The Securities and Exchange Commission (SEC) has publicly denounced a purported Annual General Meeting (AGM) of Tourist Company of Nigeria Plc (TCN) held on July 25, 2025, declaring any resolutions passed at the meeting, including changes to the board of directors, null and void. The SEC asserts that the meeting was convened in direct violation of a prior suspension order issued by the Commission and undermines ongoing regulatory efforts to stabilize the company. This action by some majority shareholders disregarded the SEC’s authority and contravened existing laws governing such corporate proceedings.
The SEC’s intervention in TCN stems from its mandate under the Investments and Securities Act, 2025, to protect investor interests and maintain market integrity. Prior to the disputed AGM, the SEC had appointed two interim independent directors to TCN’s board to ensure the company’s viability and safeguard the interests of all shareholders, particularly minority shareholders who may lack the influence to directly impact company management. This intervention had reportedly brought stability to TCN and positively impacted its share value.
The majority shareholders’ actions in convening the unauthorized AGM directly countered the SEC’s regulatory efforts and threatened to destabilize the company. Their attempt to remove existing directors and appoint a new board was deemed a deliberate attempt to circumvent the SEC’s oversight and undermine the progress achieved through the appointment of the independent directors. The SEC emphasizes that its appointed directors remain on the board, ensuring good governance, protecting minority investors, and maintaining an orderly and fair market.
The SEC unequivocally stated that the TCN board remains as constituted before the disputed meeting, with the SEC-appointed independent directors continuing in their roles. This reinforces the Commission’s commitment to maintaining stability within the company and protecting the interests of all stakeholders. The SEC’s notice to the public serves as a clear warning that actions taken in defiance of its regulatory authority will not be recognized and will be met with decisive action.
The core of the SEC’s intervention in TCN is the protection of all shareholders, particularly minority investors, and the restoration of market confidence. The Commission highlights the positive impact of its earlier intervention, which had brought stability and improved share value, underscoring the importance of upholding its regulatory directives to maintain this progress. The unauthorized AGM directly jeopardized these gains and prompted the SEC’s strong response.
Under the authority of the Investments and Securities Act, 2025, the SEC is empowered to take all necessary legal measures to enforce its directives and ensure market integrity. This includes invalidating the resolutions passed at the unauthorized AGM and maintaining the pre-existing board structure, including the SEC-appointed independent directors. The Commission’s public notice serves as a firm declaration of its intent to uphold its regulatory authority and protect the interests of investors and the market as a whole. The SEC’s actions demonstrate its commitment to ensuring a fair and transparent market and safeguarding the rights of all stakeholders within the Nigerian capital market.
