FCMB to hold AGM by proxies


FCMB Group Plc has obtained regulatory approval to hold its annual general meeting (AGM) through the use of proxies in order to circumvent restrictions imposed by governments as part of containment strategies for the Covid-19 pandemic.

FCMB Group had scheduled its AGM for Tuesday, April 28, 2020 in Lagos. Lagos State, the epicentre of the Coronavirus pandemic, has placed restriction of not more than 25 persons on public gathering, automatically closing down large-group assembly like AGM.

The average number of shareholders for a quoted company is more than 1,000 and it is estimated that at least 20 per cent of shareholders attend AGM. Besides, representatives of regulatory authorities, professional advisers, independent observers and the mass media also usually attend AGM.

FCMB at the weekend indicated that it has secured the approval of the Corporate Affairs Commission (CAC) to proceed with the AGM through the use of proxies rather than the personal attendance of the large multitude of individual shareholders.

The rules on proxy allow shareholders to appoint personal representative or to appoint the chairman of the board or any presiding official or any of the directors of a company to act for them. The rules also allow shareholders to vote on the agenda or resolutions of the meeting ahead of the meeting date by indicating their vote on the proxy form.

The company stated that the adoption of proxy meeting was in consideration of the governments’ measures on Covid-19 and the legal framework and corporate actions predicated on the conduct of AGM, including payment of dividend to shareholders, approval of audited accounts and filing of the company’s annual returns, ratification of the retirement of and appointment of directors as well as the appointment of new auditors in line with the Central Bank of Nigeria (CBN) requirements.

The company urged shareholders to send duly completed proxy forms indicating how they wish to vote on each of the resolutions noted therein, to its Registrars, Cardinalstone Registrars Limited, not less than 48 hours before the time fixed for the meeting.

FCMB Group noted that the proxy option is in line with the provision of section 230 of the Companies and Allied Matters Act (CAMA) on the use of proxies with the understanding that the quorum for an AGM can be achieved either through physical attendance or by proxy.

“This measure is also to ensure that the operations of the company continue to run within the laid down

compliance and regulatory frameworks irrespective of the current circumstances,” FCMB Group stated.

CAC recently issued guidelines on the conduct of AGM through the use of proxy as part of measures to circumvent the disruptions created by the Coronavirus pandemic.

CAC, in a statement, stated that companies can take advantage of Section 230 of the Companies and Allied Matters Act (CAMA) on the use of proxies to hold their AGMs.

Under the guidelines provided by CAC, companies shall obtain the approval of CAC before such a proxy-based meeting is held and such application for approval can be submitted to CAC’s head office in Abuja or any of the branch offices in any of the states.

Such a proxy-based meeting shall only discuss the ordinary business of an AGM as provided in Section 214 CAMA while CAC shall send representatives as observers to the meeting.

The company shall be guided by the provisions of its Articles or CAMA as regards to a quorum. However, for the purpose of determining quorum, each duly completed proxy form shall be counted as one.

According to the guidelines, notice of meeting and proxy form shall be sent to every member in accordance with the requirements of CAMA and the companies will be required to provide the CAC with the evidence of postage or delivery of such notices after the meeting.

“All the members shall be advised in the notice that in view of the Covid-19 pandemic, attendance shall only be by proxy with names and particulars of the proposed proxies listed for them to select therefrom. 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,” CAC stated.

Nigeria’s largest financial institution, Guaranty Trust Bank (GTB) Plc, was the first to conduct its AGM under the proxy arrangement.

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