Minutes of Directors' Meetings Dates: 9th May 1951 - 7th December 1961 Note 1: Company minutes are typed with financial statements regularly inserted into the file. Note 2: Of potential interest for researchers, in the mid-1950s much debate in the company's minutes was centred on making a loan in pound sterling to the company's Chilean subsidiary, and whether approval from the bank of England would be granted as well as managing peso and sterling exchange risk. This was a period when the United Kingdom and much of the global economy had capital controls and the minute book gives a case study of how a transnational company operated under this regulatory regime. Chilean capital control laws are also discussed. Note 3: During this period the 1960 Valdivia Earthquake occurred, the most powerful earthquake to be ever recorded, this had a significant impact on Chile and the company's Chilean operations. Matters Discussed include: Accounts - auditing, year-end review for each year Acting Chairman - Lord Forres Anglo-Chilean Society - company annual membership Annual General Meeting - determination of Chairman's statement for each yearly meeting, resolutions for each yearly meeting, copy of Chairman's statement included for 1960 and 1961 AGM (1960 Chairman's statement about response to Chilean earthquake). Appointment of Director W.H. Williamson Auditor's Report Balfour Williamson & Co. Ltd. - company maintains deposit account, renewal of dollar loan, secretarial fee Bank Facilities - approval for financing of Chilean subsidiaries by Bank of England, renewal of Chilean subsidiaries' loans Bank of London & South America Ltd. - fee for maintain Balfour Williamson & Co. Ltd. accounts, renewal of company credit line Bunge & Born Ltd - Argentine Cereal Company/ Business Partner with Santa Rosa Company Capital Repayment - repaying shareholders after Peruvian asset sale Capitalization of Southern Mills - achieved via issue of shares Changes on boards of Chilean Companies - retirements and appointments, agreed with Balfour, Williamson & Co Chilean Competitors - Soc. Molinera y Comercial "Koster" S.A. Charroterier Limited - possible investment Cia Molinera San Cristobal - Chilean Flour Company - Business Partner - change in managerial positions Cia Molinera San Cristobal - New Share Issue - Santa Rosa Mill unable to pay for its proportion of shares, Williamson Balfour Company agrees to cover cost Cia Molinera San Cristobal - Request for Capital from Santa Rosa Milling Company - subject to Bank of England approval, later granted, later board given reports on company's annual general meeting, further capital increase, bonus issue of shares, yearly profitability, long-term financial prospects, Price Waterhouse, Peat assessment, joint investment with Balfour, Williamson & Co. Cia Molinera Santa Rosa (C.M.S.R.) - Legal Registration of Company in Chile - proposed increase in company's capital, increase in credit limit Circular to Shareholders Companies Act of 1948 - Impact on company Concepcion Mill Stoppage due to fire C.H. Vasey - appointment as Technical Advisor, remuneration, visit to London, further advice on equipment modernisation Chucuito Property - sale Concepcion Mill - Insurance, Power Plant, Wheat Capacity, conversion to Chilean Company discussion Correspondence - list of all correspondence between meetings from Valparaiso, Santiago, Lima, Concepcion Mill, Osorno Mill, San Cristobal Mill Dollar Securities - Santa Rosa Milling Company dollar denominated corporate debt, later repayment of loan Director's end of year Report and Accouts Director's Pensions Director's Qualification Shares - share ownership requirements for directors Dividend - share (both preference and ordinary) dividend awarded due to company profitability Earthquake - copy of chairman's letter in immediate aftermath, effect on company employees, lack of insurance on Osorno Mill, financial losses, damage to mills, chairman's visit, emergency loan to mills for recovery/re-equipment, further loan for Osorno Mill, assessment of recovery/repairs from earthquake damage Edward Cooper - death, director for Cia Molinera Santa Rosa in Chile Edward Holland-Martin - appointment as director Election of Director J.S. Dent Exchange Regulations - managing sterling loan conversion to pesos Extraordinary General Meeting - discussion of sale of Peruvian assets, printed resolution document attached in minute book, determination of how to proceed with proceeds from sale and associated reduction in company capital F.J. Milne - death, former Peru mill manager, brother H.P.M. Milne Fideo Selecta - investment made by Cia Molinera San Cristobal, modern machinery installations Finance - Concepcion and Osorno mills, received loan from Bank of London & South America, financial needs of Chilean subsidiaries Finance Bill - change in corporation tax Financial Requirements for Chilean Mills - temporary loans made to Chilean Subsidiaries, further financing from London office Finance Statement - balance of accounts at mills against financial obligations, income tax, interest & repaymeny on loans, opening/managing deposit accounts Forsyte, Kerman & Philips - solicitors G.C. Cooper - leave of absence as company director, reporting back to board after visit to Chilean mills: financing of Chilean subsidiaries by local farmers & risks of sterling pound/ Chilean peso currency exchange, advice on Chilean currency control laws G. Hodgson - appointment as director of C.M.S.R. Chile Guillermo Condon - death, Vice-President of Cia Molinera San Cristobal Harinas Del Ecuador C.A. - possible financial interest company might acquire, lending money to Soc. Com. Anglo-Ecuatoriana