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was sure that that court would never think any suggestion from the Court of Prothat the Directors wished for a moment to prietors; they would pay due attention to depart from established usage. · What any proceeding coming from that quarinterest could they have in doing so ? Did ter ; but as directors, acting under the they not depend on the proprietors of solemn obligation of an oath, they were East-India stock for their places bebind bound to act upon their own judgment. the bar? Was it not manifestly to their It was their duty to receive any sugges. advantage to ensure the support of the tion which the Court of Proprietors miglit: proprietors, in carrying on any contest in throw out, for the purpose of considering which the executive body might happen to it; and if they, the proprietors, came to a be engaged? Assuredly the directors had substantive resolution, it would be for no interests, no motives, separate from them to lay it before the Board of Con.' those of the proprietors. After the opinion trol, after which it would be presented 10 given by their learned counsel, he thought parliament. Acting, however, as the di. that the hon. proprietor had thrown away rectors had done, and having the sanction: and wasted his eloquence, in labouring this of counsel's opinion, they were not in the question with reference to the by-laws. least sensible of having committed any There was a special act of parliament to error. The hon. proprietor with whom which they were bound to give effect, and this question originated, had introduced a the only question was, whether they had variety of topics which he did not think it proceeded irregularly in giving effect to necessary to notice. He talked of the that law. He contended that it was not assets given up by the Company. Those necessary for the directors to come to that assets were formally ceded to the crown in court on this occcasion. The learned ser- consideration of an annuity of 10 per jeant had given his opinion that they need cent., and they were afterwards transferred not, and he was satisfied that they had in trust to the Court of Directors for the acted 'legally. The proprietors had how. benefit of the territory of India. They ever a concurrent jurisdiction. The case had become part of the territorial concerns, was in their hands if they chose to go into subject to certain liabilities, a portion of all the claims of individuals for compensa- which was provided for in the 7th section tion. This he would say, that to go into
of the late act. This shewed that a new those claims was a most invidious as well frame, a new order of things, was created as a most arduous duty, and he believed by the late bill, different from that which very few persons would feel any pleasure existed under the 32d and 53d. of in discharging it. The directors endea- Geó. III. In conclusion, he begged to voured to do justice to all parties under observe that the case was - incomplete, as the sacred obligation of an oath ; and was the official sanction of the Board of Cone it to be supposed that the court of pro- trol had not yet been obtained to the proprietors would bestow more attention on positions of the Court of Directors. He those claims, or feel a more anxious de. did not know that it would be too late for sire for the due performance of this duty, the Court of Proprietors, after entertainthan a body of gentlemen who were thus ing the question, and after seeing what sworn to act with impartiality? And he the Court of Directors had done, if they would ask, was it becoming in the hon! thought that the directors had not gone proprietor to charge the directors with far enough, to take any steps which they error, and to place on the proceedings of might think proper. (Cries of No, no!) that court à censure on them for not doing Such was the case as it appeared to him that which they did not think was at all according to the opinion of Mr. Serjeant nécessary to be done? He was still of Spankie. Conformably with that opinion, the same opinion, that it was not necessary the proprietors might pass any resolution for them to come to that court ; nor did for enlarging and extending the bounty he believe that the duty of considering of tlie Company they pleased. He should those claims would be so well performed say no more on the subject; he would by the proprietors as by the Court of Di. not enter into the merits of the case, rectors. He would not go into the merits which would be useless, because they had of the case. If it were the pleasure of the not the papers before them, and conse proprietors to proceed with the business, quently the Proprietors did not know what the regular course would be to call for the Directors meant to grant to the diffe papers. They then might revise the scale, rent branches of the Company's service. but they would do so on their own re- If, however, the court pleased to ask for the sponsibility. They might perhaps take a papers, even in the present incomplete view of the case different from the Court state of those proceedings, they should be of Directors, wliosc great object had been produced. to do justice to all the parties interested; Mr. Fielder. It was with great regret but the proprietors must, he repeated, if he rose to differ from the views of the they took that course, proceed on their question taken by the Court of Directors. own responsibility. The executive body He was one who generally thought that would receive, with the utmost respect, Court was entitled to the best thanks of
