HL Deb 27 July 1866 vol 184 cc1592-9

according to notice, moved a series of Amendments to the Standing Orders relating to Railway and other Companies. In regard to the first of these Amendments, the noble Lord said that there was a practice among companies to take general powers without specifying what they desired to accomplish, and it was to secure due notice to the shareholders that he moved this Amendment, believing that it was especially desirable that the terms of amalgamation should be made known.

Moved in Standing Order CLXXX., Section 1, Page 27., after the Word ("Intention") in the 13th Line of Section 1. to insert ("And if it be intended to apply for Powers to amalgamate with any other Company, or to sell or lease the Undertaking, or to purchase or take on Lease the Undertaking of any other Company, or to enter into Traffic Arrangements, the Notices shall specify the Company, Person or Persons, with, to, from, or by whom it is intended to be proposed that such Amalgamation, Sale, Purchase, or Lease, or Traffic Arrangements shall be made"): agreed to.


said, the object of the second Amendment was to prevent a Company raising additional capital for extensions without due notice.

Then it was moved in Standing Order CLXXXIV., Section 2., Page 37., after the Word ("Capital") in the 4th Line of Section 2. to insert ("or by an existing Railway Company when the Capital to be raised is greater than the existing authorized Capital of the Company"): agreed to.


in moving the third Amendment, said, it was a fact, established before a Committee, that many Railway schemes were brought into Parliament without there being ls. of capital at the disposal of the promoters. Representations were being made to him constantly respecting such proceedings; and only the other day he heard of a man who was appointed a resident engineer, and who, after working for a year, was dismissed on asking for the payment of his salary. He proceeded against the Company which employed him, and compromised the action for a sum of £300 or £400; but, even then, there was no property that he could get at in any way to secure the payment of the sum he had consented to accept. The whole thing was a sham, and there really was no capital whatever. He believed that if those who were the real way promoters of a line were required to make that a deposit which could be available to satisfy such claims the effect would be to make schemes a little more secure than they are now. He did not believe that such security could be obtained in any way other than that proposed; and, at the same time, he was confident that any sound project would be taken up without prejudice from the requirement of a deposit. It was quite necessary to put a little check upon practices that had brought discredit upon railway enterprize, as well as to save unsuspecting persons from embarking money in unsound concerns.

Then it was moved after Section 2. to insert the following sections: —

That a Statement be inserted in a Schedule to every Railway Bill of the Names, Residences, and Description of the Contributors to the Deposit; and also of the Sums contributed by way of Deposit, and paid by them respectively, amounting in the aggregate to not less than Eight perCent. of the estimated Cost of the Undertaking, and that no Contribution to such Deposit be for a less Sum than £20:

That a Clause be inserted in each Railway Bill in which, after reciting the Fact of the Deposit having been made and the Amount paid as stated in the Schedule, it shall be enacted that so soon as it shall be proved to the Satisfaction of the Board of Trade that the Company has paid up One Half of their authorized Share Capital and has expended that amount on their Undertaking, it shall be lawful for the Company to withdraw the Sum deposited for the Purpose of the Undertaking; and thereupon they shall issue Shares to the Contributors and their Assigns to the Amount represented by their respective Contributions:

That the above Requirements shall not apply to any incorporated Railway Company seeking Power to construct new Works, provided the new Capital to be raised is not greater than the existing authorized Capital of the Company, and provided that the Company is paying a Dividend upon its ordinary Stock. For Companies so exempted the present £50 a Day Penalty shall be retained until the same shall amount to Eight per Cent. on the estimated Cost of the Works, together with Interest at the Rate of Five per Cent. on the Balance remaining unpaid from the Date of the Act to the Date of the Final Payment.


assumed that the Amendment was intended to apply strictly to railway companies, and that Amendments necessary to restrict its application would be assented to.


