CORPORATE AFFAIRS COMMISSION GUIDELINES ON HOLDING OF ANNUAL GENERAL MEETINGS (AGM) OF PUBLIC COMPANIES USING PROXIES

In view of the directive on physical distancing and the restriction on maximum number of people at every gathering due toCOVID-19 pandemic, Companies may take advantage of S.230 CAMA on the use of proxies in holding their Annual General Meetings. The following should guide Companies on the procedure and conduct of the AGM: –

1. The approval of the Corporate Affairs Commission (CAC) shall be obtained before such meeting is held. The application can be submitted to the Head Office in Abuja or by email to: agabubakar@cac.gov.ngorrg@cac.gov.ng.
2. CAC may send are presentative(s) as observer(s) to the meeting, in the absence of which the Company shall send a detailed report to the CAC, after the meeting.
3. The meeting shall only discuss the Ordinary Business of an AGM as provided in S.214 of CAMA. However, where any Special Business is considered very urgent and necessary, the application letter shall provide the justification and the nature of the special business.
4. Notice of meeting and proxy form shall be sent to EVERY member in accordance with the requirements of CAMA. Companies will be required to provide the CAC with the evidence of postage or delivery of such notices after the meeting.
5. All the members shall be advised in the notice calling the meeting that in view of the Government directive on physical distancing and the restriction on the maximum number of people in every gathering due to the Covid-19 pandemic, attendance shall only be by proxy with list and particulars of persons willing to act as proxies for them to select there from. The invitation shall be issued at the Companies expense as well as the stamp duties which shall be prepaid by the Company. The proxies need not be members of the Company.
6. The Company shall be guided by the provisions of its Articles or CAMA as regards to quorum. However, for the purpose of determining quorum, each duly completed proxy form shall be counted as one.

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