The Nigerian Stock Exchange (NSE) has 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, 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 recognises 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.