said, he doubted the policy of making these alterations in the Standing Orders at this period of the Session. The evidence given before the Committee showed that such an alteration as was proposed would raise serious impediments to the extension of railway enterprizes. The evidence also showed some of our most useful lines had been constructed and brought into public use under what was called the system of "contractors' lines." With regard to one remark made by the noble Lord he might state that in the case of most lines the engineer—though not perhaps the head engineer—was usually paid every month. The proposed system would put a check upon the making of railways in this kingdom, whereas every foreign Government wished to extend railway enterprize by every means in their power. This was, in fact, a question of State policy. When it was first brought forward, the noble Lord said a change was necessary because the railway speculations had affected the whole monetary transactions of the country. He should like to know, however, whether the Chancellor of the Exchequer had made any complaints respecting railway investments? Why should a stop be put by that House to such investments, which had proved to be of the greatest utility to the country? Where was to be found a list of railways that had been abandoned? One of the witnesses examined before the Committee stated that, from the introduction of railways to the present time, the Government had never thought it necessary to enforce the penalty for the non-completion of the works, and that only twenty cases had occurred in which the bonds could have been forfeited. Of all the Bills that had ever been passed, to enable private companies to carry out works, the Railway Bills had been the most useful to the country, and he was still of opinion that a great deal of harm would be done if the proposal of his noble Friend were adopted. If their Lordships wished to interfere with the management of railways, they might beneficially do so with the object of preserving the property and the lives of the public. He might, perhaps, astonish their Lordships by stating that, in four out of the six years for which Returns had been made, the number of persons killed and wounded on the railways of this country had been greater than the number of killed and wounded at the battle of the Nile. There had been no communication upon the proposed measure with the House of Commons, which, he believed, would not feel disposed to assent to the proposed alterations in the Standing Orders. To stop the enterprize of the country would be an improvident and an unwise act, and he therefore trusted that their Lordships would at least wait until next Session before coming to any decision on this important subject.


said, that having been a Member of the Select Committee, he wished to make a few remarks on this proposal. When a railway was about to be made it was not sufficient merely to look at the probability of its being completed, but the question should also be taken into consideration whether, when completed, it would afford proper accommodation to the district through which it was to pass. As, unfortunately, he had had some experience of non-paying lines in Ireland, he could say with great confidence, that if in making a line worth £100,000 you put in circulation a capital of £300,000, it would be impossible to provide for the public the amount of accommodation which they might have expected under a more prudent management. In his opinion the Standing Order modified as now proposed would throw very little impediment in the way of legitimate railway enterprize. In conclusion, the noble Earl said he was quite in favour of the proposal of the noble Lord.


said, that he entertained the strongest objection to the alteration of the Standing Order which had been originally proposed, but he did not think that in its modified form it was open to the same objection. He did not, at the same time, consider it desirable that it should be adopted without communicating with the other House of Parliament, and he would suggest that the noble Earl should consult Colonel Wilson Patten upon that subject.


said, that the Order was not of that importance which the noble Lord seemed to think. He had not acted without consultation with Colonel Wilson Patten, the Chairman of the Standing Orders Committee of the House of Commons; but that hon. and gallant Gentleman recommended him to proceed without communicating with the House of Commons. Several of the Members of the Standing Orders Committee were now out of town; and if the Order were referred to the Commons, it must go over altogether. In the House of Commons it would have to meet with the opposition of certain interested parties, who would set themselves against any proposition of the kind. The amended Order would not affect bonâ fide undertakings. The House of Commons never referred to their Lordships in questions relating to their own Standing Orders. A noble Lord had talked of expense; but the Bills against which the amended Order was directed were promoted by parties who lived by bringing forward such Bills.


said, he had also been in communication with Colonel Wilson Patten that evening, and he did not seem inclined to support this alteration. He moved, as an Amendment, that before the Standing Order is adopted the noble Lord the Chairman of Committees should communicate with the Standing Order Committee of the other House upon the subject.

Amendment moved to leave out all the Words after ("Moved") and insert ("That the Chairman of Committees be directed to communicate a Copy of the proposed Amendments to the Standing Orders to the Standing Order Committee of the other House of Parliament"):—(The Lord Stanley of Alderley.)


supported the Amendment of his noble Friend (Lord Stanley of Alderley). His noble Friend the Chairman of Committees had made out no case for the amended Order. One of the lines to which he referred was a very useful one, connecting as it did two great railways. Then as to the London, Chatham, and Dover Company, let their Lordships consider what accommodation to the public it was affording at present. His noble Friend (Lord Redesdale) said that the amended Order would not stand in the way of good schemes; but when he first brought his suggestion forward, he admitted that it would have that effect, and justified such a result by saying that "repose" was wanted. Where was the railway made which had not been of use to the public? It was true that some of the Irish lines had not paid good dividends; but that might arise from faults in the management. There was only one railway in Ireland and one in England which, after being opened for traffic, had been given up. If the House of Commons were not communicated with before the amended Standing Order was agreed to by their Lordships, they would be making a Standing Order of their own House the law of the land, without taking the sense of Parliament on it.

On Question, that the words proposed to be left out stand Part of the Motion? their Lordships divided:—Contents 24; Not-Contents 12: Majority 12.

Resolved in the Affirmative.

Then the Original Motion was agreed to.

