future before it.
The motion was put by the Chairman and was carried' with acclamation.
Mr Corkill said that at the end of an exceedingly long session, the meeting would perhaps allow him just to say that an behalf of all the servants of the Com-pany afloat and ashore, he sincerely thanked the meeting for the very kind vote.
The Chairman declared the proceedings of the annual meeting concluded. He announced that when the committee of shareholders, appointed on Tuesday, had reported, an extraordinary meeting of shareholders would be summoned to receive the report.
The business of the extraordinary meeting was further adjourned to 2-30 p.m., the report of the srutineers in connection with the poll taken on Mr Hey's resolution not being ready.
THE NATIONALISATION & RECONSTRUCTION PROPOSALS.
MR. HEYS' RESOLUTION DEFEATED
When the extraordinary meeting was resumed at 2-30 p.m.,
The Chairman read the report of the scrutineers on the result of the poll taken on Mx Heys' resolution, as follows: -
Votes cast in favour of resolution... 4,441
against .................. 7,273
Loud applause greeted the announcement.
Mr Heys proposed a vote of thanks to the scrutineers. He sand he would also like to thank those shareholders who did him-an unknown man-the honour of giving him their votes. It was a some-what daring thing for him, a stranger, to oppose the Chairman. He claimed that neither in action nor in word had he done anything ungentlemanly. His whole action was designed for the benefit of the shareholders and of the Isle of Man. He believed that what he had done had brought nationalisation within the range of practical politics. He had not succeeded the first time, but he believed more would be heard of the matter, and he hoped the directors would consider it. Meanwhile he and those who had acted with him had achieved some measure of success. They had carried the conservation of the reserves; they had carried a dividend of 20 per cent. ; and from the other side had been carried a motion in favour of allotting two shares in respect of each one now held-so that, on the whole, they had not done so very badly (hew, hear).
Mr Teare said the was very glad to second the motion. By their extremely difficult work the scrutineers had earned the gratitude of the meeting. He testified to the gentlemanly manner in which Mr Heys had conducted himself in the debate. He also thanked those share-holders who had entrusted proxies to Mr Clucas and himself. The response from all parts of the country was conclusive evidence that the grew; majority of the shareholders wished to see the company carried on.
The Chairman said he never wished to meet a more honourable opponent than Mr Heys (applause). He had only known Mr Heys since yesterday. He thought they would all part good friends.
Mr Hughes-Games said that anything he had said yesterday which might have been painful .to Mr Thin he now withdrew. He had no intention to impute anything dishonourable to Mr Thin, or to cause him pain.
The motion was agreed to.
Ms Burgess, on behalf of the scrutineers, returned thanks.
The Chairman: I think that closes this long and historic meeting. Never in the history of the Isle of Man Steam Packet Company has there been such a meeting as this has been, and those of you who have been present at it will have some-thing to talk about for the rest of your lives (laughter and applause).
A votel of thanks to the Chairman was carried with acclamation, and ithe pro-ceedings concluded with three rousing cheers for the Isle of Man Steam Packet Company.
It is understood that at a meeting of directors, Mr Maitland was re-appointed chairman of the board, and that Mr Hughes-Games was appointed vice-chair-man.