An extraordinary meeting of shareholders in the above Company was held yesterday afternoon.
Present—Messrs. R. W. Little (in the chair), Behn, Bade, Drysdale, Carmichael, Schuidt, Detmering, Wade, Heywood, Kidner, Wilson, Koch, Wieters, Scheefer, Jaques, Reding, Ibert, Macgregor, Jones, Dunn,' McAllister, Knoop, Carter, and Brandiio.
Who Svoretary having read the summons calling the meeting, The Cuamway said—The object for which this meeting is called is so well Imown to you, that it requires very few words from me to introduce the resolution which the Directors are ing to propose. At the time that this Company was. started, it was considered almost impossible that' local Marine Insuance Compinies cmtld fail to make profits. In that belief it w led that an inter rest~iividend of 12% should alway @ paid to the shareholders. But competition has now almost reduced Marine Insurance to the level of other forms of trade in China, and we have been so near losses obliged to recognize their the Deod.of Settlement stands, we must go on paying 12 % to our shareholders, even if we should have to attack our Reserve Fund, ultimately even our Capital, to find the money. 'This, of course, we cannot do, and therefore we are obliged to alter again the Deed of Settlement, unwilling as the Directors are to give any ground for the charge that we are always' tinkering' at it, The question, as you know, was generally discussed at the Inst half-yearly meeting, since which false impression has appar rently found emreney, that the Directors not see their way to paying a dividend at all, for the six months now closing. The danger that the Directors sw was that they would be called on again, as they have been before, to pay a dividend before they Imnew whether they had earned it or not. There was, therefore, only one course open; to chiange the Deed of Settlement so as to authorise the Directors to postpone the declaration: of dividend until the a nial mooting in ench year when the accounts are presented, and when the Direotors can say for certain how much is safely available for distribution, We propose also to take power to pass an interim dividend for the first half of the year, at the October meeting; #0 that the practical effect of the resolution, if you past it, will-be that we shall pay Our interest-dividends in future in March and October, instead of in uary and July; and we shall pay them with a light heart and no fear of consequences. Before I sit down, I may say a few words on thennfortunate rupture that has ocourrod among the various Oftices'since we met Jast. The blow that dissolved the union wwe; like most of the other Offices, consid ered ill-timed and unnecessary." How it has been followed up, you know. Tdo not imaging that the present system will last Jong; for our part we shall be glad if new agreement can be soon arrived at. We are happy to have no loss of business to announce, except such as may be accounted for by the dullness of the tithes; and we are at present making such arrangements as we think, even if we have to work independently, will place our operations on a sound and safe footing. Atany rate, you may rest assured that we shall not do bu: ness at rates which our statistics and ex] nonce prove to us must leave a loss to the Office. The Secretary will read to you the "resolution we propose. We are anxious to -see our Reserve Fund increased, but we have thoughtitbetter to leave untouched the distribution of the balance of profits after the interest-dividend is paid; and we rely on the shareholders to ce-operate with the Directors in making the reserved third, each year, an appreciable contribution to the Fund.
The resolution proposed by the Cuamr-MAN, on behalf of the Directors, was then read as follows 92.—The Court shall, previous to the time appointed for holding the first General Meeting in each year, ascertain so far as practical ble the net profits, if any, of the Company for the proceeding year ending on the 31st day of December then last, and after making due provision for all liabilities of the Company pending up to the time of such Meeting, declare what sum, if any, is available for distribution as Profits of the Company for such preceding year, and such profits shall be applied in te'first instance in the payment of a idend upon the paid up capital of the Company at the rate of twelve per cent per annum, or at such less rate as the Shareholders at such General Meeting or at any other General or at any: Extraordinary Mecting shall from time to time determine and direct.
'92a.—The Shareholders shall have power at the second General Meeting in each or any year or at any Extraordinary Meeting, to Geclare an interim dividend at a rate not ex-coeding six per cent in respect of the half year ending on the thirtieth day of June, and Such interim dividend shall be~ taken" and allowed as in part payment of the dividend payable 2s mentioned in the Inst precedii clause in respect ofthe financial year during Which such interim dividend shall have been 2—Subject to the payment of such dividend or dividends as aforesaid, two-thirds of the net profits of the Company shall be returned as a bonus to all contributors of business to the Company, rateable in proper tion to the amount of nett Premia contributed cly each firm or person during the preceding; Bereasried to the Mesorve Fund, ar, ard the remaining one-third (jrd) shall
Provided that when and so soon as the said Reserve Fund shall amount to Three Hundred Thows Is Shanghai Sycee (Tls. 300.000) no further sum shall be carried to the Reserve Fand, and any surplus, after the payment of h interest and bonus as aforesaid, shall be divided amongst the Shareholders of the Company, in proportion to the number of wh Mr, Dosw did not know whether ho was out of order, in referring to a hope which had been held out at the last meeting, of something being recovered fromthe Sedan. Might he ask whether anything had been recovered, or whether the prospect of doing so was brighter?
