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I
c>
OBSERVATIONS
ON THE
MANAGEMENT
AND
EXTRAORDINARY LOSSES
OF THE
JAMAICA STEAM NAVIGATION
COMPANY.
By henry PINCKARD. Esq.,
AM AUDITOR OF TBE COMPANT.
LONDON:
1838.
» •
• • • •
i
4
* •
•••• * •
• • - •
rf6
LONDOK :
Printed by Maurice and Co., Howford-buildings,
Fenchurch-street.
i
JAMAICA STEAM NAVIGATION
COMPANY/
Paid-up Capital £40,000.
Eonlion Sirector^.
Edmund Francis Green . . 147, Leadenhall Street.
Charles Green 147, Leadenhall Street.
Adolphus Pugh Johnson . . Lloyd's.
William Elmslie 24, York Sla-eet, Portman Square
Captain John Rees Blackheath. *
Arthur Timperon 26, Philpot Lane.
James Daly , . . Lambeth Lodge, Commercial Road-
The Proprietors of
The Jamaica Steam Navigation Company,
1, Chapel Place, Poultry,
Gentlemen, London, 6th August, 1838.
The London Board of Directors of the Jamaica
Steam Navigation Company having declined to call the An-
nual General Meeting that should have been held on the
1st instant, in contempt of the Proprietors, and contrary to
the provisions of the Deed of Regulation, I feel that I am
called upon, as an Auditor, to offer a few obversations, ex-
planatory of the causes which have led to the failure of the
Company, and to the absolute loss of a serious portion, if not
the entire amount, of the paid-up Capital.
A 2
The means which have been resorted to, to stifle inquiry,
must necessarily render these observations extremely limited ;
but if they should operate as a stimulus to other Proprietors,
and promote open and persevering discussipns, the more
thoroughly to elucidate the causes of this failure and loss of
property, my object will be attained.
Indeed, there remains but little for me to do, besides call-
ing your attention to the subjoined Copy of the Report of the
Committee, dated the 31st of May, 1838, made in conformity
with a resolution, passed at the Extraordinary General Meet-
ing, held on the 12th of April preceding. The voluminous
statement of accounts which accompanied that Report, toge-
ther with the original Report, are lodged at the Company's
Office.
These luminous, as well as voluminous documents, which
were unanimously adopted at the General Meeting of the Pro-
prietors held in London, on the 31st of May, 1838, and which
called forth the thanks of the Directors, and other Proprie-
tors assembled, are the production of Mr. James Laurie, and
■
associates ; and the Proprietors generally are greatly indebted
to them for the zeal and ability they displayed in the execu-
tion of this arduous duty, especially as, I understand from
Mr. Laurie, that the Secretary gave no assistance, and threw
every possible obstacle in their way.
By this Repqrt it appears there are one hundred and fifteen
English Shares undisposed of, making a loss, at <f 10 a share
paid, of £1150 to the Company ; and that there is a deficiency
of ^512. 10s. to be accounted for, arising out of the value of
the distributed shares on the first call, and the amount which
has been realized on the same, and is now owing, which the
Committee were unable to clear up. That " the mystifica-
tion which has hung over the English share list has evident-
ly deeply injured the Company, and it is exceedingly to be
" regretted that proper attention was not given to the disposal
(6
I
5
** of the one hundred and fifteen unappropriated English
** shares, which could have been done to advantage, as the
*' shares of the Company rose above par immediately after
** being issued. That the books do not exhibit the entire cost
** of either of the three steam boats, the coals purchased, the
*< shares paid and in default, nor do they show any liabilities
'* owing by the Company.
The Report further states, " No list having been kept in
** the office of the officers and seamen on board of the steam
** boats, the advance and monthly notes could not be checked,
** and many other sums were unsupported by vouchers. And
'^ that the Committee have not touched upon the Jamaica ac-
** counts, in consequence of their being so incomplete, that no
*^ result could be come to respecting the operations of the
*♦ steam boats, during the short trial which they had in Ja-
maica.'' And yet the Directors persist in retaining Mr. A.
W. Elmslie as the Secretary.
The Company was ushered into existence in April, 1836.
The first boat, the City of Kingston^ did not arrive at
Jamaica before August, 1837. Tlie second boat, the Sir
Lionel Smithy arrived at Jamaica in October, 1837, ^"^ ^'^^7
both ceased operations in January, 1838. , And the third boat,
the Pearly after proceeding to the latitude of Corunna, put
back in the month of December, 1837, and has ever since been
detained in the Thames, at an unnecessary expense.
As early as March, 1837, ^^^ before the first boat was ready
for sea, the Directors thought it right to put the Company to
the expense of ninety-one pounds for a dinner at the Albion
Hotel. Have they not also had feasts, at the Company's ex-
pense, on board of the steam boats, and elsewhere ?
The costly cabin furniture of the City of Kingston was
not adapted for a tropical climate, and her fittings-up were of
the most costly description. The super-abundant supply of
liquors and provisions in London, did not preclude a further
purchase of these articles, at extravagant prices, immediately
after the vessePs arrival at Jamaica. I am warranted in stat-
ing that receipts cannot be produced for the shipment of those
liquors and provisions, and further, that as no scale of allow-
ance was laid down, nor any inquiry made as to their expen-
diture, it appears to be evident that economy was not the
object of the Directors here, nor of the Manager in the Island.
, The hull of the Pearl was purchased for three hundred
pounds, which, with new machinery and repairs, with wagea
and other expenses,, has been increased to nine thousand
pounds. ,The Peafl was originally intended to convey goods
and passengers between Kingston, Jamaica, and other ports
in Kingstc^ Harbour ; but her draught of water renders her
totally unfit for that purpose, and having no stowage room,
she is not adapted for a coasting trade, nor any trade to
the Spanish Main. This costly Pearly which was to haye
achieved wonders on her arrival in Kingston Harbour, has
been valued at three thousand pounds, and supposing * she
realizes that sum, we shall still lose six thousand pounds
by this small boat, that has never been employed. I, how-
ever, exonerate Mr. James Daly from all participation in
this business, he having repeatedly protested against it.
The next complaint of magnitude against the London
Directors is, their dealings in coals, to the amount of six
thousand pounds, which Mr. Daly says would have been con-
sid^ably increased, but for his opposition.
The most disreputable act, however, of the other Directors,
namely, Edmund Francis Green^ Charles Green, Adolphus
Pugh Johnson, William Elmslie, Ci^tain John Rees, and
Arthur Timperon, consists in their having sanctioned a pay-
ment to Mr. Edmund f'rancis Green of seven hundred atid
fifty pounds of the Company'^s funds, to which he had no
claim ; in total disregard of the protest of the Jamaica Board
of Directors, and without the privity or consent of either the
English or the Jamaica Proprietors. In the check for this
sum, that was drawn upon the Company's Bankers, Messrs.
Glyn, Hallifax, Mills, and Company, they were required to
pay " Mr. Orrok's draft," — a draft which never had existence;
and so conscious, it is presumed, was Mr. Edmund Francis
Green of the impropriety of this act, that at the Extraordi-
nary General Meeting of the Proprietors, held on the 12th of
April, 1838, he agreed to refund it, and also to pay the fur-
ther sum of two hundred and fifty pounds which he owed to
the Company, on his one hundred shares purchased in Ja-
maica, as the subjoined Correspondence will explain. (A)
A discrepancy will appear between the Secretary'*s letter of
the 3rd of November, in which I am refused access to the
banking book, and his letter of the 7th of December, in which
he asserts that I had had access to every book and document
in the office. The Share Register Book I never saw before
the lltb of May, when the Committee was sitting, and grant-
ed that privilege. I then discovered that all the transfers
of shares, but one, were made by three of the Directors,
William Elmslie, Charles Green, and Edmund Francis Green,
at par. And to whom were these shares transferred ? To the
very parties who have furnished what was required for the
Company's steam boats ! !
Upon the Secretary's bare and unfounded assertion, that I
had refused to act as an Auditor, (B),— for he acknowledges
it was he who made it, — ^and without adopting the usual
courtesy in such cases of first communicating with the third
party, the Directors thought proper to attempt to supersede
me in that capacity, doubtless with a view to stifle inquiry^
and to prevent their doings from being known.
The amount of the Secretary's salary, as admitted in his
letter of the 7th of Deceml>er, 1837, and Mr. Edmund Fran-
cis Green's letter of the 6th of April, 1838, had been fixed
at three hundred pounds a year; but on the question being
8
asked at the Meeting of the 12th of April, what are the office
expenses ? did not Mr. Charles Green suggest to the Secretary y
loud enough to he heard, *^ say three hundred and fifty pounds^
salary of Secretary and Assistant ?^ During the investigation
of the accounts by the Committee appointed at that Meeting,
when the powers of the Directors were suspended, a check
was prepared for signature, to pay the Secretary seventy-five
poimdsy notwithstanding the sum which was due to him only
amounted to fifteen pounds ; but this attempt on the part of
the Secretary^ aided by his supporters in the Direction, did
not succeed*
It is admitted in Mr. Edmund Francis Green'^s letter of
the 6th of April, that Mr. Addphus Pugh Johnson has
effected the insurances on the Corapany^s vessels, although
the name of the broker is made to appear as C. J. Pharazen.
