The control over the Bermuda-domiciled trading conglomerate Jardine's will remain in the hands of the Scottish family who have run it for more than 100 years.

Shareholders rejected a hostile bid for the second year running to wrestle the power of the multi-billion pound empire Jardine's from the Keswick family.

In a confrontational annual general meeting, representatives of the rogue shareholders did battle with the most senior members of the Keswick family for more than two hours.

The family dynasty has run the business for 125 years and currently has direct descendants in the post of chairman and managing director as well as on the board of directors.

Yesterday at the annual general meeting of Jardine Matheson and Jardine Strategic in the Bermuda Underwater Exploration Institute, proposals were tabled which could remove the family and their allies from the board of directors and lessen their grip over the companies.

The vote came after a US-based investment fund management firm pushed its way in and alleged conflicts of interest on the close-knit board.

San Diego-based Brandes Capital Partners, which has control over ten percent of the total shares, said yesterday it would be in the shareholder's interest to wrest control from the Keswick family.

Brandes say they opposed a cross-shareholding arrangement which allowed the Keswicks and their allies to appoint most directors on the boards of its companies.

The company is 50 percent owned by Jardine Strategic Holdings, which in turn is 74 percent owned by Jardine Matheson. Including shares owned by the controlling Keswick family, the Jardine Matheson board had an automatic majority. But yesterday the old guard resoundingly won the vote and the family remained in control.

The vote went 87 percent to 13 in favour of the status quo, compared to last year when it went 75 percent to 25 percent.

But attorney Peter Fraser, a shareholder for Brandes, said the results of this year and last overall were "broadly similar'' as the number of shareholders who voted for their four motions was the same. The difference, he said, was that both Jardine companies had bought up more shares in the other's company, twisting the results.

Battle for control over A spokesman for Jardine Matheson said after the meeting: "We are pleased with the results.

"Defeating Brandes is a big step for the shareholders.'' Managing director Percy Weatherall said: "Shareholders have again rejected resolutions which sought to undermine the stability of the group and which the board believed were not in the best interests of shareholders.

"We shall continue to focus our efforts on creating value for all our shareholders through the development of our excellent portfolio of business.'' But Brandes' partner Brent Woods said: "Although the resolutions were defeated, they were supported by shareholders representing over 66 million shares.

"Excluding the 323 million cross-holding shares, which were voted by Jardine Strategic against each Brandes proposal, the resolution received the support of over 37 percent of the votes.

"If the results are further adjusted to remove votes cast by the 1947 Trust (a Keswick family trust) and the shares held in a trust pursuant to the company's senior executive incentive share scheme (both of which are under the de facto control of the directors), the resolutions received the support of over 51 percent of the votes.'' He added: "For the second consecutive year, shareholders have strong support for elimination of the cross-holding structure and improvement in the company's corporate governance practices and for the second year running the directors of Jardine Matheson and Jardine Strategic have thwarted shareholders efforts through use of the cross-holding and trusts which, though under the apparent control of the directors, properly appear to be assets belonging to all shareholders.

"If the cross-holding had been voted in favour of the resolutions, each of them would have received support from over 77 percent of the shares voted and would have passed.'' Mr. Woods, a partner in Brandes, said the arrangement created conflicts of interest in the management of the organisations.

But Jardines has defended the cross shareholding agreement saying it creates a stable environment.

Earlier during the meeting Mr. Woods outlined his four proposals for change for the company.

Brandes had proposed that Jardine Matheson privatise Jardine Strategic through a tender offer at $4.25 to $5.25 per share.

The fund management firm also sought a relisting of Jardine Matheson shares in its home market of Hong Kong, after a seven year absence.

The group's shares are listed in Singapore and London.

Brandes argued that the cross-shareholding structure, which makes Jardine Matheson immune to hostile takeover attempts, keeps the company's shares chronically undervalued.

In the arguments during the meeting, Mr. Woods said: "We believe the board's excessive focus on control issues is destructive of long-term shareholder value.

"A recent quote in the South China Morning Post (Hong Kong's main English-speaking paper) put it this way: "In the short term the Keswicks will be able to maintain their control, inheritances and directorships and all of that, but over the long-term they are losing out on being able to build up their wealth and capital by increasing the value of their shares.

"It is our firmly held view that the current structure is not in our (the shareholders) interests -- in fact, we believe it is not in the Keswick family's interest either, particularly the portion of the family unable to participate in the remuneration, 1947 Trust distributions and options available to those holding management positions.'' Jardine Matheson management argue that the structure provides stability that allows it to grow its businesses in Asia, a region marked by volatility.

Chairman Henry Keswick said it allowed Jardine Matheson to earn 19.67 percent total shareholder return in the past three years, better than most other Asian conglomerates, but below the 26.23 percent returned earned by Li Ka-shing's Hutchison Whampoa Ltd. and the 21.42 percent earned by Cheung Kong (Holdings) Ltd.

Jardine Matheson groups seven core businesses focused primarily on the Asia-Pacific region.

Employing some 150,000 people, its activities include property, hotels, supermarkets, consumer marketing, engineering and construction, insurance broking and motor trading.