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Victrice looked at Ambroisine, and "Madame Ambroisine and M. Victrice Ambroisine looked at Victrice. Neither are coming back from Brame-Faim with had the courage to speak. They al- their rent!" lowed it to be supposed that they had

E. H. B. made a mistake, and that it was PierreEcrite they were looking for.

The woman who was spinning seemed relieved, and said:"I was afraid at first that you were

From The Spectator. M. and Madame Peyrolles, because the

THE USES OF DIRECTORS. place here belongs to them, and we owe

The examination of the Chartered them some money."

Company's directors before the South Then she called to her husband:

African committee was very oppor"You can show yourself, Frédéri. It tunely preceded by that of a solicitor is not what we feared!"

of great experience in company matters Frédéri came down from the loft, fol- before the House of Lords' Committee on lowed by the children, whose timid eyes the Companies Bill. The opinion of brightened. There was no wine, but he this expert may best be summed up in placed before the visitors milk, honey in

one of his own sentences. "I do not the comb, walnuts, and apples.

know," he said, "any large concern "It is all that we have here," he said, where the business could be carried on "the ground is so poor. Fortunately the if every director attempted to make new masters do not worry us to pay. If himself thoroughly cognizant of the they did, we should have to put the key business.” This deliverance, coming under the door. We have never seen from such a quarter, is startling enough these good people, but you must know at first sight, for the obvious inference them, as you are from the town?"

seems to be that directors are a useless Ambroisine and Victrice said they and unnecessary burden upon the reveknew the Peyrolles a little.

nues of the company, the interests of By this time the sun was getting low, which they serve best by remaining as and they felt that they must come to ignorant as possible of the business by some decision.

which it subsists. Nevertheless it is "Speak,” whispered Madame Ambroi- evident that general supervision may sine.

be salutary where detailed interference “No, speak yourself!" said M. Victrice. would be fatal, and though the evidence Neither of them spoke.

given to the House of Lords' CommitWhen Madame Ambroisine

tee raised a very interesting question seated again upon the donkey, the by pointing to the inherent weakness tenant's wife said to her:

for some sorts of enterprise of the joint "Perhaps you would not mind doing stock system, it did not justify the asus a little kindness on your return to the sumption that directors should be aboltown? It is to carry this from us to ished altogether. that excellent gentleman and that good Walter Bagehot, dealing in his work Madame Peyrolles."

on "Lombard Street," with the greatest While speaking she held out, with a and most important joint-stock comstring already round its legs, a great pany in the world, the Bank of Encock-a lean and sinewy bird that pro- gland, points out that its "government tested loudly against this treatment. is composed of men with a high ar

The fowl was fastened to the pack- erage of general good sense, with saddle, and that evening when the two excellent knowledge of business in genold people made their re-appearance at eral, but without any special knowlCanteperdrix, those who were outside edge of the particular business the doors said, with just a suspicion of in which they are engaged. Ordienvy:

narily, in joint-stock banks and





companies this deficiency is cured by tional checks. The weakness of jointthe selection of a manager of the com- stock corporations, as compared with pany, who has been specially trained private firms, lies in the fact that the to that particular trade, and who en- manager, who is necessarily a salaried gages to devote all his experience and official, has not the same keen personal all his ability to the affairs of the com- interest in the progress of the concern pany. The directors, and often a select that is felt by the private proprietor committee of them more especially, fighting for his own hand. This weakconsult with the manager, and after ness is only emphasized when the dihearing what he has to say, decide on rectors consider that they know the affairs of the company."