This fact, coupled with his having been a consenting party to
the disreputable transaction of the seven hundred and fifty
pounds, and to other measures, which would necessarily lead
to inquiry, were sufiicient reasons, I observed at the Meeting,
why he should not take the chair; but Mr. Johnson was not
of that opinion. I also ventured to remark to Mr. Sweet, the
Solicitor of the Company, that I did not approve of his whis-
pering to Mr. Johnson the chairman, at t*he previous Meeting,
and suggested that he should remove a little farther from the
chairman'^s elbow ; but this he declined, and the same course
was again pursued ; while, on the other hand, a professional
man, who had been employed to take notes, was directed to
withdraw. I may add, that a Report was read at the Meeting
of thei 12th of April, as a Report of the Directors, which Re-
port had not been signed, neither had it passed their Board.
The mania for Joint Stock Companies of late years, and
the too frequent mode of conducting them, by a reckless
expenditure and misapplication of the funds, have, in many
instances, entailed ruin on the parties interested; and Di-^
9
rectors of such Companies,' by adopting a similiar course in
their private affairs, would experience the like result, as well
as the loss of character for integrity and veracity : and al-
though they, by the suppression of their accounts, may keep
the Proprietor-s in ignorance for a time, yet in the end such
conduct is sure to be detected, and to meet with the punish-
ment it deserves.
The Report and Correspondence, of which copies are ap-
pended, will further show how you have been dealt with ; and
in concluding these observations, I may mention, that I am
only desirous of promoting discussion upon the subject, in
order to arrive at the true, and properly authenticated causes
which have led to the failure of this undertaking, and to the
probable loss of forty thousand pounds, the amount of the
paid-up capital.
I am, Gentlemen,
Your most obedient Servant,
HENRY PINCKARD.
P. S. The three steam boats have been sold, by private
contract, to the agent of the Bahia Steam Navigation Com-
pany, for sixteen thousand pounds, which may be computed as
follows :
Hhe City of Kingston, ^Qv £8,000
The Sir Lionel Smith 6,000
The P^ar/ 2,000
£16,000
This sale is decisive of the result of the Jamaica Steam
Navigation Company ; the Boats, Capital^ and all are lost,
instead of the flattering return that was held out to the Pro-
prietors.
Copu£i Of tbt Coiresipontieua.
THE JAMAICA STEAM NAVIGATION COMPANY.
C4PITAL £100,000.— In 6,000 Shares of £20 each.
3,500 to be allotted to Parties resident in Great Britain, and
1 ,500 to Parties resident in Jamaica.
A LiBt of the Proprietors resident in Great Britain^ on the
24th of June, 1837.
IBirectot^t*
No. of
Names. Residences. Shares. , Remarks.
Edmund Francis Green .... London 120
Charles Green „ 160 A brother of E. F. Green.
James Daly „ 1380 James Daly, London 860
James Daly, Jamaica 520
1380
William Elmslie „ 295
John Rees » 30
Adolphus Pugh Johnson ... „ 40
A. W. Timperon „ 50
Netlam Tory Liverpool 50
B. Maddan London 50 Did reside at Worthing.
Antonio Joaquim Soares ... ^y 20
Henry Pijickardj „ 30
John Saunders, jun „ 10
John Plummer „ 30
Charles Phelps „ 20
Edward Thomas Fitzgerald . . . Ireland 100
Emma Fitzgerald, J ^ Relatives of E. F. Green.
by her attorney, Charles Green } " The wife of Edward
Thomas Fitzgerald.
12
No. of
Barnes. Residences. Shares. Remarks.
Edward Jone8 London 80* A clerk of E. F. Green's.
Matthew Crawford, J
by his attorney, Charles Green ] ^^^^^^^ ^^
Louisa Crawford, }
by her attorney, Charles Green 5 **
George Ormsby, |
by his attorney, Charles Green ) " ^ ^ ^^ ^^*^'
W. MulhoUand Liverpool 15
John MulhoUand, )
byW.Mulholland, his attorney 5 " ^^
Andrew MulhoUand, I t i /i
by W. MulhoUand, his attorney )
S. K. MulhoUand, ^
byW.Mulholland, his attorney 3 "
Francis Walton London 5 Has no vote.
Charles Cancellor „ 25
Thomas Holt „ 10 Since deceased.
Jane Gordon „ 50 A sister of William and
A. W. Elmslie.
Robert Porter ....... „ 100
James Russell „ 10
Francis Glasse „ 20
Melmoth T. Hall „ 20 In Jamaica.
Thomas Harley „ 60
J. C. Ruding „ 100
WiUiam Boyd Jamaica 25
F. Singleton, ) -. , -^
, , . ^, , o 1 ? Liverpool 10
by his attorney, Charles Stokes )
George Kirlew York 30
John Davy Jamaica 30
Edward Addison ...... London 20
* w^_^
3300
Edmund Francis Green 120 Shares.
Charles Green 160
James Daly 1380
Edward Jones 80
Edward Thomas Fitzgerald 100
Emma Fitzgerald 245
William Elmslie 295
2380
13
In no other Company is such a monopoly of the shares allowed. It
was owing to the number of shares held by these parties, that the Di-
rectors quarrelled among themselves at the offset, and which prevented
them, as I believe, from making calls so soon as it was their duty to the
Company to have done.
. Edmund Francis Green, Esq.,
Chairman of the Board of Directors of the
Jamaica Steam Navigation Company.
1, Chapel Place f Poultry ^ London,
Sir,. \6th Octohtr^ 1837.
I trust I may be allowed to make a few remarks to you, as
Chairman, on the management of the Jamaica Steam Navigation
Company. ,
In such an undertaking, the groundwork of future prosperity is often
laid at its commencement, by the zeal and energy of some active mind;
but this has not been the lot of the Jamaica Steam Navigation Company,
while the circumstances attending its progress Have excited distrust,
particularly the delay in getting the first vessel to sea; although the
Directors had, or ought to have had, ample means at their disposal.
I understand that a contract for the conveyance of the mails in the
Caribbean Sea might, probably, have been obtained, had ordinary
exertions been used ; but that the Admiralty declined listening to the
proposals of a Company that had no vessel afloat.
Early in last year, your relative, Lieutenant-Colonel Fitzgerald, of
Castlebar, Ireland, became a Director, and your brother, Mr. Charles
Green, an Auditor. The Auditors were appointed by the Directors,
contrary to the Deed of Settlement. It was so arranged, that Lieut.-
Colonel Fitzgerald afterwards withdrew from the direction, and Mr.
Charles Green, the Auditor, was promoted to the vacancy ; but as there
was, I presume, no other friend at command, it was determined there
should be but one Auditor for the remainder of the year, although the
Deed directs there shall be two.
I have before pointed out the injustice of the 4l8t clause^ requiring
that as many as twenty Proprietors, out of the twenty-one residing in
Lond9n, must in person assemble and proceed to business, in order to
constitute a General Meeting. I have also ventured to suggest the pro-
priety of adding a clause to the Deed, to define Annual General Meetings.
On complaining of the 33rd clause, which exacts a notice of fourteen
days from Proprietors, who, may wish for certain information, you so
far admitted the clause to be objectionable, as to say, that you would
14
not insist on its being enforced. But, permit me to remark; that your
power in such a matter extends no farther than that of other Proprie-
tors, and that the intention of any part of the Deed can only be neutra*
lized by the passing of a bye^law, or effectually remedied by the
framing of a new clause at an Extraordinary General Meeting.
At the Annual Meeting, the minutes of the first General Meeting
should have been read ; but this was objected to, — why, I have yet to
learn. You were also pleased, in violation of the 33rd clause, lo with-
hold all accounts of receipts and disbursements, alleging, as a reason,
'^ that the Secretary had not had time to make them out ! " Still> it
was attempted to pass a resolution, signifying the approval of accounts,
which the Meeting was not allowed to see.
As respects the Directors, they must be considered as self-elected, or,
rather elected at your bidding ; for, with few exceptions, all the shares
are held by you, your relatives and friends. As Chairman, you are
entitled to the casting vote, — consequently, when only *four Directors
assemble, and your brother is one of them, yoiTcould carry every mea-
sure that came before the Board. For this reason, and, as the Directors
only consist of seven, I objected to his being one of the number; but
as my objection was unanswerable, you evaded it, by declaring he was
duly elected. I again protest against such an exclusive control in the
direction, and I confidently submit whether there be any just cause why
a General Meeting should not be immediately called, for the purpose of
adding a clause to the Deed, to the effect, that no Proprietor shall be
eligible to be elected a Director or Auditor, so long as he shall have a
relative, partner, clerk, or dependant, in either of those capacities. I
protest against it, because by the Deed, as it at present stands, the Di-
rectors are not to retire annually, by rotation, but are eligible to be re-
elected from year to year ; thereby favouring the desideratum you
appear to aim at, of having perpetual Directors. Such a clause is ren-
dered still more necessary, as individuals are allowed to hold an unli-
mited number of shares.
