Dr. H. Chatley asked what proportion of the Tls. 450,000 represented actual value received in the original assets handed over by Mr. Benjamin, what proportion servi and whether the latter were on Percentage basis.
The chairman said the whole was given for services rendered over Period of eight years.
'When Dr. Chatley' described the sum asa very large one for any man to earn even in eight. years. Mr. Arnhold answered the payments were not on a percentage basis.
Mr. Soyka claimed that no direc for could legally give a bonus to another director without permission, of the shareholders.
Mr. Arnhold explained that this year that a diversity of opinion between lawyers occu Mr, H. E, Arnhold (chairman), ary gift for sizing up the ;.|by Mr. Soyka, but which were only tee to examine the—matter— ted, when the auditors took: legal advice, and rather than go into sided at the meatng, ties of development of " individual Feceived By the last night.
'They elected by the shareholders, not by refer to the confidential fifiee of the company." 28. Jinkee properties, and it was largely due the directors: to make unlegal pay' jamin immediately refunded to lengthy Negul proceedings fir. Ben-oat, "in "th aierndon adhe tion contained in the memorandum to this that there has been such make it, legal the committee. of Was supported by Mr. Py W, Massey, Mire BD. Beith, Me. Vu Yacching, fan enormous increase of the com-shareholders which,"as stated No Question of Legality Mr. Soyka further argued that pany's revenue and profits, For Mr. Chun Bing-with, Mr. L, J. Davies the where directors had given Mr, B irman's speech at the annoat example, in 1980 and 1931 on the Mr. Ammhold took exception to (directors), 'Me. M. Reader' Haves ting, to which T referred above Jamin credit for bigger profits, repurchase and resale of three in-legal adviser), "and Me. ie wax' not considered im the best the remark about "illegal" pay-alts had really been due to' cir-dividual properties, profit of Tis, ments, Before they were made Sparke (manager), interest of the company to disclose." cumstances which affected all pro-1,455,000/- was made more than their legal adviser said they were Mr. Sparke ead the notice con-'The finding of the shareholders Uiree' times the total amount which in order in accordance wit perty owners, and not to any!ex-committee adequate proof. that beer satisfied traordinary genius or foresight on vening the meeting, and the resolu: is proposed to pay to Mr. Benfatticles of association, he stated. the part of Mr. Benjamin... Tne the committee has tone which "tan. as' follows:—Jamin. Had we not secured Mr, jon the ere was no question' of legality, creased. profits were the result of "Swat the directors be and they Benjamin's goodwill, there. would but a "difference of opinion be-the drop in exchange and. the in-are hereby authorised to pay have been nothing to prevent the tween different lawyers." The meotcrease in value of the. properties Maurice Beniamin's sim answers to all his questions from whole of this profit going into his ing was being entirely misled by ought cheap since 188, but not on ihe management, but T do not prot secvires tendered by him (9. the 800 as remuneration for: special pocket instead of into the coffers of company, no meeting would Ne. Soyka. If this were & London the properties bought for the com: pose to reply to same at a share the company, folders "meeting and. thereby" dis-company, in accordance with the Fee pany by Mr. Benjamin. 'The share-"Other instances could be given, adjourned because few ah Iders who financially' assisted the close. information which it is but this is surely sufficient to. show holders were in Shanghai. As a company and who got a very small against the best interests of the directors by committee of share: that heving loyally lived up to his matter of fact he believed nearly return were entitled to the credit, company to disclose. <I" would, holders invited bythe hoard to eon three quarters of the shareholders and not Mr. Benjamin, undertaking to the company, he is however, point out to" Mr. Sokya sider the whole question entitled to adequate remuneration. were represented at the meeting, that when buying large properties for. "hearing tt In reply to Mr. Soyka' and they had the consent of three Misunderstanding Aroused the' price is. not based en the Special Committee Formed quarters of those absent. Mr. chairman ded return. these' properties are' pay-Mr. Arnhold then spoke as "As was pointed out at the an-ing, but on their potential. value Ming, was appointed by Sir Robert figures" which follows: Ho-tung to represent his interest ual meeting, it was not considered fatter they have been fully devex The circular issued to sharehold-a holding of some 158,000 "Soke in conidenee n the best interests of the company oped. "What that value will Mr. Soyka stating that the while Mr.
