The novel coronavirus 2019 (COVID-19) was declared a global pandemic by the World Health Organization on the 11th of March, 2020. This has taken its toll on various sectors of economies world over. The pandemic has forced world leaders to take decisions in regard to restricting movements within their jurisdictions so as to flatten the curve of the spread.
Nigeria has not been left out as the Federal Government took a decisive step to restrict movements in its Federal Capital Territory, Abuja and Lagos State, the commercial nerve center of the Country commencing from Monday, the 30th of March, 2020, leading other states of the Federation to take a cue.
This decision, though in the best interest of the Country at large considering the ravaging effect of the virus on developed countries, has brought in its wake, a paradigm shift in the modus operandi of conducting businesses in the country. One of the notable effects of this decision is on the conduct of the Annual General Meetings of Companies registered under the Companies and Allied Matters Act, Cap C20, LFN 2004.
On the 26th of March, 2020, the Corporate Affairs Commission (CAC) released the guidelines for the conduct of Annual General Meetings (AGM) of public liability companies (PLCs) sequel to the COVID-19 pandemic and the need for social distancing. The CAC advised that PLCs can hold AGMs by taking advantage of S.230 CAMA on the use of proxies.
Highlights of the guidelines are reproduced hereunder:
- The approval of the CAC shall be first sought and obtained before such a meeting is held. This application is to be sent via electronic mail to the Registrar General.
- The meeting shall only discuss the Ordinary Businesses of an AGM as provided in S.214, CAMA.
- The Notice of meeting and proxy forms shall be sent to EVERY member in accordance with the requirements of CAMA. Members shall be advised in the Notice that in view of the COVID-19 pandemic, attendance shall ONLY be by proxy with names and particulars of the proposed proxies listed for them to select therefrom.
- The company shall be guided by the provisions of its Articles or CAMA as regards to a quorum. However, for the purpose of determining quorum, each daily completed proxy form shall be counted as one.
- CAC shall send representative(s) as observer(s) to the meeting.
Following this directive from CAC, a number of PLCs have already been guided in the conduct of their AGMs.
GTBank PLC decided to go on with its earlier scheduled AGM on the 30th of March, 2020 after it had sought and obtained the approval of the CAC to hold the AGM with attendance via proxy. Other PLCs such as First Bank Nigeria Holdings PLC, First City Monument Bank Group PLC and United Bank for Africa PLC held their AGMs in similar manner on the and 27th, 28th and 29th of April, 2020 respectively.
Commendably, the Banks also ensured that these meetings were streamed live to encourage greater participation.
It may not be business as usual post COVID-19 for the conduct of AGMs generally. It is envisaged that if companies are able to successfully navigate the wave of these very strange times, then the conduct of AGMs might just have taken a new turn.
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