Many listed companies that hitherto planned their annual general meetings (AGMs) in the near future (this March and April) have either rescheduled or making new plans to reschedule for new dates, BusinessDay has learnt.
Their decisions are driven by the heightened risk of the Coronavirus pandemic and the effort being made to tackle the spread of the dreaded virus.
Greif Nigeria Plc, a company listed on the Nigerian Stock Exchange (NSE) has postponed its earlier scheduled Annual General Meeting (AGM). The company which has already announced a travel ban for all its employees, also advised that meetings with larger groups of participants (5+), external or internal, should be avoided and large gatherings discouraged.
“Greif is concerned with the safety and health of its employees, their families and the general public at large. As a result of this, the Company’s Annual General Meeting (AGM) which is scheduled to hold on Tuesday, March 31, 2020, has now been postponed by the Board of the Company and rescheduled the meeting to hold on Tuesday, June 23, 2020. Greif believes that the only way to truly reduce the spread of the virus is with social distancing for as long as possible until this recedes,” the company said in a recent notice to shareholders.
The Nigerian Stock Exchange (NSE) has advised all listed companies to strictly adhere to communications and advice from the health authorities at the Nigeria Centre for Disease Control (NCDC), World Health Organisation (WHO) and Lagos State and Federal Ministries of Health.
Another company, Notore Chemical Industries Plc notified the NSE, the shareholders, and investing public that its 6th annual general meeting scheduled to hold on Thursday, March 26 has been postponed until further notice.
“Being a responsible member of the global community, the safety and well-being of our shareholders, employees and other members of the public remains paramount,” said Notore adding that it closely follows the developments and guidelines with regards to Coronavirus.
Just like Greif and Notore, other companies who planned to hold their AGMs this March and April have intensified efforts to get new dates, sources close to this development told BusinessDay.
Already, the Exchange has drawn the attention of such listed companies that wish to postpone their AGMs or are yet to schedule their AGMs to Rule 19.4(d) on the Responsibility of the Directors/Trustees in Relation to General Meetings, Rulebook of The Exchange, 2015 (Issuers’ Rules).
The Rule provides that “if an Issuer fails to hold its annual general meeting within nine (9) months from the end of its financial year-end or within such extended period as may be approved by the Corporate Affairs Commission; the Issuer shall file a report with The Exchange within ten (10) business days of the end of the stipulated period explaining the reasons for their default, and they shall make an announcement in that regard in at least two (2) national daily newspapers within five (5) business days of receiving The Exchange’s approval to make the announcement”.
The NSE also referred companies to Section 213(1) of the Companies and Allied Matters Act, L.F.N 2004 (CAMA) which provides that “Every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.”
Considering the risk of Coronavirus pandemic, Nigerian listed companies are now trying to utilize the windows provided by the aforementioned stated rules as may be appropriate in planning their AGMs.
Other companies have also recourse to Section 213(1)(b) of CAMA which permits the Corporate Affairs Commission (CAC) to extend the time within which an AGM may be held by a period not exceeding three (3) months.
“The Exchange will engage other regulatory authorities in a bid to provide further guidance to listed companies in relation to steps to be taken in dealing with COVID-19”, according to Godstime Iwenekhai, Head, Listings Regulation Department, NSE in a recent statement.
