Victrice looked at Ambroisine, and "Madame Ambroisine and M. Victrice E. H. B. Ambroisine looked at Victrice. Neither are coming back from Brame-Faim with had the courage to speak. They al- their rent!" lowed it to be supposed that they had made a mistake, and that it was PierreEcrite they were looking for. The woman who was spinning seemed relieved, and said: "I was afraid at first that you were M. and Madame Peyrolles, because the place here belongs to them, and we owe them some money." Then she called to her husband: "You can show yourself, Frédéri. It is not what we feared!" Frédéri came down from the loft, followed by the children, whose timid eyes brightened. There was no wine, but he placed before the visitors milk, honey in the comb, walnuts, and apples. "It is all that we have here," he said, "the ground is so poor. Fortunately the new masters do not worry us to pay. If they did, we should have to put the key under the door. We have never seen these good people, but you must know them, as you are from the town?" Ambroisine and Victrice said they knew the Peyrolles a little. By this time the sun was getting low, and they felt that they must come to some decision. "Speak," whispered Madame Ambroi sine. From The Spectator. THE USES OF DIRECTORS. The examination of the Chartered Company's directors before the South African committee was very opportunely preceded by that of a solicitor of great experience in company matters before the House of Lords' Committee on the Companies Bill. The opinion of this expert may best be summed up in one of his own sentences. "I do not know," he said, "any large concern where the business could be carried on if every director attempted to make himself thoroughly cognizant of the business." This deliverance, coming from such a quarter, is startling enough at first sight, for the obvious inference seems to be that directors are a useless and unnecessary burden upon the revenues of the company, the interests of which they serve best by remaining as ignorant as possible of the business by which it subsists. Nevertheless it is evident that general supervision may be salutary where detailed interference "No, speak yourself!” said M. Victrice. would be fatal, and though the evidence Neither of them spoke. When Madame Ambroisine was seated again upon the donkey, the tenant's wife said to her: "Perhaps you would not mind doing us a little kindness on your return to the town? It is to carry this from us to that excellent gentleman and that good Madame Peyrolles." While speaking she held out, with a string already round its legs, a great cock-a lean and sinewy bird that protested loudly against this treatment. The fowl was fastened to the packsaddle, and that evening when the two old people made their re-appearance at Canteperdrix, those who were outside the doors said, with just a suspicion of envy: given to the House of Lords' Committee raised a very interesting question by pointing to the inherent weakness for some sorts of enterprise of the joint stock system, it did not justify the assumption that directors should be abolished altogether. Walter Bagehot, dealing in his work on "Lombard Street," with the greatest and most important joint-stock company in the world, the Bank of England, points out that its "government is composed of men with a high average of general good sense, with an excellent knowledge of business in general, but without any special knowledge of the particular business in which they are engaged. Ordinarily, in joint-stock banks and companies this deficiency is cured by tional checks. The weakness of jointthe selection of a manager of the com- stock corporations, as compared with pany, who has been specially trained private firms, lies in the fact that the to that particular trade, and who en- manager, who is necessarily a salaried gages to devote all his experience and official, has not the same keen personal all his ability to the affairs of the com- interest in the progress of the concern pany. The directors, and often a select that is felt by the private proprietor committee of them more especially, fighting for his own hand. This weakconsult with the manager, and after ness is only emphasized when the dihearing what he has to say, decide on rectors consider that they know as the affairs of the company." In the much about the business as the mancase of the Bank of England, however, ager, and that instead of consulting the two weak points upon which Bage- him at every point, they can best show hot laid most stress were the facts that their utility and enthusiasm by striking the governor and deputy-governor, who out a line of their own and interfering form the chief executive power, change with the details of the management. every two years, and that though The ideal board of directors is one "under this shifting chief executive which regards itself merely as a subthere are indeed very valuable heads of committee of the shareholders apdepartments . . . these officers are es- pointed to give up some portion of their sentially subordinate; no one of them is time to the supervision of the business, like the general manager of an ordi- and report to the rest of the proprietors nary bank,—the head of all action. The from time to time as to its progress. perpetually present executive-the gov- It thus follows that the success or failernor and deputy-governor-make it im- ure of joint-stock concerns depends alpossible that any subordinate should most entirely on the selection of the have that position. A really able and manager, and we have no doubt that if active-minded governor, being required the apparently inexplicable fluctuato sit all day in the bank, in fact does, tions in the fortunes of many comand can hardly help doing, its principal panies were carefully examined, it business." Here we find Bagehot ex- would be found that the efficiency, or posing, as a weak point in the constitu- otherwise, of the chief salaried official tion of the bank, the very thing that was at the root of the matter. There the House of Lords' Committee desired is, however, one obvious point at which to insist on in laying down the duties the interest of the manager conflicts to of directors. By stipulating for "dili- a certain extent with that of the progence" and "reasonable care"-both prietors. Expenses of administration very vague and indefinable qualifica--the salaries of himself and his subtions on the part of directors they terded to substitute for "the high average of general good sense," which is the real essential, the desire to manage the business for themselves instead of consulting with the manager. Such a system, condemned nearly a quarter of a century ago by Bagehot in the case of the bank, is now protested against still more strongly