A Case for the Adoption of Virtual Annual General Meetings by Public Companies in Nigeria Post the COVID-19 Pandemic

Authors

DOI:

https://doi.org/10.26512/lstr.v16i1.48758

Keywords:

Corporate Governance. Annual General Meeting. Virtual Annual General Meeting. Public Companies. COVID-19 Pandemic. Nigerian Company Regulations.

Abstract

[Purpose] The aim of the article is to make a case for Nigerian public companies to hold their annual general meetings (AGMs) on virtual platforms following the experiences during the Coronavirus Disease (COVID-19) pandemic and the physical and social distancing measures it occasioned.

[Methodology/Approach/Design] The article followed a structured review of the extant companies’ regulation in Nigeria, particularly the Companies and Allied Matters Act, 2020 (CAMA 2020) drawing from the position of the law in other countries, both developing and developed countries.

[Findings] It finds that prior to and during the COVID-19 pandemic, Nigerian company regulations made clear provisions for private companies to hold general meetings online but the provisions of the regulations were inadequate to support Nigerian public companies holding their AGMs on virtual platforms.

[Practical Implications] The implication was that until recently, Nigeria public companies could only hold their AGMs physically. The Business Facilitation (Miscellaneous Provisions) Act, 2022 however amended (CAMA 2020) to provide for public companies to hold their general meeting on virtual platforms when necessary such as was the case during the COVID-19 pandemic.

[Originality/Value] Given the importance and primacy of the general meeting in corporate governance, the availability of suitable information communication technology and the need for public companies to hold their AGMs even under pandemic situation, there is a need for public companies to take advantage of the recent change in the law and hold their general meetings on virtual platforms whenever the need arises.

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Author Biographies

Iguwo Kanayo Ukwu, University of Nigeria

Doctoral researcher, Department of Commercial and Corporate Law, Faculty of Law, University of Nigeria, Enugu State, Nigeria

Festus Okechukwu Ukwueze, Faculty of Law, University of Nigeria

Full Doctor in Law and Professor at the Department of Commercial and Corporate Law, Faculty of Law, University of Nigeria. E-mail: festus.ukwueze@unn.edu.ng.

References

ABUGU, J. E. (2011) Directors’ Duties and the Frontiers of Corporate Governance. International Company and Commercial Law Review, v. 22, p. 322-340.

ANYAMELE, O. E.; OKUNRINBOYE, O. & ODUKOYA, A. (2020) Impact of COVID-19 on Board and General Meetings of Companies in Nigeria. Retrieved from: http://www.ajumogobiaokeke.com/wp-content/uploads.

AYEKU, B. (2020). How to Manage the Unintended Consequences of the Guidelines Issued by the CAC on Holding of AGMs of Plcs Using Proxies. Retrieved from: https://icsan.org/guide-lines-issued-by-cac.

BREWER, K. (2022). 7 Principles for Better Annual General Meetings, Financial Management. Retrieved from: https://www.fm-magazine.com/news.

CORPORATE AFFAIRS COMMISSION. (2020). Guidelines on Holding of Annual General Meetings (AGM) of Public Companies Using Proxies Retrieved from: https://www.cac.gov.ng/wp-content/uploads/2020/05/GUIDELINES-ON-HOLDING- OF-ANNUAL-GENERAL-MEETINGS.pdf.

CORPORATE AFFAIRS COMMISSION. (2022). Guidelines on Holding of Annual General Meetings (AGM) of Public Companies Using Proxies (2022). Retrieved from: https://www.cac.gov.ng/guidelines-on-holding-of-annual-general-meetings-agms-of-public-companies-using-proxies.

DATA REPORTAL. (2022). Digital 2022: Nigeria. Retrieved from: https://datareportal.com/reports./digital-2022-nigeria.

EQS GROUP. (2016). UK The UK’s First Electronic AGM: How Jimmy Choo Broke the Mold in 2016. Retrieved from: https://www.eqs.com/en-us/ir-knowledge/case-studies.