You stated, at the Meeting, that Mr. Cancellor, an Auditor, was qua-
lified, notwithstanding it appeared by the Deed that he only held
twenty-five shares on the 24th of June. Need I point to the 9th and
10th clauses to satisfy you that thirty shares constitute a qualification
for an Auditor, and that he becomes disqualified on ceasing to hold
thirty shares ?
I requested to be informed of the duties of the Manager in Jamaica,
and was answered it was unfair to expect that the Directors could give
a reply at so early a stage of the Company's proceedings ; but, although
* The presence of three Directors shall constitmte a Board of Directors. — 11th
clause.
15
ignorant of the duties he had to perform, they admitted that his salary
was fixed at one thousand pounds currency. No other information
whatever was given of the expenses of the Company, either in London
or in Jamaica.
I must add, that I have not received a copy of the Directors' Report
of the proceedings of the Company, which should have been ready for
delivery td each Proprietor, as will appear on reference to the 35th
clause, on the 1st of last month.
An answer to these remarks is respectfully requested by.
Sir,
Your obedient Servant,
(Signed) HENRY PINCKARD.
A. W. Elmslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
1, Chapel Phce, Poultry,
Sir, 31*/ October, 1837.
Will you be so kind as to inform the Directors of the
Jamaica Steam Navigation Company, that I wish to look over the
banking book with the Company ; and that I shall be glad to know
when it may be convenient I shoiild call at the office for that purpose.
I am, Sir, ^
Your obedifnt Servant,
(Signed) HENRY PINCKARD.
Henry Piuckard, Esq.
Abchurch Lane,
Sir, 2nd November, 1837.
In reply to your letter of the 3l8t ult. received this mprning,
requesting to be allowed to look over the Jamaica Steam Navigation Com-
pany's banker's book, I beg to say that I shall be happy at all times to
afford you, as a Proprietor, any information about the operations of the
Company, compatible with the regulations established by the Deed. But
your request is of so unusual a nature, that before I could comply with
it, I must beg the favour of your informing me what your object is in
making it.
I am, Sir,
Your most obedient Servant,
(Signed) ADAM W. ELMSLIE, Sec.
16
A. W. Elinslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
1 , Chapel Place, Poultry,
Sir, 2nd November, 1837.
I beg you will inform the Directors of the Jamaica Steam
Navigation Company, that my object ia desiring to inspect their
banking book is, in the first place, to gain satisfactory information as a
Proprietor ; and, secondly, to enable me faithfully to discharge my duty,
as the only Auditor of the Company.
I am. Sir, your obedient Servant,
(Signed) HENRY PINCKARD.
ftenry Pinckard, Esq.
Jamaica Steam Navigation Office^
No, 6, Abchurch Lane,
Sir, 3rd November, 1837 .
The object stated by you in your communication of yester-
day's date, just received, for wishing to inspect the banker's book of the
Company, is not deemed sufficient to warrant the introduction of so
unprecedented a procedure.
In your capacity of an Auditor of the Company, you will be duly
apprized when your services may be required.
I must beg to correct an erroneous impression that seems to possess
you of your being the bnly Auditor ; Mr. Charles Cancellor, of Thread-
needle-street, being also one.
J remain, Sir, your most obedient Servant,
(Signed) A. W. ELMSLIE, Sec.
Rent of the Office £
Secretary's Salary
Fee to the Secretary on the Transfer of each Share
Clerk's Salary
A. W. Elmslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
V 1, Chapel Place, Poultry,
Sir, 1*^ December, 183/.
As my personal application to you this day, for permission
to see the account of the general expenses of the Company in London
17
has proved unsuccessful^ will you so far oblige as to inform me of the
expenses of the Comi>aDy for the above*meDtioDed objects.
I am^ Sir,
Your obedient Servant,
(Signed) HENRY PINX'KARD.
Henry Pinckard> Esq.
Abchurch Lane,
Sir, 7th December, 1837.
In answer to your inquiry as to the expenses of the Company,
under the heads of Salary and Rent of Office, I beg to inform you, that
the salary of the Secretary, including his Clerk, is £300, and the Rent
of the Office £40 per Annum, and the fee for transfers is one shilling
per share.
If the observation contained in your letter is meant to convey an in-
sinuation, that information has been at any time, or upon any subject,
withheld from you, nothing can be more inconsistent mth fact, as, on
the contrary, you have at various times been allowed access to every
book and document in the Office ; of which liberty, you have on one, or
perhaps more than one occasion, taken advantage in a manner very
unusual under such circumstances.
I am. Sir,
Your obedient Servant,
(Signed) A. W. ELMSLIE.
A. W. Elmslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
I, Cht^el Place, Poultry,
Sir, 13M December, 1837.
I will merely remark, in reply to your letter of the 7th
instant, received yesterday, that I have never seen nor had a copy of
the Directors' Report of the 1 st of August last, which you acknowledged
to me of your own accord, only a few weeks «ince, and said that my not
having been furnished with a copy, was owing to the expense of having
copies of the Report printed.
B
18
That I have never had access to the minute book, the share registry
book, nor the letter book.
That I have never had access to any book or account, showing the
appropriation of one single farthing of the Company's funds.
That I have never had access to any other book or document, than
the Deed of Settlement, and a small book containing a list of the wages,
and copies of accounts against the City of Kingston.
That I have never had access to the Company's banking book, as yonr
letter of the 3rd of last month will prove, and will also best explain
whether it be my assertions, or yours, that are so unfounded, as that
" nothing can be more inconsistent with fact." And as io your vague
assertion of my having taken some unusual advantage, I can only say of
it, that it evinces the mW to wound without the power.
I am. Sir,
Your obedient Servant,
'I (Signed) HENRY PINCKARD.
Anntial Expenses of the Jamaica Steam Navigation Company,
IN LONDON.
Sterling.
Seven Directors £
Two Auditors .
One Secretary 300
One Clerk .
Rent of the Office . 40
Books, Stationery, Coals, Candles, &c
t
IN JAMAICA.
Five Directors . , . ; ; . . . .
One Manager (lOOOA Currency) 714 5 8
One Clerk
One Wharfinger
Labourers
Agents at the Out Ports
Rent of the Wharf and Buildings at Kingston (600/. Currency) 367 2 10
Taxes
Books and Stationery
19
"The City op Kingston."
Master's Salary . «£S^
Wa^es of the Engineers and Crew * 1620
Stores for ditto * , . . ,
Engineers' Stores • • •
Cabin Stores
Fuel
Wear and Tear
Insurance
Pilotage
Port Charges . . . . i
"The Sir Lionel Smith."
Master's Salary 300
Wages of the Engineers and Crew
Stores for ditto
Engineers' Stores
Cabin Stores
Fuel '
* Wages of the Engineers and Crew of <* The City of Kingston." Per Month,
First Mate of 6
Second, 600
Third „ 4
Carpenter 700
„ Mate 300
Steward
Cook 3 10
Actifig Boatswain and Five Seamen at £6. . . 15
Cabin B«y 200
Three Apprentices
Engineer 15
Second 12
Third 900
Six Stokers at £6. . . 36 0'
Two Coal Trimmers at £4. . . 8
126 10
Steward, and Expenses of three Apprentices, say , Q ^^ ^
135
12
£ 1620
B 2
20
Wear and Tear .' £
Insurance
Pilotage
Port Charges
"The Pearl."
Master's Salary 200
Wages of the Engineers and Crew . . .*
Stores for ditto
Engineers' Stores
Cabin Stores
Fuel
'Wear and Tear
Insurance
Pilotage • :
Port Charges
Freight of Fuel for the three Vessels
Shipping Charges
Wharfage at the Out Ports of Jamaica and elsewhere . .
Estimated loss on remittances from Jamtdca .....
Expenses not enumerated
Edmund Francis Green, Esq.,
Chairman of the Board of Directors of the
Jamaica Steam Navigation Company.
1, Chapel Place, Poultry,
Sir, 14M December, 1837-
As you are still the Chairman of the Board of Directors of the
Jamaica Steam Navigation Company, I avail myself of the privilege I
possess, of again addressing you in that capacity.
In support of my assertion that I am the only Auditor of the Com-
pany, I desire to call your attention to the following facts :—
1st. That I at first called at the office and aftked the Secretary
to allow me to see the names of the Proprietors in Great Britain,
which he objected to.
2nd. That I then made an application in writing, of which the
subjoined is a copy, marked A.
3rd. That I received an answer in writing, of which the sub-
joined is a copy, marked B.