Kadoorie was loo} ers on June 21 to disclose all the various matters Ezra be is naturally a matter of conjec-Estate had been bought wise toa certain amo ing after hi father's interests. "He which have to be taken into conture until the full" development much as Tls. 700,000 per understanding which, I thi stronely. op) an adjournment, ik, would sideration in deciding the question taken place. During the recent the chairman corrected his added the chairman. have been avoided had shareholders of Mr, Benjamin's remuneration. A boom years. the. development figures by declaring that the pur-voterred to the remarks made from, number of shareholders were there-The resolution for an adjourn-chase did not cost more than Tis, companies' properties hat not been tthe chair at tne annual meetin, fore invited to form themselves into ment. sine die, seconded by. Mr. 350,000 a mow. rapid as it might have been, a3 will therefore preface my re: committee to consider all the cit-the Board: decided to employ' the Liang, was lost by a large 'Mr. M. J. Cheng maintained that nuaks by reading to_you an extract /cumstances, and, needless to say, the Companies' funds largely in the the "resolution was well and from the chairman's speech at the fallest details have been placed at purchase and re-sale of propert Mr. A. M. Cannan said he good for those who bought shares annual meeting, the disposal of this committee whose fand the profits thereby achieved, thought some qualification was call-twenty or thirty "years" ago, but Before concluding, 1 would like to ex-body a letter addressed to the recommendations have been em-shown la the figures 1 have alread ly }ed for on part as regards the many who bought two of three ere laterest through "delay In the quoted to you, Tar exceed any lone slatement that the decision of the years ago, since which value had fete renrst Of the' Hoard that board was unanimous Uropped saw no. benefit accrued He haw had: to proceed to. Europe for development of individual' properties, The "Board iz and. has been Bayivni. Tm regard te the frat from Mr. Benjamin's special se read wns of health, largely due to. the Payment he' registered a protest viees for which they should this letter, which is dated June 22, that he remained in. Shanghai anxious to develop these. properties which was duly recorded. At'a sub-more than half a million dollars, last summer in the in ease you have not had an opfas rapidly. as the' Company's: funds Sequont meeting that minute He opposed the resolution, and portunity' of doing 80. pany. asked whether it would not have inning of 8, Me, Ben 'To the Shareholders, will permit' and' in this respect Withdzawn, with a proviso. that the 4 jamin turned over to the Company. all ba ment deen more correct to have taken would refer you to the chairman' fatter be' submitted to the thare-Temarks at the annual' meeting, holders at the 1932 general meet. vote on the motion for an own properties and some of those journment. fold "under Heage to hin andthe good: man's speech at' the "Annual Gener Twill now read the "resolution. ing, which he understood was not. Will of his business, "On his ming Teased properties, the Land Sfceting hed on May ly" 193 the which is proposed by myself and see-With "regard to the second he chairman replied that. show of hands of two and and a half was taken rectors Invi undersigned fonded by Mr. G. G. Franklin.
pure Into the question "of "Me. Benj options were Ie the. com ion special se wwyers having in. the lay with the requisite number to the resolution is now open for discussion and T shall be pleased interval advised him that the deci demand a poll. As Mr. Soyka during the par the hoard "was. somewhat attempted to continue reference to encaneurentty wth the conclusion. years. ov"answer" any questions ines of the Cabinet, that land pure hi 'Arnhold sai The holders may wish to ask. the nent jamin ne negotiations, Mr. Benjamin agree full either. to acquiesce or the company had no intention of Mr. L.A. Soyka asked whether services principally to. the Land' Company. He the Moard with the Tls." 450,000 had already been he "found himself in an gelling the land to which he re-of Directors of this company early.
Joining rd, Position. a mem: ferred, which they had already got paid to-Mr. Benjamin, and when 1025, "Since that time we have had the ances under which he agreed. to tura ber of the board by virtue of his under' development, the, the payment appeared in' the full" benefit of his great experience, over all of hin" own properties and.
Mr. Cheng called a poll on tha ability and energy, 19 which previous ive his services principally to the: beaks of the company, seat Ke'wan unable to act on his own ion as representing the, agents, original resolution, but a show of chairman repeated his state-Feference had been faude from the chal ment that Mr. Benjamin had retive. There appeared was first' taken by the "An the chairman regards development inted out to you other course for him than to ace twenty-three voting for schemes. The results of his offeree nnd funded the money.
'Asked by Mr. Soyka whether: quiesce with the majority of the: twenty-five against." 'The ard work on behalf of the Camps Board and, take the steps he di chairman then decided on' a poll, are. reflected in murly. ways benet the payment was legally binding scrutineers for which were Mr. {o'the company in recent yours, and in jon. the company, Mr. Arnhold regents and resign' from the board to relinquish his position with the Bone and Mr, W. G. Richmond. the rently tin proved. position' of. the compan whole shee 10% Tied that it would be the moment profits. derived the resolution was passed ie" recognised it would be" dis-Announcing the result as. given 'Shortly after joining the board, th Mr. Soyka then "asked "Since astrous if they were to call on Mr, the chairman—mentioi ration of Mr. Benjani' "of 'a. Director to devote his enetgles and intalligenes the "payment to Mr. Benjamin is Benjamin to resign from the board terete of the Company on hit not legally binding, on the company, allow His services to. purporting to hold Toa come to that after wil the company's legal " adviser Unrecognised. He was spanking 198 votes and of M; thud elapsed the matter ould come confirm that' this extraordinary without animus, and, merely did not holding 109 votes, for further disc general meeting can legally pro-tov think he ace lowed "as neither of them wera sat Lih peg het tous tatart port the Directory' recommen tedly with the shareholders. ErSmncant {0 cover disbursement and pass a resolution whic fR°sum of is. 190.000. be Tow ts Seapectbut fs Ee! inten {98 tue ates rena tion. {ng on the company? disbursements not legally bind-"The chairman said nothing had Current Return Unalfected Sango toh eels into com been put to the legal adviser. Mr.
Bue ha tle gen ena would Benjamin having refunded the pay-Bowed tek tabeeuay pression which seems to have gained ments. The meeting could now Teal Naw "Hontendaton to" the ground that this payment to Mr. authorise the company to. make renldee ceinayten nceaty for benjamin would affect the return to. the payments. shareholders in the present year and On Mr. Sokya proceeding to deand to point out that, owing to the clare that the legal adviser advised Acquistion of Propetis healthy state of our reserve accounts the board not to mention payments "Prom the above remarks share-and carry forward, the financial made to directors, but to charge it holders ust have realised, feel, position of the company is such to the the cost of their' property,
Text read from the printed page and cleaned; old type leaves the occasional error.