Company meetings are key to the decision-making process of a company. Management, Board, Committee(s) and General Meetings are avenues through which a company deliberates and makes decisions bordering on its management, control and administration. Thus, it is imperative that these meetings are convened in line with the protocols and procedures stipulated in the relevant statutes; mainly the Companies and Allied Matters Act 2004 (“CAMA” or the “Act”), applicable rules, regulations and/ or guidelines depending on the industry where a particular business/company operates.
All corporate entities in Nigeria (companies, business names, incorporated trustees, partnership), are primarily governed by CAMA, however, the focus of our discourse are the limited liability companies be it public or private. CAMA expressly provides for the elements of a valid meeting, which includes the issuance or circulation of meeting notices that clearly state the date, time, venue and agenda of the meeting. Even though these statutory provisions have served the corporate world in Nigeria for close to three (3) decades, the events of the past few months have put to question the sufficiency of these legal procedures, especially now that companies may be unable to convene a physical meeting due to circumstances beyond their control.
The outbreak of Covid-19, presents one of such situations which has prompted the government (at all levels) to pronounce and implement policies such as the lockdown orders, social distancing, and travel restrictions to curb the spread of the disease. In response to this emergency, employees of some companies are forced to work remotely and as such; companies have had to put to test their business continuity plans to ensure that there is minimal disruption in their services and engagement with their stakeholders. This approach (“work from home”), is a paradigm shift in the Nigerian work culture where company executives are used to travelling across borders to attend business meetings and other statutory meetings such as Board Meetings and Annual General Meetings (AGM).
Regulators, such as the Nigerian Stock Exchange (NSE) have acknowledged the challenges posed by the Pandemic on corporate gatherings and meetings of all kinds and have recognized the need to adapt to our present-day business realities. On April 15th 2020, the NSE released its “Guidance on Companies Virtual Meetings”.
This article aims to provide an overview of key points to consider in convening a virtual corporate meeting as provided in the NSE Guidance notes amongst others…
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