4th. That a list of the Proprietors, with the number of shares
they respectively held, was in consequence taken from the sub-
21
scribed Deed, produced by the Secretary, of which list, and num-
ber of shares, I subjoined a copy to my letter to you of the 16th
of October.
5th. That I afterwards called at the office several times, before
the annual meeting, and enquired of the Secretary if there were
any other shares disposed of than those acknowledged by the
Proprietors whose names were subscribed to the Deed, and that
he always replied in the negative.*
6th. That I mentioned the circumstance of the disqualification
of Mr. Cancellor to Captain John Rees, who, after he had exa-
mined the papers at the office, assured me, also before the annual
meeting, more than once, that I was correct in that respect, and
that Mr. Cancellor only held twenty-five shares.
7th. That at the annual meeting,! remarked that Mr. Cancellor
could not be elected on account of his being disqualified, where-
upon you told the meeting that he was qualified, and his election
was the immediate result. Still, however lightly you might have
regarded my individual and unsupported objection, is it not rea-
sonable to suppose that you would have adduced some, proof of
the qualification of Mr. Cancellor, had it been in your power ?
And lastly. That I repeat my assertion, (and in corroboration
J refer to the foregoing facts) that I am the only auditor of the
Company, as Mr. Cancellor's election was illegal, and is there-
fore null and void.
There is no clause in the Deed which authorizes the Auditors to as-
semble, at stated periods, to examine the books and accounts. By this
omission, the Auditors are deprived of their usefulness, and the Com-
pany of that security, which can only be productive of evil consequences.
I subjoin a list of the items that I consider will constitute the annual
expenses of the Company ; and I shall be glad to be allowed to fill in
the amounts of the insurances and wages, if perfectly compatible mth
the secret system of conducting the affairs of a public company. In the
list, I should have added *' law charges," since you are pleased to employ
a professional man to answer a common business letter.
Your connexion with the family of the Elmslie's, sufficiently explains
the reason of your having appointed Mr. A. W. Elmslie, the Secretary
of the Company,' with a salary of three hundred pounds, and a fee on
the transfer of each share besides, and his brother, Mr. William Elmslie,
a Director. The Manager in Jamaica was also appointed, as being your
friend. No advertisement was inserted in any newspaper, for the situa-
tion of Secretary or Manager, which would have been eagerly accepted
* Eight new Proprietors were created in June and J0I7, 1837, as appears by
the Share Register Book, who bad not signed the Deed.
22
by rnany^ in every way qualified, for one half of the salaries you have
engaged to give to these, your personal friends.
No one appears to comprehend the utility of two distinct Boards of
Directors in this small Company, as well as a Secretary, Manager,
Clerks, and Agents ; especially as it is notorious that such a fruitful source
of jealousy (even when they are not vested vnth equal power) does not
exist in any other Joint Stock Company, with very few exceptions.
At the first general meeting, a member of the legal profession ap-
peared on behidf of a Director, to protest against any resolutions which
that meeting might pass, on the ground of its being illegal, and a letter
from the Director was produced, explanatory of his proceeding ; but as
this protest was viewed as an attempt to secure to himself ^n undue in-
fluence in the direction, in which you concurred, the meeting decided
against him, with, I believe, only one dissentient voice ; and yet you,
poursel/, now possess a monopoly of the direction, in its most extensive
sense, and are making use of it with a most lavish hand.
It is a manifest impossibility that this Company can answer, or long
be kept together, under the present system of management, which is
in the highest degree extravagant, usdess, and unjust. What can be
the use of seven Dire<;tors, two Auditors, one Secretary, and one Clerk
in London ? One active individual would do justice to the Company
here, and two would be sufficient in Kingston : but until some such
alteration as this shall take place, I trust that you will not continue to give
to the Secretary and Manager their present exorbitant salaries, and
that you will agree with me on your part, and on behalf of those Pro-
prietors who are bound to support you, that the Directors and Auditors
are not to receive any remuneration until a dividend shall be declared,
nor to be allowed to employ a member of the legal profession, in respect
of the Company, unless his services shall be absolutely necessary.
Should you not be disposed to consent to a plan so fair and reason-
able, surely you will not hesitate to make a proposition to the Propri-
etors, to purchase their interest in the Company, for the amounts of
their paid-up capital, and by that means get rid of all further interfe-
rence ; which is strongly recommended by several Proprietors, who,
having lost all faith in your management, have authorized me t-o offer
their shares to you, at par, with interest at the rate of 5 per cent., and
I now offer them to you upon those terms.
I am. Sir,
Your obedient Servant, *
(Signed) HENRY PINCKARD.
23
(A.)
A. W. Elmslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
1, Chapel Place, Poultry,
Sir, \9th June, 1837.
I shall feel obliged by your fprnUhing me with a list of the
Proprietors of the Jamaica Steam Navigation Company, with their
Addresses, and the number of votes to which they are respectively
entitled ; or, should this be objected to on the score of expense, I re-
quest that J may be permitted to take a copy of such list from the
Deed of Regulation.
I am. Sir,
Your most obedient Servant,
(Signed) HENRY PINCKARD.
(B.)
Henry Pinckard, Esq.
Sir, 39, Lothbury, 22nd June, 1837.
There being no printed list of the Proprietors in the Jamaica
Steam Navigation Company, with other particulars such as you are de-
sirous to obtain, I am desired by the Directors to inform you that you
may have the perusal of the Deed, of Regulation, which contains all the
particulars you wish for, and from which you are at liberty to take a
copy of the names with the number of shares held by each.
J am. Sir,
Your most obedient Servant,
(Signed) A. W. ELMSLIE, Sec.
Henry Pinckard, Esq.
147, Leadenhall Street,
Sir, 2lst December, 1837.
I have not considered it necessary to reply to your two
letters addressed to me as holding a situation which you must be well
aware does not exist.
As regards the insulting language to myself, as an individual, in
24
these communications^ I have to observe, I have little apprehension
that my character will suffer from the unfounded misrepresentations
of any one.
I am> Sir,
Ypur obedient Servant,
(Signed) E. F. GREEN.
The Directors of the
Jamaica Steam Navigation Company.
1 , Chapel Place, Poultty,
Gentlemen, \2th February, 1838.
I admit that your Secretary thus addressed me on the 3rd
of November : —
*' The object stated by you in your communication of yesterday's
"date, just received, for wishing to inspect the Banker's Book
** of the Company, is not deemed sufficient to warrant the intro-
'' duction of so unprecedented a procedure.
" In your capacity of an Auditor of the Company you will be
" duly apprized when your services may be required."
But, notwithstanding, this intimation, I must still request, as the
Auditor of the Company, that you will comply with the 18th clause of
th^ Deed of Regulation, and that you will also cause all other the Books
of Accounts, and the Reports, and the Minute Books, Share Register
Books, Letter Books, Deeds, Documents, and Writings, concerning the
Company, in your possession or power, to be laid before me, as the
Auditor, for examination.
I am. Gentlemen,
Your obedient Servant,
(Signed) HENRY PINCKARD.
Henry Pinckard, Esq.
No. 35, Abchureh Lane,
Sir, \9th Feb. 1838.
In your capacity of an Auditor of the Jamaica Steam Navi-
gation Company, I have to request your attendance at the Office, on
Wednesday next, at half-past ten o'clock, to audit the accounts for the
last half-year, from the Ut of August, 1837y to the 1st of February inst.
I am. Sir,
Your most obedient Servant,
(Signed) ADAM W. ELMSLIE, Sec.
25
The Directors of the . '
Jamaica Steam Navif^ation Company.
1, Chapel Place, Poultry ^
Gentlemen, 21*/ February, 1838.
I did expect to find at the Company's Office this moraing
when I attended, in consequence of the reluctant invitation of the 19thy
that a statement of the Company's affairs would have been prepared, and
the books have been in a proper state for inspection ; but, in truth, no
account was in readiness to be placed before me, and as to the books, no
result can be gathered from them.
I request you will immediately cause entries to be made of the accounts
received from Jamaica, and of all liabilities in this country, to the 1st
instant, particularly for' law charges, fees to counsel, and stationery;
and as no accounts have yet been audited, that you will have accounts
made out —
Of the general affairs of the Company, from the comtiience-
ment, to the 1st of August last year.
A balance sheet, on the 1st of August last year.
Of the general affairs of the Company, from the 1st of August
to the 1st instant.
And a balance sheet, on the Ist Instant.
I may take this opportunity of reminding you, that Mr. Daly is a de-
faulter to the Company on the 4th instalment on 520 shares, and on the
5th instalment on 580 shares; and that Mr. Edmund Francis Green
owes one thousand pounds for the 100 shares which, I am told, were
allotted to him, in consequence of his application, by the Directors in
Jamaica.
I am. Gentlemen,
Your obedient Servant,
(Signed) HENRY PINCKARD.
(B.)
Henry Pinckard, Esq.
No, 35, Abchurch Lane,
Sir, ' 2nd March, 1838.
I have to communicate to you the following resolution,
adopted by the Board of Directors of the Jamaica Steam Navigation
Company, at a Meeting held on the 28th ult., viz.
