The Securities and Exchange Commission (SEC) has ordered NEM Insurance Plc (NEM) to reconvene the 48th Annual General Meeting of the company held in Ibadan on June 20, 2018. This directive followed a thorough investigation by the commission due to complaints received from the aggrieved shareholders of the insurance company.
The outcome of the investigation carried out by the enforcement department of the commission revealed the followings:
- NEM Insurance Plc failed to give the required twenty-one (21) days’ notice to its shareholders for the 48th Annual General Meeting held in Ibadan on June 20, 2018.
- NEM Insurance Plc instructed Apel Capital Registrars Limited on June 8, 2018 to dispatch the notice of the 48th Annual General Meeting of June 20, 2018.
- Apel Capital Registrars Limited on June 12, 2018 engaged and used a company, Hurricane Express Services Limited, not in the list of Licensed Courier Companies in Nigeria to dispatch the notice of the meeting to some of the shareholders in Lagos only.
- The action of NEM Insurance Plc contravenes Sections 217 and 220(1) of Companies and Allied Matters Act, 2004 and Section 24 of the SEC’s Code of Corporate Governance for Public Companies 2013
SEC Nigeria has resolved not to recognize the earlier organised 48th Annual General Meeting of NEM Insurance Plc alongside the resolutions reached at the said meeting.
The commission, therefore, expects NEM Insurance Plc to give requisite notice to all shareholders in accordance with the provisions of Companies and Allied Matters Act (CAMA) and the SEC’s Code of Corporate Governance for Public Companies 2013 while its decision on the AGM has also been communicated to the Corporate Affairs Commission (CAC).
The CAC is expected to invalidate the meeting as a result of the contravention of the provisions of Companies and Allied Matters Act 2004.