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The Pamphlet Collection of Sir Robert Stout: Volume 84

Directors' Fees

page 21

Directors' Fees.

We propose that the fees for the nine Directors be reduced from the sum of £3,000 authorized by the Articles of Association to the sum of £1,500; and as your Company is so largely interested in the subsidiary Companies as a holder of debentures and shares in the undertakings, that letters be addressed to the various Boards requesting them to reduce (for the present at all events) the Directors' Fees in the case of the River Plate Company, to an amount, say of £600, formerly £1,200; in the Austrian Company to, say £500, formerly £1,200; and in the Edison-Gower-Bell Company to, say £300.

The Boards of the subsidiary Companies at present are :—

River Plate Telephone Company.

  • Mr. John Taylor, Chairman.
  • Sir Alexander Armstrong, K.C.B.
  • Major Henry T. G. Fitz-Gerald.

Telephone Company of Austria.

  • Mr. Henry Grèwing, Chairman.
  • Mr. C. L. W. Fitz-Gerald.
  • Mr. R. E. Bateman.
  • Mr. Josef Wessely (local).

Edison-Gower-Bell Company. (At present.)

  • Colonel Gouraud.
  • Honourable H. Spensley.
  • Sir A. Armstrong, K.C.B.
  • Sir J. Vogel, K.C.M.G.

Colonel Gouraud, Sir Julius Vogel, and Mr. Spensley thus far have retained their teats at the Edison-Gower-Bell Company's Board, so the control of that Company is still in their hands, but it is only a question of time.

page 22
The revised Board will be:—
  • Mr. Arthur Baker.
  • Mr. R. Van Zeller.
  • Mr. J. H. Buckingham.

In connection with the Edison-Grower-Bell Telephone Company of Europe, we find that the large item £23,380 9s. in the Balance Sheet of that Company was a liability incurred by the Directors of a Company called the

European Telephone & Electrical Manufacturing Co.

Capital £800,000, in £450,000 Preference and £350,000 Deferred Shares.

The date of the Prospectus of this Company is 2nd July, 1881.

The Directors were—
  • F. A. Gower.
  • J. L. Montifiore.
  • Sir A. Armstrong, K.C.B.
  • Sir Juliusvogel,K.C.M.G.
  • R. M. Robertson.
  • M. M. Moore.
  • J. H. De Ricci.
  • L. Solomans.

This European Telephone Company did not float.

If the floating of this Company had been a success, the Edison European Company and Mr. Edison (for whom Colonel Grouraud was acting as Agent), were to have received £78,500 in cash, and £75,000 in Deferred Shares.

The lability for expenses, incurred to the amount of £3,380 9s. be got rid of somehow. Was this, or was this not, the cause of the agreement which Sir Julius Vogel on the one hand, and Colonel Gouraud and his party on the other, arranged in Paris, by which the Edison-Gower-Bell Telephone Company of Europe came into existence, and was by that agreement, made to assume the liabilities created by still the European Company ? [We believe there is a further sum due by the Edison-Gower-Bell, for Solicitors' charges, We are not certain on this point.]

page 23

No prospectus was issued of the Edison-Gower-Bell, and no capital subscribed for, other than the 15,000 Shares of £1 each, which the Consolidated bought at par, as stipulated by the agreement between the two Companies.

As to the Italian business by which the Edison-Gower-Bell Company paid £1,000 to Colonel Gouraud, and expended a further sum of about £880 in goods, &c.

Colonel Gouraud alone has the key to the solution of this business, but that gentleman does not seem inclined to state in plain language what are the real facts of the case.

Sir A. Armstrong has been applied to for information as a member of the Board at the date of the Edison-Gower-Bell agreement; but beyond stating the fact that the agreement was made in Paris by Sir Julius Vogel and brought back for confirmation by the Board of the Consolidated, he could give us no further information on this head.

The papers of the Company have been searched and the solicitors applied to in the hopes of obtaining the original heads of this agreement, but they are not forthcoming.

You are already aware that Colonel Gouraud re-joined the Board in January, 1883, as Deputy-Chairman, at £1,000 a year, yet in spite of the circular sent round to the shareholders, which states—

"That no part of the £1,000 remuneration as provided was drawn by me, I having voluntarily surrendered my right to it."

Your Board has received and answered the following letters:—