" Resolved, that Mr. Henry Pinckard be superseded in his office
" of Auditor of the Company, in consequence of his having refused
it
*€
if
26
to act in such capadty^ after being spedally summoned for that
purpose, and although at the Office at the very time when Mr.
Cancellor, (the other Auditor^ was in attendance, and engaged
in auditing the accounts/' ^
I have the honour to be»
Sir,
Your most obedient Servant,
(Signed) ADAM W. ELMSUE, Sec.
A. W. Clmslie, Esq.,
Secretary of the Jamaica Steam Navigation Company.
1, Chapel Place, Poultry,
Sir, Srd March, 1838.
In the discharge of my duty as an Auditor of the Jamaica
Steam Navigation Company, I again called at the Company's Office yes-
terday, with the intention of ascertaining how far certain items of ex-
penditure were correct, that had excited suspicion in the course of my
examining the books of account on the 2l8t and 27th ultimo, particu-
larly the sum of seven hundred and fifty pounds, the amount of a bill of
exchange drawn by Mr. John Salmon, of Jamaica, upon Mr. Edmund
Francis Green ; but on requesting to see the check-book, (presuming
there must be one, as no account appears in the ledger with the Com-
pany's bankers, Messrs. Glyn and (Jo.), you refused to produce it. I
then requested to see the ledger, which you also refused, and conse-
quently my object was defeated.
Shortly after my return to the Poultry, this conduct was explained by
the receipt of your letter acqufdnting me, that the Board of Directors
had adopted a resolution to supersede me in the office of Auditor of
the Company, in consequence of my " having refused to act in such
capacity."
This, as you are well aware, is so utterly at variance with the fact, and
with every thing I have said and written, that I am at a loss to account
for such an extraordinary proceeding. So far from ever having refused
to act as an Auditor, I have, on the contrary, been unremitting in my en-
deavours to obtain an inspection of the accounts, as my repeated appli-
cations will sufficiently prove, independent of the pledge J had given to
several Proprietors to persevere in those endeavours, and to bestow upon
the books and accounts a minute and faithful investigation.
I tlierefore request you will place this letter before the first Board of
27
Directors, and that you will inforiq me of the names of the Directors
who adopted the resolution in question.
• I am. Sir,
Your obedient Servant,
(Signed) HENRY PINCKARD.
Henry Pinckard, Esq.,
Auditor to the Jamaica Steam Navigation Company.
10, Taunton Place,
Dkar Sir, Reg'enfs Park, 20th March, 1838.
I am about leaving town for Liverpool, and desirous of com-
municating to Mr. Tory such particulars as you may fiimish me with
respecting the Jamaica Steam Navigation Company generally, as also the
result of your application to the Directors for permission to continue
your duties as Auditor, and your denial of ever having declined to act as
such ; and I now beg you to act as my proxy during my absence, and
otherwise to remind you of the reliance placed by others in your exer-
tions as Auditor, to protect the interests of the absentee shareholders,
particularly those at Jamaica, and otherwise to ascertain and explain,
when called on, certain extraordinary proceedings not contemplated in
the Deed of Settlement, or compatible with the interests of all the par-
ties concerned.
Your answer will oblige, respectfully,
Your obedient Servant,
(Signed) JOHN NETHERSOLE.*
A. W. Elmslie^ Esq.,
Secretary of the Jamaica Steam Navigation Company.
1, Chapel Place, Poultry,
Sir, 22nd March, 1838.
I send to you upon this sheet, a duplicate of my letter to you
of the drd instant, and a copy of Mr. John Nethersole's letter, addressed
to myself, dated the 20th instant.
J request you will immediately let me know what resolution the Direc-
tors have come to, touching the subject contained in my said letter*
I am. Sir,
Your obedient Servant,
(Signed) HENRY PINCKARD.
* Lately one of the Directors in Jamaica.
*>
28
Henry PSnckard, Esq.
No. 35, Abchurch Lane,
Sir, 26M March, 1^38.
Your letter, dated the 22nd instant, has been laid before the
Board of Directors; and I am desired, in reply thereto, to refer you to an
advertisement in the Times and Mormng Chronicle of this day, calling a
General Meeting of the Proprietors of the Jamuca Steam Navigation
Company on the 10th of April next ; at which you, as well as all the
other Proprietors, will have an opportunity of informing yourself of the
state of the Company's afiairs.
I am. Sir,
Your obedient Servant,
(Signed) A. W. ELMSLIE, Sec.
Edmund Francis Green, Esq.,
One of the Directors of the Jamaica Steam .
Navigation Company. I, Chapel Place, Poultry^
Sir, 2nd April,' \%S^.
In your letter of the 21st of December, you thought it right
to acquaint me, that you had not considered it necessary to reply to my
remarks, and you state that I had addressed you as holding a situation,
which I must have been aware did not exist.
It is a pity that you should have so far committed yourself; for this
very reply to my remarks affords the best evidence of their correctness,
whilst it exhibits a miserably weak attempt to evade them.
The impression that you were a permanent Chairman for the year,
was occasioned by the prominent part you had taken, and by your hav*
ing presided at the General Meeting of the Proprietors, and at the dinner
at the Albion ; by your indirect avowal at that dinner, that you were the
projector of the Company ; by seeing that your name stood foremost as
a Director, and a Trustee, in the Company's Deed of Regulation, and
by the belief that otlier Proprietors entertained. But allowing that there
is not, nominally, any permanent Chairman, it is a fact, which circum-
stances indisputably prove, that you are, in reality, the Dictator of the
Company, and possessed of absolute sway. However, I now address you
as one of the Directors of the Jamaica Steam Navigation Company, and
I address you, in that capacity, in preference to the Board of Directors,
because it is still my firm belief, that the Board is virtually centred in
you, and that the other Directors, with one exception, are your very sub-
servient friends, and under your controul.
Several applications for shares, in the first instance, from respectable
29
»
parties, in creditable circumstances, were disregarded^ as it was no doubt
considered for the ''good of Jamaica," to keep a supply in reserve ; but
still the following allotments were made : —
To William Elmslie 50 i^hares.
Adam W. Elmslie . .
Mrs. Emma Elmslie .
Adam W. Elmslie, Jun.
James Elmslie . . .
Henry Elmslie . . .
John F. Elmslie . . .
James A. Elmslie . .
Mrs. Eliza Elmslie . .
William Logan Elmslie
John W.Shaw . . .
30
10
5
60
10
25
25
50
25
30
I know not whether any consideration, connected with the estates in
the parish of Saint Thomas in the East, in Jamaica, called Serge Island
and Island Head, may have influenced you in allotting shares to ten mem-
bers of one family ; but this I do know, that of these eleven individuals,
only Mr. William Elmslie, the Director, has subscribed to the Deed, and
that the others sold th^r shares immediately as they were allotted.
The number of Directors was at first limited to five ; but you caused
the number to be increased to seven.
Vou prevailed on some of your friends to take shares, under the as-
surance that the Directors were not to be paid.
You afterwards stated in conversation with that Director, who has not
always been so pliable as the rest, (on the subject of remuneration to thc^
Directors,) ^*\fwe don't expect any thing, others will!'*
You have since re-assured those your friends, that the Directors were
not to be paid.
On the 1st of last August, at the General Meeting of the Proprietors,
yourself in the chair, you made the startling announcement, that the
Directors did expect to be remunerated at the next meeting.
In other Companies no Director is allowed to be employed, and paid,
except as a Director ; but you have sanctioned a most dangerous prece-
dent, by allowing your friend, Mr. Adolphus Pugh Johnson, to effect the
insurances on the Company's vessels, and, in his capacity of Director, to
vote money to himself as an insurance broker !
In other Companies the Directors sell all the unappropriated shares
before they sell one of their own ; but, notwithstanding there are, I be-
lieve, four or five hundred shares belonging to the Company unappro-
priated, you have sold some of your shares at par, and purchased others
at fifty per cent, discount ; and your brother, Mr. Charles Green, has
30
also sold some of his shares, and so has Mr. William Elmslie ; but the
Company's shares are undiminished.
This trafficking in shares, under such drcumstances, is not very cre-
ditable; neither is it satisfactory to find, that so many of the Company's
shares are still on hand, when we consider that applications were made
two years since, (if I am rightly informed,) for twelve thousand shares,
and that the total number for distribution, both in this country and
Jamaica, only amounted to five thousand.
It is probable that some game of chance may have produced this dis-
astrous result to the Company ; but, Mr. Green, you must be shielded
with triple brass, if you can say that it was necessary to play such a
game, purely for ** the good of Jamaica."
No doubt, Mr. Charles Green, your brother, who resides so much at
Paris, is a most useful member of the Board of Directors in London ;
still I cannot yet believe that you will attempt to levy contributions
upon the Proprietors, for the support of your brother in France.