the Company of Proprietors for their great court, or to any detail as to the powers attention to the known and real interests which the directors or proprietors may exere of the Company. He was anxious on cise; that course is not necessary here, for, every occasion, even when he differed we have an act of Parliainent laying down from the directors, to treat them indivi. a particular line of action in certain cases ; dually and collectively with due respect, we have acted according to the legal conand to uplrold their just and proper autho. struction of that act given by our standing rity. Such views not only came home to counsel; by that we must be guided.” the good feelings of the Court, but it Mr. Fielder. He would not enter into was their real interest so to do. The ques.' a minute discussion of the charters, fortions before the Court of the Company of mer acts of Parliament, or of the various Proprietors were of the utinost importance, by-laws; for. he would strenuously conone involving the interests of our maritime tend that, according to the letter and true officers, and the other the rights and privispirit of those documents, the rights and legos, indeed the very existence of the privileges of the Company of Proprietors: Company as a legislative body. (Hear, were clear and undoubted. Such being hear!) This being the case, he must the fact, he would then rely on the unilose siglit of all false delicacy and treat form and constant custom; and custom the subject in a plain but, as he hoped, frequently superseded the common law of not in an offensive way-at least such were the land, not only of the Court of Prohis intentions. He could by no means prietors but of the Court of Directors also, concur with the Court of Directors in the from time immemorial up to the very in course it had arlopted, with regard to the stant the act in question became law. scale of compensation to the maritime (Hear !) By all these circumstances it officers, which had been laid before the clearly appeared, that the Directors had no Board of Control for confirmation, more power whatever that did not emanate from particularly, without it having been sub. the Court of the Company of Proprietors. mitted to the Company of Proprietors for He (Mr. Fielder) would venture to lay its sentiments and approval. He was fear, this down as a fixed principle, but if he ful, though many differed with him, that were wrong, in this or in any other view if the Board of Control had given its he might take, he should feel obliged in sanction to such scale, it would now be being set right by the chair and by the too late for the Company of Proprietors standing counsel then in court.
His printo offer any opposition, for it might be ciple was, that instead of the directors. deemed such an acquiescence on the Com. having the sole and entire power, they had pany's part as to make it a by-gone trans- not even a concurrent jurisdiction with the action were this, however, the case, the court of the Company of Proprietors; all Company of Proprietors would have an power, all jurisdiction under charters and undoubted right to call the Directors to acts of Parliaments being absolutely vestaccount for such, or indeed, any other ed in the Company of Proprietors, and conduct, and to make such orders as they in none else. (Hear, hear!) He did not pleased to prevent a recurrence of it. mean to hurt the feelings of the directors, ( Hear, hear !)
nor to speak in the least offensively, but » The Chairman.--"The hon. proprietor is he must do bis duty to the proprietors. mistaken, if he supposes that the plan bas He would contend that the Company of yet been sanctioned by the Board of Con. Proprietors were not the servants, but were irot: - it is, therefore, still open for the actually the masters of all, and they, the Court of Proprietors to take any steps in directors, were specially constituted by the the matter, which they may think proper; Company to carry its declared intentions but whatever resolution they may pass on from time to time into exécution. They, the subject must go to the Board of Con- thie directors, were only a body, acting imtrot. While I am on my legs I may ada mediately from and under the authority of vert to tbe great stress which has been laid the Company, to carry on the details of the. on the propositions of Sir J. Malcolm. concerns and to discharge those duties It should, however, be recollected that which could not possibly be discharged by these were in the nature of proposals, and the proprietors ạt large: and no one le were intended rather as the basis of nego- conceived for an instant could contend tiations than as definitive resolutions of the that the directors, so constituted, had the court. The third of these provided, “ That power to dispense with the authority of the “ during the period of the Company's ads Company, particularly against their wishes. 46 ministration of the territorial govern. (Hear, hear !) He wished every one would “ ment, all measures involving director look into the present act of Parliament, « contingent expenditure shall originate and consult their own good sense only, 56 with the Court of Directors, and be sub. and then see whether it took away any of "ject, as at present, to tbe control of the their rights and privileges now in question. ! Board of Commissioners under the re- He would inquire, in the first place, whe
