SEC rejects tourist company’s AGM over internal crisis

By Abubakar Yunusa

The Securities and Exchange Commission (SEC) said it does not recognise the Annual General Meeting (AGM) of the Tourist Company of Nigeria (TCN) Plc, held on July 25, 2025.

It also rejected resolutions passed at the meeting.

A Monday statement published on its website titled “Corporate Governance Crises in the Tourist Company of Nigeria (TCN) Plc,” noted that the meeting was convened by the majority shareholders despite being suspended by the Commission.

“The Securities and Exchange Commission (the Commission) has keenly followed recent disturbing developments in The Tourist Company of Nigeria Plc (TCN), championed by some majority shareholders in the company.

“These developments include purportedly proceeding with an Annual General Meeting which was suspended by the Commission, and passing resolutions altering the Board composition by purportedly removing SEC appointed members of the Board and the Board Secretary without recourse to the Commission,” the statement wrote in part.

The Commission, pursuant to its core mandate under the Investments and Securities Act, 2025, said it had taken regulatory steps including appointing two Interim Independent Directors into the Board of TCN Plc to ensure its survival as a going concern, and to protect the interest of all shareholders, especially those whose holdings cannot give them access to the Management and control of the company.

“The recent steps taken by the majority shareholders are poised to thwart the gains already made by the said regulatory intervention, which had brought stability into the company and returned its shares to positive values.

“The Commission, by this notice, informs the general public and all stakeholders that TCN Plc remains under the Commission’s regulatory involvement. The Commission does not recognise the purported Annual General Meeting (AGM) of TCN Plc of July 25, 2025, held in clear disregard of an express directive from the Commission and in contravention of extant laws governing such meetings. The Commission shall accordingly discountenance any resolution passed in the said meeting until all legacy issues are fully resolved.”

SEC added that the Board of TCN Plc remained as constituted prior to the purported AGM, and the SEC-appointed independent directors would remain on the Board of TCN Plc to ensure good governance, stability, the protection of minority investors, and to ultimately maintain an orderly and fair market.

“The Commission remains a law-abiding agency and would accordingly use all legal machinery at its disposal to uphold its regulatory mandate of investor protection and ensure market discipline.

“All stakeholders and the investing public should be guided accordingly.”