The Securities and Exchange Commission (SEC) has declared invalid the purported Annual General Meeting (AGM) of The Tourist Company of Nigeria (TCN) Plc, reportedly held on July 25, 2025, stating that all resolutions passed during the meeting are null and void.
In a public notice, the Commission criticised actions taken by certain majority shareholders who allegedly convened the AGM in defiance of an earlier suspension order issued by the SEC.
According to the regulator, the unauthorised meeting resulted in illegal changes to the company’s leadership, including the removal of SEC-appointed interim directors and the board secretary—a move it described as unlawful and disruptive to corporate governance.
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The SEC clarified that its intervention in TCN, which involved appointing two interim independent directors, was designed to preserve the company as a going concern and protect the interests of all shareholders, particularly minorities.
The Commission noted that the intervention had stabilised operations and improved share value before these recent disruptions.
“The Commission, pursuant to its mandate under the Investments and Securities Act, 2025, appointed two Interim Independent Directors to the Board of TCN Plc to safeguard the company’s continuity and protect shareholders, especially those without managerial control.
Recent actions by majority shareholders threaten to undermine these gains, which restored stability and boosted share value,” the notice stated.
The SEC reaffirmed that TCN Plc remains under its regulatory oversight and stressed that it does not recognise the July 25 AGM, which was held in violation of its express directive and applicable laws. Consequently, any resolutions passed at the meeting will be disregarded until all pending governance issues are resolved.
The Commission further emphasised that the board composition prior to the purported AGM remains valid, with SEC-appointed directors continuing to serve to ensure good governance, stability, and the protection of minority investors.
Reiterating its statutory duty under the Investments and Securities Act, 2025, the SEC assured stakeholders of its commitment to investor protection and market integrity.
The Commission also warned that it would employ all legal measures necessary to enforce compliance and uphold the credibility of Nigeria’s capital market.
“All stakeholders and the investing public are advised to take note and act accordingly,” the notice concluded.
Sunday Michael Ogwu is a Nigerian journalist and editor of Pinnacle Daily. He is known for his work in business and economic reporting. He has held editorial roles in prominent Nigerian media outlets, where he has focused on economic policy, financial markets, and developmental issues affecting Nigeria and Africa more broadly.