strictions of the existing law," It is not ther any part of the act deprived the Commy intention to go into a liistory of the pany of Proprietors of their right to deter. mine the question of compensation. The capacity? Inanswer to the hon. Chairman's learned serjeant' had declined giving a remarks and reference to section 4, atdirect answer, on the ground that it was tempting to shew that all power vested in not usual to put a question of such vast the directors and not in the proprietors, he importance. in such a form. He, Mr. (Mr. F.) hegged to observe, that in the Fielder, was once told in Edinburgh by whole of that section not one word was an expounder of the Scotch law, whether said about the directors; on the contrary, in joke or in earneet he knew not, that it it expressly lays down that the said was not considered professional to put a Company ??(before called in the act“ the. direct question on the one hand, or to ex- Company of Proprietors??) shall take such pect a direct reply on the other, but to and such steps in the disposal of their take the decision of the Court, He(Mr. (not the directors' but the proprietors') F.) did not exactly know whether the property. (Hear, hear !)---Het agreed same practice existed here as on the other with the hon, Chairman that it was ne. side of the Tweed. Be that as it may, he ver contemplated that the proprietors at was not inclined to quarrel with either the large were to enter into all the minutiæ case or the opinion obtained by the direc- and details of their own concerns, or that tors. One word or two, however, as to such steps were not the place and duty of the question put to the learned serjeant, the directors; but he would contend that whether the directors could take the course the same were to be performed by them, in dispute without the concurrence of the as managers constituted for that special proprietors? He (Mr. F.) would for ar.. purpose, and in course, as in all cases of gument sake admit, that if the Company management by agency, subject to the of Proprietors permitted the directors, or wishes and control of their principals, the rather the managers of their concerns, to company of proprietors. (Hear !) Would take that course, it might be binding. At any one say that the present Act of Par. the same time, however, he begged to liament prevented any nine proprietors maintain that they the directors did not from requiring a special court to be held, dare (he did not use the word offensively) for investigating and making resolutions to conclude such, or indeed any matter of regarding the Company's concerns and the consequence, contrary to the declared conduct of the directors? (Hear!). In the wishes of the Court of Proprietors. (Hear, 7th section, which had been so frequently hear !) He.(Mr. F:) wished to lay great adverted to, he would merely state,that the stress on the term “ Company of Proprie word director was not used, but the words tors," as it had been laid down by the " the said Company,”? in the previous parts Court of Directors, and by others, that the of the Act expressly laid down as the perword “ Company” frequently, and in the sons beneficially entitled to the property. present act of Parliament, meant not the In the 10th section will be seen that the proprietors but they, the directors. It “ directors are entirely out of the quesmight be well, therefore, to look into the tion; for there is this strong expression, act minutely on that head. In the first “ the property vested in the said Company." section the proprietors are styled the United Again, “ as if the said properly were Company of Merchants, having the possession hereby continued in the said Company to and government of the British Territories in their own use." In the following section India, under grants of the crown, and of is this clear and decided expression, out other property to a large amount and value. of the revenues of the said territories there
It states, that it was expedient that the shall be retained by the said Company to government of such territory be continued their own use a yearly dividend." The in the said company (meaning the pro- 25th sect. also speaks of the concerns of prietors), and that the property of the said the said Company," and of the " property Company (of Proprietors), be continued in thereby vested in the said Company." In their possession and at their disposal on the the 29th sect. is a clause worthy of some trusts therein mentioned, and that the remark, running thus, " The Court of same should remain and be vested in and be Directors shall from time to time deliver held, received, and exercised respectively by to the Board of Control copies of all mio the said Company (of Proprietors). (Hear, nutes, orders, resolutions, and proceedings hear!). He (Mr. Fielder) would ask, if of all Courts of Proprietors, general or spieany one possessing common faculties cial, and of all Courts of Directors, within would for a moment contend, that the cight days after holding such courts reword “ Company” meant the directors, spectively;" and in the 37th sect. there they not having the least beneficial interest is a special provision made for the cexin the property of the company, not a penses of such" Courts of Proprietors.” single rupee, except as individual proprie. (Hedr, hear /). Now, Mr. Fieldtr would tors of the Company's stock. (Hear.) He ask, as; up to the passing of this Act, the would also ask, do not the directors give rights and privileges of the Corrt of the their respective votes as proprietors in all Company of Proprietors remained in full cases of ballot, having no voice whatever force for a period exceeding two centuries, in the Court of Proprietors in any other by charters, Acts of Parliament, By-laws, andshy long usage and custom) were there but, mark z disa ondt, to part, with full any matters in the zoty taking in view