In the much about the business as the mancase of the Bank of England, however, ager, and that instead of consulting the two weak points upon which Bage- him at every point, they can best show hot laid most stress were the facts that their utility and enthusiasm by striking the governor and deputy-governor, who out a line of their own and interfering form the chief executive power, change with the details of the management. every two years, and that though The ideal board of directors is "under this shifting chief executive which regards itself merely as a subthere are indeed very valuable heads of committee of the shareholders apdepartments . ... these officers are es- pointed to give up some portion of their sentially subordinate; no one of them is time to the supervision of the business, like the general manager of an ordi- and report to the rest of the proprietors nary bank,—the head of all action. The from time to time as to its progress. perpetually present executive—the gov- It thus follows that the success or failernor and deputy-governor-make it im- ure of joint-stock concerns depends alpossible that any subordinate should most entirely on the selection of the have that position. A really able and manager, and we have no doubt that if active-minded governor, being required the apparently inexplicable fluctuato sit all day in the bank, in fact does, tions in the fortunes of many and can hardly help doing, its principal panies were carefully examined, it business.” Here we find Bagehot ex- would be found that the efficiency, or posing, as a weak point in the constitu- otherwise, of the chief salaried official tion of the bank, the very thing that was at the root of the matter. There the House of Lords' Committee desired is, however, one obvious point at which to insist on in laying down the duties the interest of the manager conflicts to of directors. By stipulating for “dili- a certain extent with that of the progence" and "reasonable care”—both prietors. Expenses of administration very vague and indefinable qualifica- -the salaries of himself and his subtions-on the part of directors they ordinates, the comfort and convenience terded to substitute for "the high av- of the office which they use, and simerage of general good sense,” which 18 ilar matters—are affairs in which the the real essential, the desire to manage manager might naturally, and the business for themselves instead of rightly, consider himself and his staff consulting with the manager.

Such a as entitled to more consideration than system, condemned nearly a quarter of the shareholders; and it is here that dia century ago by Bagehot in the case rectorial supervision is occasionally reof the bank, is now protested against quired. Other less legitimate crannies still more strongly by an experienced for leakage require sterner watchfulcompany solicitor, on the ground that ness. Ugly stories are heard directors would thus "cease to be direc- times, for example, of mining comtors,” and that no large concern could panies being equipped with magnificent be carried on on such terms. It is ob- machinery which their output is quite vious that all enterprises, large or inadequate to keep employed, the handsmall, are best conducted by a despot, some commission given by the makers qualified by the necessary constitu- to the company's officers being the






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cause of this unwarranted extrava- market in titled directors. The plaingance. The shareholders can only look tiff's

that he had been to the directors to prevent such frauds; promised £500 in cash and five founders' but unfortunately, it half of what shares for the production of three dirumor says is correct, it is too often the rectors any of whom the defendant, fact that the board shares the plunder. who was bringing out a company,

It may be contended that if the utility should consider eligible. Ti appears of directors is confined to so narrow a from the Daily News' report that he field, most companies are provided with “professed his ability to obtain the contoo many of them. This we believe to sent of distinguished gentlemen to act be true to a great extent, though in as directors, he being a member of a some cases they are also useful as a sort select club in the West End." He fulof high-class canvassers. The great filled his boast and produced a belted competing railways, for instance, find it earl, who was willing to take a seat on expedient to have on their boards a the board. Unfortunately, the noblelarge number of the chief merchants man was a little late in sending in his and producers of the districts that they written consent, so that the board was serve in order to secure their custom, formed without him and the defendant and that of others whom their influence refused to pay the £500 promised. Mr. may attract. In the case of banks and Justice Day confessed that he "did not insurance companies, again, which trade understand this buying and selling of on public confidence, names well- peers or of anybody else. It appeared, known as "sound" in the world of however, to be a practice, and the plainfinance are a very valuable asset, and a tiff having completed his part of the goodly array of them in the list of direc- bargain, was entitled to payment. tors is practically essential. And all Judgment for plaintiff for £500, with new companies that appeal for subscrip- costs." An appeal to the “Directory of tions must strive to show good names on Directors” reveals the fact that the said their prospectuses. Unfortunately, the earl is already on the board of three general mass of investors—“the flock • companies, and we are tempted to wonthat's sheared, but not discriminates," der whether his name and influence can, if we may parody Mr. Quiller-Couch's or can not, have been secured for them parody-does not know a good name by the same sort of agency. This, howfrom a bad, and is induced by natural ever, is merely a side-light on the uses human snobbery to consider a name of directors; but when the curtain of with a "handle” to it as an allurement. mystery that usually screens the maWe should have fain believed that this chinery of company promotion is thus superstition was dying a natural death, accidentally raised, it must be admitted but an amusing case recently reported that the secrets exposed donnent furiesuows that there is now an organized usement à penser.

