COVID-19: CAC Releases Guidelines for Holding AGMs by Proxies

Following the outbreak of Coronavirus, the Corporate Affairs Commission (CAC) has released guidelines to be used  by public companies  while holding  their  Annual General Meetings (AGM) using proxies.

The commission in the guideline released by the management and obtained by the News Agency of Nigeria (NAN) said  that companies could hold their  AGMs using proxies in view of the COVID-19.

“In view of the COVID-19 pandemic, companies can hold their Annual General Meetings ( AGMs)  by taking advantage of S.230 CAMA on the use of proxies.

“The following should guide the companies on the procedure and conduct of their AGMs:

“The approval of the Corporate Affairs Commission shall be obtained before such a meeting is held.

“The application can be submitted to the Head Office in Abuja or any of the branch offices of the CAC  in any of the states.”

It added: “CAC shall send representative(s) as observer(s) to the meeting.

“The meeting shall only discuss the Ordinary Business of an AGM as provided in S.214 CAMA.

“Notice of meeting and proxy form shall be sent to every member in accordance with the requirements of CAMA.

“Companies will be required to provide the CAC with the evidence of postage or delivery of such notices after the meeting.

“All the 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 commission noted that “the invitation shall be issued at the companies’ expense as well as the stamp duties which shall be prepaid by the company.”

It  also stated that the proxies needed not be members of the company.

“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 duly completed proxy form shall be counted as one,” it added.

NAN reports that few quoted companies listed on the Nigerian Stock Exchange had notified the market about the postponement of their AGMs due to the outbreak of COVID-19.

Some of  the firms that had postponed their AGMs are: UBA, Transcorp, Transcorp Hotels, United Capital, Africa Prudential and Notore.

NAN also reports that Guaranty Trust Bank ( GTB) is the only company that had announced plans to hold its AGM on March 30, by proxies.

(NAN)

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