It was originally understood, that Mr. A. W. Elmslie was to be em-
ployed as a clerk, at a salary of one hundred pounds ; yet you took ad-
vantage of the absence from the Board of the only Director who had
opposed you, and resolved that he should be styled " Secretary,'' mth
a salary of three hundred pounds ; and that the Company should also be
burthened with his son, as a clerk, at a salary of fifty pounds. This son
is now abroad ; and Mr. Shaw, a son of the late partner of Mr. A. W.
Elmslie, the Secretary, supplies his place, but ^vithout a salary at
present.
At the Meeting on the 1st of August, a Report was read '* of the pro-
ceedings of the Company, and of the general state of its accounts and
afi^irs, during the preceding year ;'* « copy of such Report has been
withheld from me, in express violation of the Deed, clause 35, and of
every principle of right and justice.
In this Report it was announced that some Proprietors, who had not
paid the instalmeocs, were to be charged interest at the rate of /our per
cent. I remarked that the Company was, at least, entitled to legal inte-
rest, at a time when money was so much in demand, and you then said
it was a mistake, and directed the rate of interest to be altered to five
per cent. These Proprietors were Lieutenant-Colonel Edward Thomas
Fitzgerald and Lady ; and why were they alone, so greatly favoured, —
why ? Was it not because the one is your brother-in-law, and the other
your sister ?
In conformity with the system which has been practised here, the
Manager in Jamaica has been permitted to contract debts with the
Jamaica Proprietors, instead of resorting to open competition, and to
employ professional men, unnecessarily.
«
31
It matters not which way I turn> nor what branch of the Company's
^ affairs I examine into, one ruling feature pervades the whole; such
as every disinterested party will condemn, and none can justify, or
approve.
L What induced you to expend upwards of eight thousand pounds upon
that useless boat, the '* Pearl ?" — a boat that draws too much water to
go alongside the wharfs at Port Henderson and Port Royal, and cannot
stovv away a single cask, as freight. Unless, however, it can be shown
that a useless vessel comes within the intent and meaning of the 2nd
clause of the Deed, I trust that the Proprietors will disown this ^e-
cious " Pearly' — this sinking " m%ne of wealth."
I am, Sir,
Your obedient Servant,
(Signed) HENRY PINCKARD.
Henry Pinckard, Esq. •
] 47, Leadenhall Street f
Sir, eth April, 1838.
I am totally at a loss to account for the hostile spirit that
appears in all your communications towards myself personally, never
having to my knowledge in any way given you the slightest offence.
I do not think I am required as an individual of a public Board to
notice any complaints against that Board ; but as you have been pleased
in your letter of the 2nd, to assert several things not founded on fact, I
shall make a few observations in order to set you right, for I can hardly
imagine any man would willingly state an untruth.
As to a permanent Chairman, the Deed you must be fully aware
would not permit any such appointment. I am not disposed to accept
the compliment of superiorit/ at the Board you have assigned me, at the
expense of the other six gentlemen, who, though they may have the
misfortune in your opinion to be my friends, are men of character, and
fully able to judge for themselves without being beholden to me.
In the first instance, (as is generally the case in similar undertak-
ings), applications were made for considerably more shares than the
number to be issued, but many never paid the deposit or used the
letters ; and as regards those allotted to the family of Elmslie, they
were all taken, and at present Mr. William Elmslie is the holder of
200 of these shares, and consequently, your inference that all these
shares were sold is incorrect.
I am not aware that the Directors are about to propose any remune-
ration for themselves, so your alarm en that head is groundless.
32
As to Mr. Johnson's effecting the insurance, I can only say, I tried in
vain myself to do it, but could not under twelve guineas, and I have
considered it as cheaply done, and that the Company are indebted to the
influence at Lloyd's that could effect it at so reasonable a rate, and I
rather think the Underwriters now are of the same opinion. In
Kingston tfiey asked eighteen guineas.
I directly deny that I. ever trafficked in shares. I subscribed for
100 : I now hold them. It is true I paid the instalments for many of
those who could not do it for want of means, and assisted them in selling
at par ; my brother did the same. I am not ashamed to avow this, or
that myself, Mr. Daly, and Captain Rees were the ori^nal projectors of
the Company, having, to use your own insulting language, brass enough
to imagine it would be for the benefit of Jamaica, and also as holding
out a fair prospect of remuneration to parties subscribing in this
country.
Mr. A. W. Elmslie has been employed at a salary of £300 a year as
Secretary, out of which he had to find a clerk; and with my knowledge
of what is given in other Companies, I consider it as a very moderate
remuneration.
The Report of the Meeting on the Ist August last was not printed,
but you might have had a copy by applying at the Office at any time.
All the Proprietors in arrear (not confined to Colonel and Mrs.
Fitzgerald) paid the instalment with 5 per cent, interest when de-
manded; and as the money was not required at the moment, the
Directors considered the Company benefited by getting 5 per cent."
of the parties, instead of 3 per cent, on Exchequer Bills.
As regards the "Pearl," you are perfectly aware of the reasons that
induced the Board to fit her out, and they will be shown to the Pro^
prietors, who will judge how far they are to blame.
Some time ago you openly stated that some of the Directors had
purchased this boat on their own account, and then thrown her on the
Company; I should feel obliged to you to name the party who did this.
In conclusion, if you have any personal complaint against myself, it
woidd be far more manly and candid to avow it, much more creditable
to the feelings of a gentleman and man of honour, than underhand asser-
tions, unsupported by facts, and which can be productive of no good to
the concern, or injury to myself.
I am, Sir,
Your obedient Servant,
(Signed) E. F. CfREEN.
P. S. I omitted to mentioned I purchased Mr. Maddan's shares for
a friend at £5, to prevent their being thrown on the market at the time
33
wh^n we every hour expected favourable accounts from the Admiralty,
which might have been highly prejudicial to the Company, and which
shares you can have, if you please at the same rate.
•
Edmund Francis Green, Esq.
One of the Directors of the Jamaica Steam Navigation Company.
1, Chapel Place, Poultry,
Sib, 9th Jpril, 1838.
Your letter of the 6th instant is of that evasive tenor, that it
aeeds but a few remarks.
Mr. William Elmslie had originally 60 sharea.
He must have purchased 245
making . . . 295
For which number he has subscribed to the Deed.
He has disposed of « 95
which leaves him a Proprietor, according to your letter, of 200
The other parties mentioned in my former letter, " sold
their shares immediately as they were allotted."
You had originally no shares.
You have subscribed to the Deed for 120
You have disposed of 20
which leaves you a Pr9prietor, in Great Britain, ac- J y^^.
cording to your letter, of J ^
And also a Proprietor in Jamaica (if I mistake not) of . 1 00
Mr. Charles Green had originally 50
He must have purchased 110
making ... 160
For which number he has subscribed to the Deed.
He has disposed of ... 60
which leaves him a Proprietor of 100
I have applied at the Company's Offic^, in the presence of Major
Glasse, and of Messrs. Tory and Rudipg, for a copy of the Directors'
Report of the 1st of August, but to no purpose.
The whole of the 345 shares described in the statement of accounts
of the 1st of August as unpaid, ''being in the hands of parties who
have agreed to pay interest at the rate of 5 per cent.'' belonged exclu-
sively to Lieutenant-Cplonel Edward Thomas Fitzgerald, and Lady, as a
reference to* the books will prove.
c
34
I am not aware of the reasons that induced the Board of Directors to
fit out the '* Pearl ;" but I did state at the Office, to IVIr. Nethersole and
the Secretary, that it would appear, by the information I had obtained
from Mr. Nethersole, that the " Pearl " was not ori^pnally purchased for
the Company.
I am. Sir, your obedient Servant,
(Signed) HENRY PINCKARD.
(A.)
Edmund Francis Green, Esq.,
One of the Directors of the Jamaica Steam Navigation Company.
1, Chapel Place^ PouUrp,
Sir, 30ih May, 1838.
A few days since, for the first time, by chance, I had access
to the Share Register Book, which, as set forth in the Deed, ** shall be
conclusive evidence of the proprietorship of shares ; " and it affords
conclusive evidence that you sold fifteen of your shares to Mr. Locke,
on the 4th of December, 1837, and that you purchased twenty-five
shares of Mr. Maddan on the 13th of February, 1838. I leave you to
reconcile this evidence with your declarations that you have never
trafficked in shares, and that you purchased Mr< Maddan's shares for a
friend.
It neithier appears by the correspondence, nor is it Mr. Daly's opinion,
that you have had reason, at any period, to expect favourable accounts
from the Admiralty.
In the expectation, I presume, that the shares of the Company would,
at the commencement, get to a high premium, you applied to the
Jamaica Board of Directors for one hundred shares, ii^addition to those
you held as an English Proprietor, which one hundred shares were
allotted, and paid for, by Mr. John Salmon, your Attorney.