the power and duuiuion cover its fuit, is strict letter and the true spirit of it, that expressly enaeted that the zoperty of the gave the directors more, and the pro- Company of Proprietors he continued in prietors less authority than heretofore? their possessions and at their disposal in trust, He would contend that, from the preamble not merelyi, to secure the Company's djto the concluding section of the Act, the vidends for it went farther. The prin"word " Company really and truly meant ciple was not only that they should not the person's beneficially entitled to the surrender or part wiļh a siogle, sicca rupee property, and in no wise those constituted of their property, but that they should acbylıthat beneficial interest to manage the tually continue to keep it in their posconcerns, and, as every one must admii,sut)- session for wliat purpose? Why, Sil, ject to dictation and control. (Hear, hear 4) after securing a guarantee fund for itle ifs as some said, all power of dictation repayment of capital and to satisfy all their and control were legally out of the pro- legal debits and all their moral obligations prietors, and I had become vested vin the of every nature; fully compensating all directors by the present. Act of Parliament, their otficers and servants, civils: military what was the meaning of the 29th section and maritime, of every degree, thus creatwith respect to the minutes of the Com- ing a particular and special arust to be pany of Proprietors and the orders of the fully satisfied by the proprietor. : (Heur, Company of Proprietors? To whom were henr !) Long before the passing of the Act these orders to be given? Not to the the Company of Proprietors stipulated for Board of Control, or to either House of full, powers and authority of compensaParliainent, but plainly and distinctly tion. The Court of Directors inost (prowere to be crilers from the Company of perly did the same, and warmly entered Proprietors to those persons, by thein into the proprietors' views, and sincerely constituted to manage the Company's con did he thank them for it. - The Board of cerns and property. (Hear, kear!)
Control virtually pledged itself to their What was the real sense of the words stipulations. The directors, as well as the "resolutions and proceedings of all Courts Court of Proprietors, therefore, became of Proprietors,” with this addition, " ge- bound in honor and in strict principle, and Meral or special ?” Did not these words the proprietors in particular as trustees elearly evince that absolute power was to holding the commercial assets of the Conicontinue vested, not only in the Company pany, to see that an equal, fair, and equiof Proprietors, but in any nine individuals table coinpensation was made to all having of the proprietors, to move special courts either legal or equitable claims upon those time after time for enquiring into, and assets. (Hear!) The whole matter in that investigating the concerns of the Company, respect was consequently entirely left in and the conduct of the persons to whom the hands of the Court of Proprietors. It they had entrusted their management, and was virtually agreed between the two to adopt such resolutions as they thouglit boards and the Company of Proprietors fit? (Hear, hear !). He would ask, is that these compensations should not be on there a single sentence in this Act to pre- sa scanty, but on a liberal scale, worthy of went the Company of Proprietors to revise the most honourable and the greatest conand amend, or to make new by-laws for pany iq the world, and also of the British the regulation of their concerns, and for nation. Indeed it was to be on that scale the regulation of the conduct of the di. which had been invariably acted upon by rectors from time to time, as the proprietors the East-India Company of Proprietors may find necessary? (Hear, hcar!). In time after time. This most proper scale looking into the Act something may be would appear by the book of pensions and found to shew the circumstauces which led allowances, shewing that the greatest liLo the Act itself. It will be recollected berality had been used to all classes of the that the Company of Proprietors were in Company's service, governors, judges, possession of a vast territory in India co. officers and servants, and indeed to all vering a space of more than half a million persons in any way belonging to, or .conof square miles, with a population exceed- nected with the Company's concerus. ing one hundred millions, independent of (Heur, lear!). He (Mr. Fielder) had the Islands of Bombay and St. Helena, taken the pains to ascertain the total and of other advantages, with large com. amount of the proprietors' liberality since mercial assets, altogether of the value of the year 1814, in the way of compensation about twenty-four millions sterling, but and allowances, and found it to be not less according to some accounts thirty milliovs; than two millions sterling This book but be it either, the principle would be the of grants was before Parliament and the same: the Company's property was more Board of Control; and from the commuthan sufficient for every purpose-capital, nications between the two boards, it was dividends, liabilities. The Act states that quite certain that government was well the Company of Proprietors were to cede aware of the scale of remuneration which its beneficial right to all the property'; the Company had iuyariubly adopted, and dsiat.Journ.N.S. Vol. 14. No.55.
