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Eastern Province Administration Ltd

Minutes of a Meeting of the Directors of Eastern Provinces Administration Ltd, held on Saturday, April 25th, 1942, at the Head Office of the Company, Room 917 The Royal Bank Building, 360 St. James Street West, Montreal, at the hour of 1 P.M.
Present: the following Directors:
Georges F. Doriot, B. E. Jackman, J. Colin Kemp, W. H. McLean, John Paterson, L. V. Randall
being all the Directors of the Company.
Also present:
J. C. Kaufmann, Treasurer of the Company.
Further present:
A. H. Mathieu, G. G. Beckett, G. M. Hawthorn
who had been invited to attend the Meeting as representatives of the Custodian.
Mr. Doriot acted as Chairman and Mr. Kaufmann as Secretary of the Meeting.

Mr. Mathieu stated that he, Mr. Beckett and Mr. Hawthorn were present as observers and that it was the intention of the Custodian to interfere as little as possible with the Company's present set-up and affairs, that, however the Company's assets which on the whole belong to residents of proscribed territory, were under the control of the Custodian who has responsibility as their trustee and therefore intended to exercise control over the funds administered by the Company. Mr. Mathieu further stated that the Meeting should proceed normally and that he would possibly make some observations whenever it was required or at the end of the Meeting.
Mr. Randall, speaking for the Canadian Directors, mentioned that the Canadian Directors had asked the President to call this Meeting in order to come to an agreement on the different questions pending since the last Meeting on April 30th, 1941.
The President then asked the Secretary to read the Minutes of the last Directors' Meeting held on April 30th, 1941 and the Minutes of a Directors' Meeting held on February 13th, 1941 which had not yet been read to all of the Directors. After some changes in the wording, the Minutes of the Meetings of February 13th, 1941 and April 30th, 1941 were, upon motion duly made and seconded, unanimously approved.
Mr. Randall explained the situation with regard to the transfer of the assets from Imafiza to Fininvest and from Fininvest to The Boston Corporation and suggested that Eastern Provinces Administration Ltd., write a letter to Fininvest explaining the situation. Mr. Mathieu stated that the Custodian had not recognized the transfer from Imafiza to Fininvest and from Fininvest to The Boston Corporation so that for his purposes Eastern Provinces Administration Ltd., to-day continues to administer the accounts for Imafiza and under the arrangements with that Company. It was agreed that Mr. Randall would submit to the President a draft of a letter from Eastern Provinces Administration Ltd., to Fininvest, explaining this situation.
The President suggested, and it was agreed upon, that no letters or other communications from clients should be answered before the Montreal office has got in touch with him and that the American and Canadian Directors and Officers should keep each other closely posted on all communications and information received from or about clients. Mr. Mathieu and Mr. Beckett both pointed out that the Canadian Custodian also should be kept closely informed of all developments with regard to the Company's accounts and clients. Mr. Mathieu also mentioned that he understood that Mr. Doriot was in possession of certain information with regard to the beneficial owners of certain of the accounts and he felt that all such information should be made available to the Canadian Custodian who would treat it as strictly confidential. Mr. Doriot agreed to give this information to the Canadian Custodian and mentioned that he had given the same information to the Board of Economic Warfare, in Washington.
The President explained previous resolutions with regard to the investment policy of the Company and, upon motion duly made by Mr. W. H. Mc Lean and seconded by Mr. John Paterson, it was unanimously resolved that;
Whereas it is the belief of the Board of Directors that the primary responsibility of Eastern Provinces Administration Ltd., is now one of custody and safekeeping;
It is the policy of the Board that cash should not be invested and not be disposed of in any way and that there should be no changes made in the investments except for the capital account of Eastern Provinces Administration Ltd., and in special cases including accounts whose principals are personally known and whore there is full release by the principal and further in all cases subject to a Resolution of the Board of Directors, it being understood that all actions or recommandations are now subject to the Custodian's approval.
Mr. Randall pointed out that the release by the principal in many cases is automatically provided for through the fact that the letters of indemnity do not bear a date and will be dated as of the day on which a client will have identified himself and will begin to give instructions to the Company and will have opened an account in his own name in the Company's books so that the Company, is covered against all claims resulting from actions taken prior to that date.
Mr. Mathieu pointed out that the establishment of full control by the Canadian Custodian involves transfer to Canada of the cash and securities deposited in other countries and furthermore mentioned that the Canadian Custodian in principle does not object to the release of assets under certain conditions or of income in cases where the ultimate beneficiaries comply with the Custodian's regulations of January 13th, 1941, but that each special case has to be submitted to the Custodian for approval.
The question of the payment of overdue administration and Directors' fees for 1940 as authorized at the Directors' Meeting of February 13th, 1941 was then discussed and, upon motion duly made by Mr. W.H. McLean and seconded by Mr. J. Colin Kemp, it was unanimously resolved:
That the proper Officers be authorized to petition the Custodian for authority to make the payment of these fees.
The management fees and Directors' and Officers' fees and expenses for 1941 and 1942 were discussed and Mr. Mathieu pointed out that the Custodian is interested in this question as he considers himself responsible that expenses and fees paid are fair and equitable and do not represent too high a charge to the beneficial owners. It was decided that Mr. Randall should discuss this question with Mr. Hawthorn and with the Directors and then should prepare a budget to be submitted, after approval by the Board of Directors, to the adjourned Annual General Meeting of April 30th, 1941.
Upon motion duly made by Mr. W. H. McLean and seconded by Mr. L. V. Randall, it was decided to hold the Annual Meeting for the fiscal year ending December 31st, 1941, immediately following this Meeting.
Mr. Randall asked Mr. Mathieu whether the Directors and Officers of the Company could be held responsible by the beneficial owners or any third parties for actions taken upon instructions from the Custodian and Mr. Mathieu explained that the Custodian fully covers the Directors and Officers of a Company against all possible claims whenever they have acted upon his instructions and with his approval.
Mr. Mathieu stated that the Custodian would be willing to hold the adjourned Shareholders' Meeting as quickly as possible and it was resolved that Mr. Randall together with Mr. Hawthorn will make preparations for the Meeting immediately after the books of the Company have been released.
There being no further business, the Meeting was then terminated.