July 6, 2020
EVALUATING THE LEGALITY OF VIRTUAL MEETINGS UNDER THE COMPANIES AND ALLIED MATTERS ACT OF NIGERIA
BY Akorede Folarin (Associate)
The movement restrictions and social distancing directives issued in many jurisdictions across the world as a result of the COVID-19 pandemic have disrupted social and commercial interactions necessitating emergency lifestyle adjustments globally. One of the prominent issues that has consequently arisen from this is the issue of the legality/propriety of companies holding their statutory and annual general meetings (AGMs) virtually in order to balance the imperatives of corporate governance and observance of the relevant company law and regulations on the one hand and compliance with the government’s COVID-19 directives on the other hand. To do this, however, Nigerian companies have been confronted with uncertainties as regards the position of Nigerian corporate law on virtual company meetings.
This article will explore the uncertainties surrounding remote meetings in the above context and also highlight the true position of Nigerian law on virtual meetings by private and public companies, whilst proffering suggestions to ameliorate the uncertainties that exist and to bring Nigerian corporate law in tune with modern realities.
2.0 Significance of Company Meetings
Company meetings are the lifeblood of a company. Whether of a company’s shareholders/members, Board of Directors (BoD), or their committees, meetings are an essential aspect of companies’ decision making process, with firm roots in corporate governance. Even more so, with annual general meetings, members’ active participation is important and desirable because it provides attendees with the opportunity to make enquiries, provide inputs and objective criticism, receive clarifications, and be generally informed about the company’s activities and wellbeing, to guide decision making. As such, companies’ AGMs afford the shareholders the opportunity to consider the progress and development of the company and to take necessary actions to safeguard their interest and promote those of the company.
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