Chelmsford, L.(L.Chancellor). Hawarden, V.
Berners, L.
Bath, M. Clements, L. (E. Leitrim.)
Belmore, E. [Teller.] Hylton, L.
Bradford, E. Kilmaine, L.
Cadogan, E. Lyveden, L.
Carnarvon, E. Monson, L.
Derby, E. Redesdale, L. [Teller.]
Devon, E. Romilly, L.
Graham, E. (D. Montrose.) Silchester, L.(E. Longford.)
Leven and Melville, E. Southampton, L.
Lonsdale, E. Wentworth, L.
Lucan, E.
Normanby, M. Houghton, L. Minster, L.(M.Conyngham.)
Chichester, E.
Huntingdon, E. Ponsonby, L. (E. Bessborough.)
Romney, E. Somerhill, L. (M. Clanricarde.) [Teller.]
Boyle, L. (E. Cork and Orrery.) Stanley of Alderley, L.
Colville of Culross, L. [Teller.]
Foley, L.

in moving the next Amendment, explained that the object of the alteration was to make it clear that only one form of proxy was to be sent out, and that the name of the person to whom it was addressed should be placed on the back with a view to identification, and in accordance with the practice now adopted in the case of all charities.

Then the following Amendments were moved in Standing Order CLXXXV.: The Second and Fourth Paragraphs of the First Section to be amended as follows; the Words proposed to be left out being placed within [], and those to be added printed in Italics:

2nd. That such Meeting was called by Advertisement inserted for Two consecutive Weeks in a Morning Newspaper published in London, Edinburgh, or Dublin, as the Case may be, and in a Newspaper of the County or Counties in which the principal Office or Offices of the Company is or are situate; and also by a Circular addressed to each Proprietor at his last known or usual Address, and sent by Post or delivered at such Address not less than Ten Days before the holding of such Meeting, enclosing a Blank Form of Proxy, with proper Instructions for the Use of the same; and the same Form of Proxy and the same Instructions [and none other], shall be sent to every such Proprietor, and shall be addressed to each Proprietor on the Back of the Form of Proxy; but no such Form of Proxy shall be stamped, nor shall the Funds of the Company be used for the stamping any Proxies [except the Company shall at a General Meeting determine otherwise, in which Case a stamped Proxy shall be sent to each Proprietor, with such Instructions as aforesaid] nor shall any Intimation be sent as to any Person to whom the Proxy may be given or addressed; and no other Circular or Form of Proxy relating to such Meeting shall be sent to any Proprietor from the Office of the Company, or by any Director or Officer of the Company so describing himself.



said, that proxies were required to be stamped originally, when the fee was 2s. 6d. Now only a penny stamp would be required, and that was a payment which the proprietor of the shares might fairly be called on to make in defence of his property.

Amendment agreed to.


said, the object of the next amended paragraph was to meet the case of proprietors of preference or other shares, who in many companies were prevented from voting at meetings, though questions affecting their interests might be under consideration. They would now be allowed to vote, but their votes would be recorded separately. The paragraph was as follows:—

4th. That at such Meeting the said Bill was submitted to the Proprietors [aforesaid] then present, and was approved of by Proprietors, present in Person or by Proxy, holding at least Three Fourths of the paid-up Capital of the Company represented at such Meeting, such Proprietors being qualified to vote at [the Meeting] all ordinary Meetings of the Company in right of such Capital. The Votes of Proprietors of any paid-up Shares or Stock, other than Debenture Stock, not qualified to vote at ordinary Meetings whose Interests may be affected by the said Bill, if tendered at the Meeting, shall be recorded separately and reported accordingly.

The same were agreed to.


said, the next paragraph was intended to prevent companies from dealing with lines of railway at their own will and pleasure. Ordinary arrangements, such as were contemplated by the general law, they would, of course, retain power to make; but when legislative sanction was sought to any special provisions, nothing was more important than that the nature of the arrangements which the companies proposed to enter into should be disclosed on the face of the Bill.

Then it was moved after Section 9. of Standing Order CLXXXIX. to insert the following Section:

That when by any Bill Powers are applied for to amalgamate with any other Company, or to sell or lease the Undertaking, or to purchase or take on Lease the Undertaking of any other Company, or to enter into Traffic Arrangements, the Company, Person, or Persons, with, to, from, or by whom, and the Terms and Conditions on which it is proposed that such Amalgamation, Sale, Purchase, or Lease, or Traffic Arrangements, shall be made, shall be specified in the Bill as introduced into Parliament:

The same was agreed to:

Ordered, That the said Standing Orders as amended be printed. (No. 237.)