FEDERAL MINISTRY OF COMMUNICATIONS AND DIGITAL ECONOMY. (2020). Nigerian National Broadband Plan 2020-2025. Retrieved from: https://www.ncc.gov.ng/documents/880.

FINANCIAL REPORTING COUNCIL. (2022). Good Practice Guidance for Company Meetings. Retrieved from: https://www.frc.org.uk/getattachment/3501347c-2394-4ec4-94c8-9cd62b62d1fe.

FONTENOT, L. A. (2018). Public Company Virtual-Only Annual Meetings, Winter 2017-2018. The Business Lawyer, v. 73, n.1, p. 35-52.

FONTENOT, L. A.; BIVANS, R. & NIX, J. (2021). Public Company Virtual Annual Meetings: The 2020 Watershed and Path Forward. The Business Lawyer, v. 76, p. 927-943.

FORTUNE. (2022) Fortune 500. Retrieved from: https://fortune.com/fortune500.

FREEBURN, L. & RAMSAY, I. (2021). Virtual Shareholder Meetings in Australia. International Company and Commercial Law Review, v. 32 n. 2, p. 53-79.

JUST SHARE. (2020). Best Practices for South African Virtual Annual General Meetings. Retrieved from: https://justshare.org.za/wp-content/uploads/2020/05.

MAHMOUD, I. F. & ALAYA, Y. U. (2022). An Analysis of the Legal Provisions Regulating Virtual Annual General Meetings in Nigeria. International Journal of Law and Clinical Legal Education, v. 2, p. 32-38.

MCKINSEY AND COMPANY. (2022).COVID-19: Where We’ve Been, Where We Are, and Where We’re Going. Retrieved from: https://www.mckinsey.com/featured-insights/coronavirus-leading-through-the-crisis.

NILI, Y. & SHANER, M. W. (2022). Virtual Annual Meetings: A Path toward Shareholder Democracy and Stakeholder Engagement. Boston College Law Review, v. 63, n. 1, p. 123-198.

OBIENYI, C. (2020). Operators, Shareholders Kick against Virtual AGMs. The Sun. Retrieved from: https://sunnewsonline.com/operators-shareholders-kick-against-virtual-agms.

REGISTRAR GENERAL DEPARTMENT, GHANA. (2020). Guidelines on Holding of Virtual Annual General Meetings of Companies, Bulletin No. 1 of 2020. Retrieved from: https://rgd.gov.gh/docs.

THE CHARTERED GOVERNANCE INSTITUTE, UK AND IRELAND. (2022). Good Practice for Virtual Board and Committee Meetings. Retrieved from: https://www.cgi.org.uk/assets/files/pdfs/guidance/good-practice-for-virtual-board-and-committee-meetings.

TIJO, H.P.; LEE, W. & KOH, P. M. C. (2021). Law and Technology: Company Law, In: PHANG, A.; CHESTERMAN, S. & GOH, Y. (eds) Law and Technology, Academy Publishing.

UNITED BANK FOR AFRICA. (2023). PLC UBA holds 61st AGM. Retrieved from: https://www.ubagroup.com/uba-holds-61st-agm.

ZETZSCHE, D. A.; ANKER-SØRENSEN, L.; CONSIGLIO, R. & YEBOAH-SMITH, M. (2021). Enhancing Virtual Governance: Comparative Lessons from COVID-19 Company Laws. Journal of Corporate Law Studies, v. 22, n. 1, p. 115-150.

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Published

2024-05-11

How to Cite

UKWU, Iguwo; OKECHUKWU UKWUEZE, Festus. A Case for the Adoption of Virtual Annual General Meetings by Public Companies in Nigeria Post the COVID-19 Pandemic. Law, State and Telecommunications Review, [S. l.], v. 16, n. 1, p. 172–188, 2024. DOI: 10.26512/lstr.v16i1.48758. Disponível em: https://periodicos.unb.br/index.php/RDET/article/view/48758. Acesso em: 2 jul. 2024.