SEC Directs NEM Insurance to Reconvene 48th AGM

November 7, 2018
NEM Insurance

By Dipo Olowookere

The board of NEM Insurance has been directed to reconvene its 48th Annual General Meeting (AGM), with proper notice given to shareholders in line with extant laws.

In June 2018, the insurer held its AGM, but a number of shareholders including Eaton Acquisitions, Premium Green Limited, Starvest Limited, Three Sea Investment Limited and Oluwaseyilola A. Ojo had notified the Nigerian Stock Exchange (NSE) of an infraction by NEM Insurance.

They claimed the insurance company did not follow the laid down rules by notifying them of the planned AGM.

As a result, the aggrieved shareholders asked the regulators to invalidate the meeting as well as all the resolutions reached at the AGM, including the resolution to raise additional capital through a private placement at a price below the market price of NEM Insurance stock.

On Tuesday, the Securities and Exchange Commission (SEC) granted the request, directing the firm to hold another AGM, with proper notice given to shareholders.

SEC, in a letter sent to Olayinka Olajuwon & Co., solicitors to some aggrieved shareholders of the company by its acting head of Enforcement Department, said NEM Insurance failed to give the required 21-day notice to its shareholders.

The commission also accused Apel Capital Registrars contracted by NEM Insurance to dispatch the notice of the meeting of using an unregistered courier company to send the notice to some of its shareholders in Lagos only.

SEC said the action of the insurance company violated the provisions of Section 217 and Section 220(1) of Companies and Allied Matters Act (2004) and Section 214 of Security and Exchange Commission’s Code of Corporate Governance for Public Companies of 2013.

It said its decision has been communicated to Corporate Affairs Commission (CAC) for necessary action.

Recall that in October 2018, the NSE had fined the insurance company the sum of N575,505.00 for contravening Section 19:8 of its Rulebook.

The section states in part, “Upon receiving the approval of The Exchange every Issuer shall immediately publish on its website the Notice of Meeting, circulars, annual reports, scheme document and other information memorandum that will be considered at the general meeting.”

Dipo Olowookere

Dipo Olowookere is a journalist based in Nigeria that has passion for reporting business news stories. At his leisure time, he watches football and supports 3SC of Ibadan.

Mr Olowookere can be reached via [email protected]

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