The CuarnsaN said the matter was in itie same position, He believed he had mentioned, at the last meeting, that nothing could be done till the Spri Mr. Somaupr said ho had Lately seea Mr. Grant, who had thematterin hand, and who said appliances were now on their way from home with which he had strony hopes of recovering the whole of the treasure.
Mr. Revive had lately heard from Mr. Dreyer, that the steamer was so broken up that it-was almost impossible to work on her; and that there was very little hope of MoAutisrer here seconded th Chairman's resolution.
Mr. Maconecox wished, before the resolution was put, to suggest some allerations. It was not clear, in the present state of the Company, whether it was sirable to make any change in its constit ion. But if one were made, he thought it. should be done in the following terms, which he wished to propago as an amend-
92.—The Court shall, previous to the time appointed for holding each half yearly General jeeting, ascertain so far as practicable the net profits, if any, of the Company for the preceding six months then last, and after making due provision for all liabilities of the Company pending up to the time of such Meeting, declare what sum, if any, is available for distribution as Profits of the Company for such preceding half-year, and such profits shall be applied in the first instance in the Payment of a dividend upon the paid-up capital of the Company at the rate of twelve per cent. per annum.
He would expunge 92a, and alter the first para, of 92) to read as follows 925.—Subject to the payment of such dividend or dividends as aforesaid, one half of the net profits of the Company shall be returned as a bonus to all contributing shareholders, and one-fourth to all contributors of business to the Company, rateable in proportion to the amount of net Premia contributed by each firm or person during the preceding year, and the remaining one-fourth shall be carried to the Reserve Fuud— leaving the second paragraph as it stood in the original resolution, He proposed to make these alterations because they had already had one unfortunate year; an immediate return was now made' to contributors of 33} per % and if the business of the Company could not be carried on to pay 12 per cent, to share holders while making such a return, it was a question whether it were worth while to carry on business at all.
Mr, Scuarpz asked, would contributing shareholders, under this proposal, get the half, and the fourth besides Mr. Macorzcor—They would get the half, and participate in the fourth.
Mr. Reprxa seconded Mr, Mncgregor's proposal, After a pause, The Cuarmran said, from the short consideration the Directors had been able to give to Mr. Maegregor'samend-mont, it seemed to them thatthe change first proposed was unimportant, But, leaving out the words or at such less rate as the shareholders at such general meeting &e. direct," would put the Directors ina dilemma it the profits should not amount to 12 per cent, Mr. Macanecor thought not. If they had not realised sufficient profit, they could not have a dividend.
Mr. Oarwtcnans thought Mr, Mucgrogor was travelling out of the province of the meeting, in discusing the return of 335 per cent. They were not here, to discus the rates of premia, but a proposed alt ation in the Dewd of Settlement.
Mi. Macorzcor thought he was in order; the whole question arose out of that before'them.
Mr. CanaicuaEt dissented.
Mr. Lirrze said the cash discount ought not to be confounded with the dividend. Experience hud shown that the former was very variable, They had known it 16, and 10, and. now it was 33 per cent. The Directors did not at all wish to bind thomselves to the present rate, which was not, he Lelieved, even uow given by all Offices. As regarded the return Mr, Macgregor proposed, the original idea had been that all contributors should participate in a return, All contributions benefitted shareholders, and a return given to contributors, by indueing business, was as valuable to shareholders as if they got it themselves A large business was given them by non-shareholders who, if they got no would go to other Offices. The difference that it was hardly worth raking. So far between 663 and 75 per cent. was so trifling
therefore as the Directors had been able to consider the points raised, they inclined-to hold to the clause as proposed Mr. Macarzcor hoped he had not been understood to mean that contributing shareholders should have all the return, But they should get the best return; and he proposed his amendment in their interest, ax being likely to attract shareholders, 'Mr. Scaspr remarked that three other Offices—the China Traders'," the "Chinese" and the "Yangtsze" were returning, the two former 66%, and the latter all the profits. " Mr, Macgregor's amendment would make the China & Japan return 3, leaving only to be carried: to Reserve
Text read from the printed page and cleaned; old type leaves the occasional error.