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The Nigerian Stock Exchange (“NSE” or “The Exchange”) has today, Wednesday, April 15, 2020, published guidance on virtual Board, Committee, and Management Meetings for stakeholders.
The Guidance is in response to the shift from conventional physical meetings to virtual meetings precipitated by the COVID-19 pandemic, and the critical need to protect investors’ interests. It is one of The Exchange’s “Thought Leadership” initiatives, designed to provide direction to market and other stakeholders on carrying out successful, productive, and rewarding virtual meetings at this time and other times when in-person meetings are unfeasible.
Commenting on the Guidance, Chief Executive Officer, NSE, Oscar N. Onyema, OON, said, “The NSE has provided this Guidance to assist our stakeholders with identifying and adopting best practices and procedures, and complying with applicable corporate governance standards whilst conducting their virtual meetings. The goal is to ensure that when companies opt for virtual participation in meetings, they are accessible, transparent, efficient, and cost-effectively managed while meeting the important business and corporate governance needs of all relevant stakeholders.”
In addressing concerns around virtual meetings, Executive Director, Regulation, NSE, Ms. Tinuade Awe, said, “The Exchange recognizes the legal and regulatory uncertainties that Nigerian businesses may face regarding convening virtual meetings in the wake of the COVID-19 pandemic. More so, in light of the fact that the Companies and Allied Matters Act, Cap. C20 LFN 2004 (CAMA) is silent on the issue of virtual meetings. However, CAMA does not expressly prohibit virtual meetings. It is, therefore, expedient that the Articles of Association of a company or its Board, Committee, and Management Charters or Terms of Reference should provide for and authorize virtual meetings.”
Matters addressed in the Guidance relate to statutory and regulatory considerations, availability of technological infrastructure, inclusion, and management of external attendees, information security, protocols, and participants’ responsibilities, amongst others.
It should be recalled that The Exchange has continued to provide an enabling regulatory environment to stakeholders since the activation of its business continuity plan on Monday, 23 March 2020 which saw the transition to remote working and remote trading on 24 March and 25 March, respectively. Since then, The Exchange has published notices to Issuers on the conduct of 2020 Annual General Meetings (AGMs); the CAC’s guidelines on AGM’s via proxies; and on the extension of the deadline for filing returns; as well as notices to Dealing Member Firms on the extension of time to complete the 2020 Self-Assessment Form; and notices to the general public on the activation of The Exchange’s Business Continuity Plan which saw NSE transitioned to carrying out business and trading activities remotely; all, in order to effectively cushion the impact of the COVID-19 pandemic on affected stakeholders.