‘CAMA Amendment Set To Enhance Shareholders’ Engagement, Attract FDIs

By Clement Alphonsus

The Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) has noted that the recent amendment of the Companies and Allied Matters Act (CAMA) 2020, which allows Public Limited Companies (PLCs) to conduct yearly general meetings virtually will aid inclusiveness through enhanced shareholders’ participation and engagement, as well as attract foreign investors.

President of ICSAN, Taiwo Owokalade, said the recently signed Business Facilitation (Miscellaneous Provisions) Act 2023, signed into law by President Muhammadu Buhari, which amended CAMA 2020, has now paved way for public companies in Nigeria to hold their yearly general meetings without having to specifically seek the permission of the Corporate Affairs Commission (CAC).

He said the Act, which amends CAMA 2020, now allows PLCs to hold their meetings electronically following provisions of their articles of association.

The move is viewed by Owokalade as a positive development for Nigeria’s business regime and in consonance with the agitation of the institute.

The ICSAN chief said it would motivate foreign investors to monitor the proceedings of the meetings of the companies they invest in.

“Under Section 240 (2) of CAMA 2020 only private companies are allowed to hold their AGMs by electronic means. PLCs could only be permitted to hold AGMs if specifically permitted by the CAC. This in itself was an improvement to what obtains under the old CAMA1990, which only recognised physical meetings. But we had recommended that whenever an opportunity for amendment of CAMA 2020 comes, the permission to hold AGM electronically should be extended to the PLCs.

“This is exactly what has been done now by Section 11 of the Business Facilitation (Miscellaneous Provisions) Act 2023 was signed into law on February 13, 2023, which now allows PLCs to hold AGM as long as it allows all the shareholders to participate and it is following the provisions of the articles of association.

“Furthermore, virtual meetings break the barriers of national and international boundaries as shareholders from any part of the world can participate in the AGM. Another advantage is that virtual meetings allow easy recording of proceedings for future reference.

“It has always been our position in ICSAN that our law should allow maximum use of technology to boost business to the scope and levels demanded by modern exigencies,” Owokalade said.