Ltda. to make investment, challenges in making investment Half-Yearly Results - results of the company in first six months, for each year Henry Simons Ltd. - mill machinery manufacturer, machinery modernisation, earthquake recovery H.P. M. Milne - Company Director's leave of absence, appointment as chairman, illness/leave of absence, resignation as chairman, reappointment as director, visit to Chile, report to board after visit to Chile I. McDowall - Manager of Osorno Mill: reporting on business in Chile Inaco - wheat supplier, payment Investments - consideration how to invest proceeds from Peruvian asset sale, possible investment in Chilean companies, government securities J. Barnett - Assistant Manger of San Cristobal, report J. Gibb - visit of Chile, after earthquake J.A. Henderson - resignation as director due to ill health J.S. Dent - acting chairman, appointment as chair K. Milne - son of H.P.M. Milne, appointment as commercial manager in Concepcion K.V. Everard - commercial manager of C.S.M.R. at Concepcion, views of Southern Chilean mills, retirement, pension increase after 35 years' service, replacement Law 9839 - Chilean law on currency controls Leave of Absence - J.A. Henderson to visit company mills in South America Lord Forres - motorcycle accident, later death Managers Participation - profit sharing after consideration of Chilean "Additional" tax Milne & Co. S.A. - commissions as sale's agent Mill Plant & Equipment - need for equipment modernization, financing, installation of Plansifters at Osorno Mill, modernization of Osorno & Callao mill Milling Association - report on milling Milling results - profits from Concepcion and Osorno Mills Monopolies Comission - Chile National Milling Company Ltd. - consideration of investment in company New Flour Mill - proposed new mills, require Ministry of Economy approval (economy), Milling Association advice Ordinary Shares Certificates - issuing new shares P. Fontaine - Mill Manager at Osorno Mill, report to board of recovery after earthquake, general report of the Mill Petition to the Court for Confirmation of the Reduction of Capital - after sale of Peruvian assets, later confirmed Port Sudan Mill - consideration of purchase of stake in Port Sudan Mill, seek advice from Lazards Power of Attorney - transfer to Gabriel Vial Palma & Alfonso Palma Vial (in Chile), later transferred to James Horn Inches Watt Page. Transferred back to Alfonso Palma Vial. Preference Dividend - dividend paid on preference shares, buyback of shares after sale of Peruvian assets Production - see attached statement of statistics in minute book, for production statistics from Chilean mills Proposed Management Agreement - between Santa Rosa Milling Company, its subsidiaries and Williamson, Balfour & Co S.A. R.T. Mackenzie - chairman of Chilean subsidiary, financing of Chilean mills Rea Brothers Ltd. - shareholders in Santa Rosa Milling Company, request by Walter H. Salomon (chair of Rea Brothers) for meeting with company directors Remittance from Chile - Bank of England permission to convert pesos to sterling, remittance of dividends from Chilean assets Remittance to Chile - financing subsidiaries in Chile, Bank of England approval to "export" pound sterling Revaluation of Fixed Assets and Increase of Capital pf Chilean Mills - undervaluation, machinery upgrade, financing Rice Milling in Concepcion Rioting in Chile Sale of companies Peruvian assets to Bunge & Born Ltd Sealing Committee - established with H.P.M. Milne and G.C. Cooper Share Certificates of Chilean Companies - fees from Bank of London & South America Ltd. Soc. Molinera de Osorno - Chilean registered company operating Osorno Mill, increase in credit limit, earthquake insurance for Chilean mill, loss of profits Staff changes at Chilean subsidiaries Statistics - data for all purchases, production and sales for each of the company's mills (Printed) Sydney Smith - Managing Director, Cia Molinera San Cristobal, visit to England, retirement Temporary advance for Chilean Subsidiaries - managing sterling-peso exchange risk, finding lenders, loan made by Bank of London and South America Transfers - share transfers both ordinary and preference shares, closure of Transfer books after capital reduction United Dominions Trust Ltd. - company maintains a bank account Unnumbering of Shares - in accordance with Council of Stock Exchange regulations Vita-Ovo - company product Wheat Supplies - purchase at Osorno Mill, supplier Inaco Williamson-Balfour Company (subsidiary Balfour Williamson Company) - Scottish Shipping Company involved in founding of Santa Rosa Milling Company, shareholder in company William Simmons Ltd. - flour mill company, possible future investment W Langlands retirement W.J.M. Longmore - nomination as alternate director W.H. Williamson - appointment as chairman, leave of absence Attendees at meeting were: Lord Forres, Stephen Williamson: Chairman W.H. Williamson: Later Chairman H.P.M. Milne (acting Chairman, later chairman) J.S. Dent (acting Chairman) Charles C. Barrie Lt. Col. George C Cooper (acting chairman) William Ritchie Henderson J.A. Henderson Edward Holland-Martin Edgar Howe S.K.G Williamson W.J.M. Longmore Also Included are cuttings of reports on some of the Santa Rosa Company's Annual General Meeting of Company Shareholders: From City Press - 6th Nov 1953 - Santa Rosa Milling: Lord Forres on Chilean Exchange From City Press - 26th Nov 1954 - Santa Rosa Milling Company: Increased Income and Dividend From City Press - 4th Nov 1955 - Santa Rosa Milling Company: Record Results of Chilean Companies From City Press - 23rd Nov 1956 - Santa Rosa Milling Company: Exchange Reform in Chile 1951-1961