50 II.—PRIVATE FIRMS AND COMPANIES.
ployees of tlie new Company with the special object of enabling
them to acquire an interest in its capital and a share in the con
trol of its affairs. The title of this society,x registered under the
Industrial and Provident Societies Act in April, 19Ud, is
“ Fosters’ Employees, Limited ” ; and it is stated that most of
the employees of Foster, Sons & Co., Limited, joined the Society
on its formation.
By the Articles of Association of the Company its directors are
required to retain 1,000 of its (£1) shares for issue to the Em
ployees’ Society. The disposable profits of the company, after
providing for the creation and maintenance of a reserve fund,
are to be divided in the following' manner: —The shares are, in
the first place, to receive a dividend for each year at the rate of
5 per cent, per annum,* and the remaining profits are to be divided
as follows : One-tentli is to go to the Employees’ Society for its
Common Fund (see below), and four-tenths to the Employees’
Society to be applied for the purchase of shares in the Company
and for the benefit of the employees: as to this four-tenths the
Company is to declare how much is paid as a bonus on the wages or
salary of each employee who is a member of the Employees’
Society, and how much is paid as a bonus on the wages or salaries
of the non-members of that Society collectively, such amounts to
be strictly in proportion to the respective wages and salaries paid.
Finally, one-fourtli is to go to the manager or managers for the
time being; and the remaining one-fourth is to be paid to the
holders of the ordinary shares as a further dividend.
So far as concerns the share to be taken by the employees in
the management of the affairs of the Company, it is provided in
the first place that the Employees’ Society shall be entitled to
appoint one delegate for every 100 shares held by. it, to attend
the general meetings, and to speak thereat, but one only of such
delegates shall be its proxy to vote thereat; and, in the next
place, that the employees shall be represented on the Board of
Directors in the following manner: —
The number of the Directors is to be not less than three nor
more than five, and the first Directors are to be Mr. Thomas
Foster and Mr. John Foster (the partners in the former firm of
William Foster & Sons), and a third person appointed by them.
So long as Messrs. Thomas and John Foster shall together hold
one-half of the share capital of the Company for the time being
issued and are willing to serve, they shall continue to be Directors.
The Employees’ Society shall be entitled to appoint one of its
members (whether himself a shareholder in the Company or not)
a Director of the Company whenever it holds at least one-tenth of
the share capital of the Company for the time being issued, and
one more when it holds one-fifth. In the last case the total
number of Directors shall be five. Subject to the provisions last
stated, the Directors may appoint additional Directors, but so that
the total number of Directors shall not exceed the maximum
above specified.
* Provision is made for the making-up of any deficiency on the dividend for
the preceding year.