The Securities and Exchange Commission (SEC) has declared as invalid the Annual General Meeting (AGM) of Tourist Company of Nigeria (TCN) Plc, held on July 25, 2025, stating that the gathering was conducted in defiance of regulatory directives.
In a strongly worded statement titled “Corporate Governance Crises in the Tourist Company of Nigeria (TCN) Plc” and published on its official website on Monday, the Commission said the AGM convened by some majority shareholders was suspended ahead of time by the regulator and therefore lacks legitimacy.
“These developments include purportedly proceeding with an Annual General Meeting which was suspended by the Commission, and passing resolutions altering the Board composition by purportedly removing SEC-appointed members of the Board and the Board Secretary without recourse to the Commission,” the SEC said.
According to the Commission, the actions by the majority shareholders risk undermining recent regulatory interventions that had stabilised the company and restored value to its shares.
The SEC, citing its authority under the Investments and Securities Act, 2025, reaffirmed that it had earlier appointed two Interim Independent Directors to the TCN board to help safeguard the company’s future and protect minority shareholders who have no access to decision-making control.
“The recent steps taken by the majority shareholders are poised to thwart the gains already made by the said regulatory intervention,” the statement read.
The Commission emphasized that it does not recognise the July 25 AGM, describing it as a violation of standing regulatory orders and corporate governance rules. Consequently, all resolutions passed during the meeting—including efforts to alter the board composition—will be disregarded by the SEC until all outstanding issues are resolved.
“The Commission shall accordingly discountenance any resolution passed in the said meeting until all legacy issues are fully resolved,” it stated.
Furthermore, the SEC clarified that the TCN board structure remains unchanged, and the independent directors previously installed by the regulator will continue in office to ensure accountability, good governance, and protection of minority investor interests.
“The Commission remains a law-abiding agency and would accordingly use all legal machinery at its disposal to uphold its regulatory mandate of investor protection and ensure market discipline,” the statement added.
The SEC urged stakeholders, investors, and the general public to disregard the outcomes of the disputed AGM and remain guided by its official communications regarding TCN Plc’s corporate governance status.