Am I to conclude, that you afterwards perceived it would be a losing
speculation, and in consequence endeavoured, at the General Meeting
of the 1st of August, 1837> to obtain the approval of the Proprietors to
a fictitious account, which was read to the Meeting by your brother,
Mr. Charles Green, (though not allowed to be seen,) in which the sum
of seven hundred and fifty pounds, that had been paid by Mr. Salmon
for your one hundred Jamaica shares, was charged to the Company ?
Failing in this supposed manoeuvre, the Secretary was instructed to
write to the Jamaica Board, to request that they would allow these
shares to be re-sold, and to this very modest request the following
answer was returned by Mr. John W. Cater, one of the Directors, in
his letter, dated Kingston, Jamaica, the 8th of September, 183? : —
35
«
««
The packet sailing in the absence of the Mana(^er, I atn requested,
ou behalf of the fioard of Directors here, to forward the copy of a
" Resolution entered into at a Meeting held on the 28th ultimo, when
your letter of the 16th of July^on the subject of the shares taken by
the Directors in England, was laid before them. There being only
*' three of the Board present, it was thought expedient to call a full
** Meeting, that the subject matter of the letter should be again con-
** sidered ; and I am directed to state, that the Board of Directors here
** unanimously disapprove of the endeavouring to deceive the public by
the steps recommended ; they are of opinion, that the shares having
been taken, and the Deed of Settlement duly executed, they are the
property of the individuals who subscribed, and they therefore cannot
sanction a sale of such shares by the Manager here, on account of the
Company, or would they lend themselves to such a proceeding. At
this early stage it is impossible to say what the result will be ; but,
nevertheless, the shares subscribecTmust all bear their loss or gain;
** and it would, the Board considers, be unfair to impose a greater risk
*^ on the individuals not in the Directorship, than on the Directors
'^ themselves : they have therefore made a minute, directing the Mana-
** ger to sell the remaining unsubscribed shares only, on account of the
'^ Company, and not in any way to interfere with those already taken."
Nothing daunted, however, you persevered in accomplishing your
purpose; and you prevailed on the nominal and compliant Directors, all
of whom, except Mr. Daly, appear to be your most obsequious servants
and tools, to vote this sum of money to yourself, another Director,
without ever consulting the Proprietors, in either hemisphere, and in
defiance of the unanimous and impartial resolution of the Jamaica Board.
A check was accordingly drawn on the Company's bankers, dated
the 14th of October, 1837 :—
Pay " Mr, Orrok's Dmftr
" Seven htmdred and fifty pounds."
(Signed) ** John Rees," a Director and Trustee.
" Charles Green," a Director.
" E. F. Green," a Director and Trustee.
In the first place, there is no such draft. In the second place, and it
is worth repeating, this sum was introduced into the fictitious account,
which you endeavoured to get passed at the Meeting of the 1st of
August, although it was not exhibited at the Meeting, nor had it been
audited. In the third place, it was a payment to you, of the Company's
funds, at your high bidding. A'nd I may here remark, that you have not
conformed to the Deed, by entering into security, as a trustee. In the
fourth place, to conclude the deception, this sum, thus paid to you, was
of the same date, charged to the Manager in Jamaica, the late Mr.
36
Orrok> instead of the correct amount which he did receive (and give
credit for) in June^ 1837, by his sale in Jamaica of Mr. Salmon's bill of
exchange^ drawn upon you for the said sum of seven hundred and fifty
pounds sterling.
As soon as I detected this *' Greet^' afiair, the lowest subterfuge was
resorted to by the Secretary and acted upon, to supersede me as an
Auditor, in the hope, as I suppose, that it might then be passed over
unheeded, and be forgotten.
But this last faint ray was extinguished at the General Meeting of
the Proprietors on the 12th of last month, when you agreed to refund
the seven hundred and fifty pounds, and also to pay the further calls in
resjpect of your one hundred Jamaica shares, amounting to two hundred
and fifty pounds more ! !
Only twenty-one accounts have been opened in the ledger, and thirty-
six pages written in the journal, from the cash-book, during two years ;
yet to such an extent has the system of concealment and mystification
been carried, that the books are totally unintelligible.
Not a single entry has been made of the operations of the Company
in Jamaica, ^nor of the general liabilities of the Company ; although it
was represented at the Meeting, that the liabilities extend over an
amount of thirteen thousand one hundred pounds.
The cash-book and the banking-book require explanation, as it is not
sufficient to find that they balance, when it is evident that they do not agree*
For example, at one time a sum of twenty-five pounds is entered in the
cash-book, and not in the banking-book ; and at another time, a sum of
twenty-five pounds is entered in the banking-book, and not entered in
the cash-book. And as to the English Share List, it is a mass of con-
fusion, calculated only to blind and deceive.
There can be but one opinion of the unvarying line of conduct which
the Secretary and you have pursued ; and of the cause of so signal a
failure of the undertaking, as to have sunk about four-fifths of the pud-
up capital of forty thousand pounds, in le& than six months after the
vessels had reached their destination. And whether this serious wreck
and ruin are attributable to you, as Dictator, after the foregoing state-
ment of facts, I leave the Proprietors to judge ; but, at all events, such
disgraceful conduct as you have, on more than one occasion, exhibited —
such ignorance, secresy, and mystification combined — are, I firmly be-
. lieve, unparalleled among the numerous joint stock bubbles of the
day. And, certainly^ no one will be found to envy you the just notoriety
you have acquired, as the principal mis-director of the Jamaica Steam
Navigation Company.
I am, Sir, your obedient Servant,
(Signed) HENRY PINCKARD.
37
€09Vi ot tbt l^epoit of tbt Commtttee,
^ppofntelr 69 tge ^Gfcncral inetttttg of tj^e $toprfctors of tge
3)ama{ca Sbtcam :N^abtgatfon QTompanB, gellr on tgt i2t]^
bag of ^pril, 1838, togen
Mr. James Laurie,
Mr. Thomas Harley, and
Mr. Francis Walton,
tnere appomtelr to mai^e up tj^t accounts^ of tj^e Company, anl3r
report to tj^e nm @reneral imeetfng^ to be beltt on tge 31{(t
aag of iWag, 1838.
To the Proprietors of the
Jamaica Steam Navigation Company.
Gentlemen, London, Zist May, 1838.
The Committee appointed by the General Meeting of the Pro-
prietors, held on the 12th day of April last^ regret the delay that has taken
place in producing their -accounts and report of the Company's affairs.
They beg to state that the delay has neither been owing to the want
of diligence on their part, nor inattention to the task assigned to them. It
has been occasioned by the defective state in which they found the books
of the Company ; but more particularly, the confusion in the English
share list has caused the Committee very great trouble, and prolonged their
investigation to a much greater length of time than they could have
contemplated.
From the mode in which the books have been kept, they do not exhibit
the operations of the Company, either as to the entire cost of either of the
three steam boats, the coals purebred, the shares paid and in de&ult, nor
do they show any liabilities owing by the Company ! 1 The Committee
were therefore obliged to make up their accounts from the documents which
were furnished to them from time to time, during their investigation, namely,
invoices and receipts, checks drawn on the bankers, and the bankers' book,
and having arranged these documents from the commencement of the Com-
pany's operations in April, 1836, to the 31st of March last, inclusive, they
proceeded to make up the accounts herewith, and beg now to give the result
of their labours as follows : —
38
£ «.
d.
• £ ».
rf.
City of Kingston
has cost 19,707 2
8;
of this sum
2,465 11
is now owing.
Sir Lionel Smith
U,024 15
5:
3,614 4
8
it
Pearl
8.848 5
7;
4,653 14
6
»»
Coals (3403 tons)
have cost 6,001 6
8;
1,245 12
3
»
Law Bills
288 5
5;
85 2
6
tt
London Establishment* has cost 1,183 3
8:
15
»*
'
Liabilities on
general Account
Making
411 13
7
»»
12,490 18
6
owing by the
.
Company,
which includes balances outstanding on account of the three steam boats^
on coal account, insurances, and other liabilities, so far as the Commit-
tee have been able to ascertain from the documents handed to them.
At the formation of the Company, the Committee find that letters were
received containing applications to the then Provisional Committee for up-
wards of 10,000 shares, but the number was restricted by them to 5,000 ;
3,500 were allotted for subscribers in England, 1,500 for Jamaica. Of the
English shares, the first call was paid on 3,375, and with ten now in de-
fault, make together 3,385, thus leaving 115 shares undisposed of. Of the
1,500 allotted for Jamaica, the first call was paid on 955, thus leaving 545
undisposed of.
On the first call, therefore, the total number of English and Jamaica
sliares, on which it was paid, and now in defaiult is, 4,340, which, at £10
each, the calls already made, is equal to £43,400
From which deduct
Cash received on English shares,
per banker's-book .;•.;. £28,231 5
Cash received on Jamaica Shares, per ditto 9,882 10
Add . £38,113 15
Defaulters on Eng^ shares £1,056 5
Defaulters on Jam* Shares 3,717 10 4,773 15 42,887 10
Which leaves a defalcation of
£512 10
to be accounted for, being a deficiency on the value of these shares as above,
compared with the amount which has been realized, and now outstanding
on the same.