by an experienced company solicitor, on the ground that directors would thus "cease to be directors," and that no large concern could be carried on on such terms. It is obvious that all enterprises, large small, are best conducted by a despot, qualified by the necessary constitu or ordinates, the comfort and convenience of the office which they use, and similar matters-are affairs in which the manager might naturally, and even rightly, consider himself and his staff as entitled to more consideration than the shareholders; and it is here that directorial supervision is occasionally required. Other less legitimate crannies for leakage require sterner watchfulness. Ugly stories are heard sometimes, for example, of mining companies being equipped with magnificent machinery which their output is quite inadequate to keep employed, the handsome commission given by the makers to the company's officers being the cause of this unwarranted extravagance. The shareholders can only look to the directors to prevent such frauds; but unfortunately, if half of what rumor says is correct, it is too often the fact that the board shares the plunder. It may be contended that if the utility of directors is confined to so narrow a field, most companies are provided with too many of them. This we believe to be true to a great extent, though in some cases they are also useful as a sort of high-class canvassers. The great competing railways, for instance, find it expedient to have on their boards a large number of the chief merchants and producers of the districts that they serve in order to secure their custom, and that of others whom their influence may attract. In the case of banks and insurance companies, again, which trade on public confidence, names wellknown as "sound" in the world of finance are a very valuable asset, and a goodly array of them in the list of directors is practically essential. And all new companies that appeal for subscriptions must strive to show good names on their prospectuses. Unfortunately, the general mass of investors-"the flock that's sheared, but not discriminates," if we may parody Mr. Quiller-Couch's parody-does not know a good name from a bad, and is induced by natural human snobbery to consider a name with a "handle" to it as an allurement. We should have fain believed that this superstition was dying a natural death, but an amusing case recently reported snows that there is now an organized market in titled directors. The plaintiff's case was that he had been promised £500 in cash and five founders' shares for the production of three directors any of whom the defendant, who was bringing out a company, should consider eligible. It appears from the Daily News' report that he "professed his ability to obtain the consent of distinguished gentlemen to act as directors, he being a member of a select club in the West End." He fulfilled his boast and produced a belted earl, who was willing to take a seat on the board. Unfortunately, the nobleman was a little late in sending in his written consent, so that the board was formed without him and the defendant refused to pay the £500 promised. Mr. Justice Day confessed that he "did not understand this buying and selling of peers or of anybody else. It appeared, however, to be a practice, and the plaintiff having completed his part of the bargain, was entitled to payment. Judgment for plaintiff for £500, with costs." An appeal to the "Directory of Directors" reveals the fact that the said earl is already on the board of three companies, and we are tempted to wonder whether his name and influence can, or can not, have been secured for them by the same sort of agency. This, however, is merely a side-light on the uses of directors; but when the curtain of mystery that usually screens the machinery of company promotion is thus accidentally raised, it must be admitted that the secrets exposed donnent furieusement à penser. A Model of the Thames.-The popular attraction at the fisheries and yachting exhibition at the Imperial Institute, will certainly be the exceedingly clever model of Father Thames. The spectator will be able to view our famous river from its very source in the Cotswold Hills down to the Nore. Every three minutes, by an ingenious arrangement, the tide will ebb and flow, and flow and ebb. From fifty little springs the clear water will sprout up from the bowels of the earth, away in the Cotswold and Chiltern valleys; from a dozen tributaries such as the Thame and the Churn it will meander gracefully down into Isis, into Thames and Isis, and. finally, into Father Thames himself. In its unfinished state the fifty or sixty taps which run along the sides of hill and dale are also revealed with all their brazen faces. PUBLISHED EVERY SATURDAY BY THE LIVING AGE COMPANY, BOSTON. FOR SIX DOLLARS remitted directly to the Publishers, THE LIVING AGE will be punctually forwarded for a year, free of postage. Remittances should be made by bank draft or check, or by post-office money order, if possible. If neither of these can be procured, the money should be sent in a registered letter. All postmasters are obliged to register letters when requested to do so. Drafts, checks, and money-orders should be made payable to the order of THE LIVING AGE CO. Single copies of THE LIVING AGE, 15 cents. MIDSUMMER NIGHT. FOLK SONGS. Mother of balms and soothings manifold. Our lives are tunes by untaught voices Quiet-breathed night, whose brooding hours are seven, As we go down forgetfully to our rest, Weary of daytime, tired of noise and light, Ah, it was time that thou should'st come, for we sung In widest range. Some breathe but few And thenceforth silence; some a minor From lips are grievous dirges By valiant knights loud trumpet-blasts While gay hearts trip to dancing jigs at are flung; ease. Strange hands oft add what harmony they please, Roaming the wide world's ivory keys among. Yon cantus haply with full chords is set: Through this the florid counterpoint flits fast. and fret, Were sore athirst and had great need of And here, 'mid changeful notes that throb thee, Thou sweet physician, balmy-bosomed One deep-toned chime of pain's recurrent Night. ARCHIBALD LAMPMAN. cast, If grief's our figured bass, let none re- ALDEBURG. Once more I watch the pale and writhing lips THE PHOENIX. Of this old sea that gnaws around the By feathers green, across Casbeen, The fishermen are gone, and fled the ships: Round dying day no stars attendant Far o'er the foam the floating beacon dips. When last I wandered here in childhood's hour, And jewelled plumes at random thrown. Till wandering far, by moon and star, Th' impulsive bird forgets his sire. Those ashes shine like ruby wine, The sky was blue, the waves were all The claw, the jowl of the flying fowl |