The Securities and Exchange Commission (SEC) has stated that it does not recognize the purported Annual General Meeting (AGM) of the Tourist Company of Nigeria (TCN) Plc, held on July 25, 2025, nor any resolutions passed at the meeting.
In a statement published on its website titled “Corporate Governance Crises in the Tourist Company of Nigeria (TCN) Plc),” the SEC disclosed that the meeting was convened by majority shareholders despite being suspended by the Commission.
At the gathering, shareholders reportedly voted to remove SEC-appointed board directors and the company secretary, an action the Commission says was taken without its consent or due process.
The SEC said it appointed the two independent directors under the Investment and Securities Act 2025 to protect minority shareholders and keep the company stable during its governance crisis.
Condemning the move by the majority shareholders, the Commission stated:
“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.”
All resolutions passed at the meeting were declared invalid, as the Commission said its appointed independent directors, including Chairman Chief Anthony Idigbe (SAN), will remain on the board to ensure good governance, stability, and protection for minority investors.
Backstory
On July 24, the SEC sent a firm directive halting Tourist Company of Nigeria’s (TCN) planned AGM for July 25, 2025.
Citing an ongoing regulatory intervention and a court order to maintain the status quo, the Commission insisted:
“In view of the ongoing regulatory intervention… and the subsisting interim order of the court mandating the maintenance of status quo, you are hereby directed to postpone the scheduled AGM and any other statutory meetings indefinitely.”
Despite this directive, a group of shareholders allegedly went ahead with the meeting on July 25. According to reports, the group is opposed to the SEC’s involvement in the company’s affairs.
The SEC later declared the meeting illegal.
Meristem Registrars, which was reportedly invited to replace the official registrar, Greenwich Registrars, withdrew before the meeting began, citing its illegality.
On the same day, the Corporate Affairs Commission (CAC) also issued a letter, signed by Terver Ayua-Jor, reminding all parties of a Federal Government directive to avoid actions that could affect ongoing court proceedings. Still, the meeting was held.
- At the meeting, Chief Anthony Idigbe, SAN, was removed as chairman, allegedly due to retirement.
- Also removed was Abatcha Bulama, the other SEC-appointed director and representative of Ikeja Hotel Plc.
Chief Idigbe later noted that neither his removal nor that of Bulama was mentioned in the notice or agenda of the cancelled AGM.
The notice
The AGM notice, published on the company’s website, had scheduled the 60th Annual General Meeting of Tourist Company of Nigeria for July 25, with the venue set as Federal Palace Hotel & Casino, Lagos.
According to the notice, one of the key agenda items was the ratification of the appointments of Ms. Anita Athena Ibru, Mr. Kofi Joseph Duncan, Mr. Andy Akporugo, and Mrs. Erejuwa Gbadebo as directors.
- Other agenda items included appointing BDO Professional Services as external auditors, allowing the board to set their fees, electing members to the audit committee, and presenting the audited financial statements for the year ended December 31, 2024.
Notably, the names of the directors who were later declared “retired” and removed at the meeting—Chief Anthony Idigbe SAN and Abatcha Bulama—were not included in the notice.