be therefore coníended that the scale, treated the subject. Some of the parties, after the passing the act, should be pre- he found by the books, had been ten, cisely on the same principle as, the one twenty, thirty, and even forty years in the always used by the Company. (Hear, hear!) service of the Company, and therefore He begged to repeat that the Company of were well entitled to such allowances as Proprietors bad agreed to surrender the would render the remainder of their days beneficial right, but not the possession of comfortable and respectable. (Hear, hear!) thieir property, on certain conditions only, He had not the least complaint whatever by him before stated. He must however to make on that head, but he did seriously again contend, that as the Act itself ex. complain, and as he believed with great pressly mentions that it is expedient that reason, of the schedule or scale of prothe property should be continued in the posed compensation to the Company's maproprietors, be absolutely vested in them ritime officers, made out by the Court of. and to be at their disposal, such arrange- Directors, and submitted to the Board of ment by enactment must be understood Control for confirmation. He must say that the Company of Proprietors, as good great injustice had been done to that highly truslees, must not part with the property honourable and meritorious class; they until they have fully satisfied all the legal were not only good officers, but gentlemen and all the moral and equitable obligations who had been brought up to the service which exist upon it. (Hear, hear !)
with much care and at great expense, as The Chairman.-" The whole of the well in their general as in their nautical commercial property of the Company was education, and their conduct in their pri. ceded to the crown in consideration of a vate and in their professional lives had fixed annuity to be given to the proprietors. been uniformly such as not only to raise It was then given back in trust for certain the English character throughout all Asia, territorial purposes."
but had been for ages most beneficial to Mr. Fielder. Not exactly so. The be- the East-India Company and to the na. neficial right, he would admit, was cer
tional revenue. The scale was totally un. tainly ceded to the Crown, but the pro- like all former scales of the honourable perty has never been out of the proprietors' East India Company, for it was scanty, possession, and the disposing right was paltry, insignificant, and in many in. absolutely retained in trust, for the pur.. stances insulting, when compared with poses expressed in the Act, and amongst the standard invariably adopted by the other trusts, a liberal and suitable allow. Company for a great number of years, ance for every soul then or heretofore em- and virtually agreed to by the Board of ployed in the service ; indeed, for all Control on the passing of the Act, and having an equitable lien upon the Com- more particularly when viewed with the pany's liberality and bounty. (Hear!) liberal scale in favour of some of the This was a feeling which he was sure home officers and servants recently agreed would find an echo in the breast of every to as well by the Board of Directors as by proprietor and of every Englishman. the Board of Control. (Hear, hear.) Of (Hear!) It must be allowed on all hands, the value of the maritime officers to the that those officers and servants who had East-India Company it was quite imposserved the Company honourably, faithfully, sible for him to speak, to do common and beneficially, should on its breaking justice to them ; he must therefore refer up as a commercial body, receive that fair the court, not only to its own records, but and equitable compensation which would to those of the British houses of Parliahave accrued to them if the Company's ment, wherein will be seen such series of mercantile charter had been continued. conduct as gentlemen and men of honour, He (Mr. Fielder), reviewing the custom and of valuable professional services as of the Company of Proprietors, the char. reflected the highest honour on that serters, old Acts of Parliament, the by-laws, vice, on the East-India Company, and on and the present Act of Parliament, the British nation at large. (Hear, hear!) could see nothing whatever to prevent the He apologized for trespassing so long on Company of Proprietors from exercising the time of the court, and would conclude that power and authority over the property with trusting that the cases of these mestill in their possession, and over the di. ritorious men would be re-considered, and rectors, which age after age, for centuries that, as it was definitively agreed between past, the Company have been accustomed the Company of Proprietors and the Di.
He, however, did not wish to dis- rectors with the Board of Control, that all turb the steps already taken by the direc- equitable claims and moral obligations on tors in the way of compensation to the the Company and their property, should be officers and servants of the home depart, liberally adjusted, and that as they, the ment, or to go into the merits of their proprietors, should continue to hold such respective cases, for he thought the direc. property in trust, for the express purpose tors had done justice to the parties and of fully discharging obligations of every much credit to themselves by the liberal kind and nature, he (Mr. Fielder) repeatand equitable manner in which they had ed that he had no doubt that what was so