On the second call, the number of English and Jamaica Shares is 4,255,
which is eighty-five shares less than on the first call.
* This last item consists of * —
Salary to Secretary and his Clerk £600
General and petty-cash charges , 457 17 7
Postages paid by bankers 4 2
J. Orrok's passage to Jamaica, and allowance. . . . 117 3 11
Furniture for office 7 18
£1183 3 8
39
On the third, fourth, and fifth calUj the number on each of these is the
same, namely, 4280, being only sixty shares short of the first call, but
twenty-tive more than on the second.
The Committee have been unremitting in their endeavours to clear up
these discrepancies on the English share list, but without success. There
is no irregularity in the Jamaica list, as every share can be traced in the
several calls ; and where defaulters are, they are known, but not so with
all the defaulters on the English list, which arises from no correct account
having ever been kept of the parties to whom the scrip was issued, nor
could the names of the persons, or the number of the scrip, be furnished by
the Secretary.
It has consequently been found impossible to trace who are the defaulters
on the eighti/-Jlve shares not paid on the second call ; and it is a singular
anomaly, that on the third, fourth, and fifth calls there should be twenty-five
shares. more paid than on this second, which proves that a positive loss, in
money to the Company, of £62. 10s. has been sustained !
The mystification which has hung over the English share list has evi-
dently deeply injured the Company, and it is exceedingly to be regretted
that proper attention was not given to the disposal of the 115 unappropri-
ated English shares, which could have been done to advantage, as the
shares of the Company rose above par immediately after being issued.
The first in order of the accounts herewith, is the list of the English
shares. It has been made up from the circular letters sent to the several
parties to whom the shares were allotted by the Company. The five calls
are placed opposite to the names of the original subscribers, and by one in-
spection it is seen how many shares each subscriber has paid for on all these
calls. This list also shows the number of shares held on the 31st March
last by these parties, as registered in the Share Register Book of the Com-
pany, and those persons who have signed the Deed have D opposite to
their names.
The Jamaica list of shares follows in like manner to the above.
The defaulters on English shares.
The defaulters on Jamaica shares.
List of pnglish. Proprietors who have signed the Deed, 2,735 shares.
List of Jamaica Proprietors who have signed the Deed, 605 shares.
List of English and Jamaica Proprietors who are recognized in the Share
Register Book of the Company for 3,330 shares, but many of them
have not signed the Deed.
List of Shareholiiers who have not signed the Deed, or been recognised in
the Share Register Book, but who are known to hold shares in the
Company.
List of Transfers of Shares by the Deed, with the date of each, and num-
ber of shares transferred, 250 shares.
Mr. Elmslie's salary account, £585 paid, £15 owing.
40
Particulars of coals to Jamaica : — ;
First shipments, 1,973 tons, cost £3,371 7 5
Second shipments, 1,423 tons, cost 2,629 19 3
£6,001 6 8
Exchequer Bill Account, purchases and sales thereof 15,605 7
London and Westminster Bank, investment and disposal 4,039 2 5
Law Accounts £203 2 11 paid, £85 2 6 owing.
Cost of the City of Kingston 1 9,707 2 8
Cost of the Sir Lionel Smith 14,024 15 5
Cost of the Pearl . 8,848 5 7
Petty cash account 1,115 and disposal thereof.
Charges on trade 457 17 7
J. Orrok's account . 117 3 11 for passage and allowance,
and £l00 to account of salary.
List of Liabilities owing on general Account, £411 13 7
General List of the Assets of the Company.
General Statement of Receipts and Payments, as made up from Banker's
Book:
Receipts to Slst March* 1838, £58,738 3 3
£68;738 3 3
Payments £58,279 7 6
Balance of Petty Cash in Se-l
cretary's hands / * *^ ^
Balance of Cash at Banker's • • . . 457 4 6
£58,738 S 3
Total Liabilities owing by the Company £12.490 18 6
The Committee have thus gone into the London Accounts of the Company
from its commencement, up to the 31st of March last; but they have not
touched upon the Jamaica accounts, in consequence of their being so incom-
plete^ that no result could be come to respecting the operations of the steam
boats during the short trial which they had in Jamaica.
With respect to the disbursements made through petty cash« the Com-
mittee are at a olss to investigate properly the disposal of the same for want
of the necessary documents. No list having been kept in the Company's
office of the officers and seamen on board of the steam boats, th$ ad-
vance and monthly notes could not be checked, and many other sums were
unsupported by vouchers. This great oversight is the more to be deplored,
as regards the City of Kingston, as large sums have been paid to Capt. Bar-
ton, which have not been satisfactorily accounted for.
In the Jamaica list of defaulters, Messrs. Hitchins, Hutchings, and Co.
are returned on fifty shares on the third call, value £l 25. This sum was
paid by their agent in London to the bankers, but afterwards returned to
him, in consequence of the same having been paid by themselves to Mr.
Orrok in Jamaica.
41
Mr. James Derbyshire is also made a defaulter on ten sbares on the third
call, namely £25 ; but the same was paid by his agent, Mr. Pinckard, into
the office here, but it has not been handed over to the bankers.*
Mr. Alexander Cowan has overpaid £12 10s. on the fourth and fifth calls,
which will have to be repaid to him.
In the English list of defaulters, Mrs. and Colonel Fitzgerald are
returned on the last call on 345 shazes, namely £431 5s., but which was
paid to the bankers on the fifth of April.
Mr. W. Elmslie has overpaid £25 on twenty shares on the 4th and 5th
calls, which will have to be repaid by the Company, unless an error should
have been made in his not having paid the fourth call on ten shares, namely
£12 10s. transferred by him to Mr. Thomas James on the 30th of Septem-
ber last, after the fourth call was due, which has not been paid to the
bankers. Mr. James is therefore returned a defaulter on the fourth call on
these ten shares, but it should have been more properly charged against
Mr. William Elmsjie.
The Committee have had before them the Report j^resentedf to the Pro-
prietors, dated the 1st day of August, 1837, which refers to the Auditor's
accounts as made up to accompany that Report, but which statements do
not give any details, only abstracts of the share, and somie of the other
accounts of the Company, but which are not signed by the Auditors named
in the Deed of Proprietorship. Mr. Cancellor, one of the two Auditors
therein named, does not assist in his capacity of Auditor until February,
1838, and then his investigation was confined to the comparing of vouchers
with cash disbursements made after August, 1837, and he admits that he
had not brought his audit to a close I
The Committee have now to state in conclusion, that they have given their
best attention to make their accounts full, clear, and perspicuous^ and they
beg to add that they have reported every thing in the fairest and most impar-
tial manner to protect the interests of the Company; and they hope that their
endeavours will give satisfaction to the Proprietors.
{JAMES LAURIE,
THOMAS HARLEY,
FRANCIS WALTON.
* And by the Committee's statement of the accounts, " Messrs. James and
R. W. Gordon paid £^5 on the 23rd of June, 1837, which is entered in the
baDker's-hook, but oot in the cash-book of the Company !"' — H. Pinckaro.
t The Report was merely read to the Proprietors by Mr. Charles Green, a
Director. They were not allowed to see it. — H. Pinckard.
42
APPENDIX.
The partial and exclusive tenor of the Deed of Regulation
demonstrates so clearly the real objects of its framers, the Direc-
tors, that the Company could not possibly have had a lengthened
continuance under their controul,
I will only solicit attention to a few of the clauses of this Deed j
first observing, that the duties of an Auditor have been mis-
construed, for it would appear that he is to be the mere tool of
the Directors.
^^ In your capacity of an Auditor of the Coiftpany, you will be
duly apprized when your services may be required." — Secre-
tary's Letter of 3rd of November, 1837'.
'< That the affairs of the Company shall be conducted under the manage-
ment of a London Board of seven Directors, and that there shall be a
Jamaica Board of five Directors, for the purpose of superintending and
directing the management and employment of the steam vessels, subject
to the control of the London Board of Directors/' — 4th Clause.
Note. — ^By a subsequeut Deed, the powers of the Jamaica
Board of Directors are abridged^ and rendered secondary to
those of the Manager.
** That as well the pecuniary, as all other the transactions of the said
Company in the West Indies, shall be conducted by a Manager or Ma^
nagers of the said Company, to be appointed by, and to act under the
directions and regulations of, the London Board of Directors." — ^2 1st
Clause.
^ That the several persons, partis hereto, shall and will pay every call
which may be made by the London Board of Directors as aforesaid^ without
requiring the accounts of the Company to be taken." — 28th Clause.
*' That the London Board of Directors shall appoint any number of days
within the two first calendar mouths after the holding of every General
Meeting in London, not being less than fourteen, nor more than twenty-
one days in the whole, on which they will permit any one or more, not
exceeding altogether three of the Proprietors of the Company, upon the
requisition^ in writing, of any three or more of the Proprietors, being col-
lectively the holders of twenty shares at the least, to have free access to
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