A Model of the Thames.-The popular the clear water will sprout up from the attraction at the fisheries and yachting bowels of the earth, away in the Cotsexhibition at the Imperial Institute, wold and Chiltern valleys; from a dozen will certainly be the exceedingly clever tributaries such as the Thame and the model of Father Thames. The spec- Churn it will meander gracefully down tator will be able to view our famous into Isis, into Thames and Isis, and. river from its very source in the Cots- finally, into Father Thames himself. wold Hills down to the Nore. Every In its unfinished state the fifty or sixty three minutes, by an ingenious arrange- taps which run along the sides of hill ment, the tide will ebb and flow, and and dale are also revealed with all their flow and ebb. From fifty little springs brazen faces.

Sixth Series, Volume XIV.


No. 2764-June 26, 1897.

Froin Beginning,



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II. ARTHUR HUGI CLough. By F. Regi-

nald Statham,
III. IN KEDAR'S TENts. By Henry Seton

Merriman. Chaps. XXV. and XXVI.,



drew Lang,
VII. ON SIDEBOARDS. By S. Baring-Gould,

Title and Index to Volume CCXIII.

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FOLK SONGS. Mother of balms and soothings manifold. Our lives are tunes by untaught voices Quiet-breathed night, whose brooding

sung hours are seven,

In widest range. Some breathe but few To whom the voices of all rest are given

bars' lease, And those few stars whose scattered And thenceforth silence; some a minor

names are told, Far off, beyond the westward bills out- From pallid lips


are grievous dirges rolled,

wrung; Darker than thou, more still, more

By valiant knights loud trumpet-blasts dreamy even, The golden moon leans in the dusky While gay hearts trip to dancing jigs at

are flung; heaven, And under her, one star, a point of gold.

Strange hands oft add what harmony they

please, And all go slowly lingering toward the Roaming the wide world's ivory keys west,

among. As we go down forgetfully to our rest, Weary of daytime, tired of noise and light,

Yon cantus haply with full chords is set; Ah, it was time that thou should'st come, Through this the florid counterpoint flits for we

fast. Were sore athirst and had great need of And here, 'mid changeful notes that throb thee,

and fret, Thou sweet physician, balmy-bosomed One deep-toned chime of pain's recurrent Night.


If grief's our figured bass, let none re

gretGod's Perfect Cadence closes Life at last.


Once more I watch the pale and writhing

THE PHOENIX. lips Of this old sea that gnaws around the By feathers green, across Casbeen, land.

The pilgrims track the Phænix flown, How lonely are the surges and the By gems he strewed in waste and wood, strand!

And jewelled plumes at random thrown. The fishermen are gone, and fled the ships: The billows, that the cruel tempest whips, Till wandering far, by moon and star, Shake their grey manes and plunge They stand beside the fruitful pyre, along the sand;

Whence breaking bright with sanguine Round dying day no stars attendant light, stand;

Th' impulsive bird forgets his sire.
Far o'er the foam the floating beacon dips.
When last I wandered here in childhood's Those ashes shine like ruby wine,

Like bag of Tyrian murex spilt, The sky was blue, the waves were all The claw, the jowl of the flying fowl aglow;

Are with the glorious anguish gilt.
Ah! then my heart unfolded, like a flower
Enisled in innocence; no stormy stower So rare the light, so rich the sight,
Of worldly waters, no unfathomed flow

Those pilgrim men, on profit bent, Of passion compassed me with empty Drop hands and eyes and merchandise, woe.

And are with gazing most content. F. B. MONEY-COUTts.


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