NSE Amends Rules Relating to Board Meetings and AGMs; SEC Nods

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July 22nd, 2014 /NSE



Directors or Trustees are responsible, collectively and individually, for ensuring that listed Issuers comply with the Exchange’s Rules relating to their Board Meetings and General Meetings. The Exchange expects Directors and Trustees to fulfill fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standards established by law.


Directors or Trustees shall be held responsible for ensuring that The Exchange is promptly notified of the foregoing matters.


1.0 Board Meetings

1.1 Every Issuer shall notify The Exchange within twenty four hours after the relevant board meeting or after receipt of any required approval from its primary regulator(s) of:


a. Its decision to make a drawing or redemption of any securities, intimating at the same time the date of the drawing, and in the case of a registered security, the period of the closing of the transfer books (or the date of the striking of the balance) for the drawing;


b. The amount of the security outstanding after any purchase or drawing has been made;


c. Any preliminary results for any year, half-year, quarter and the comparative figures in respect of profits before taxation and after taxation, including instances where it becomes necessary for qualification that the figures are provisional or unaudited;


d. Any dividend or bonus recommendation and other distributions to members including approvals for payment of declared dividends, Bonus issuance and or, Rights or scrip issues;


e. Short particulars of any proposed change in the capital structure, or redemption of securities;


Every Issuer shall notify the Exchange in writing of the date and time of its’ Board of Directors’ meeting at which recommendation of dividends, bonus or issuance of rights will be discussed, at least fourteen days in advance.


2.0 General Meetings of Members


a. Every Issuer shall hold sessions of the general meetings of shareholders or holders of other securities in accordance with the relevant provisions in the Companies and Allied Matters Act Cap C20 LFN (CAMA) and any other relevant legislation, these Rules and the Issuer’s Articles of Association. The Issuer shall also ensure that shareholders or holders of other securities are allowed to lawfully exercise their rights at the meetings.


b. The Annual General Meeting (“AGM”) provides shareholders or holders of other securities with the opportunity of questioning the Directors and Management on the accounts and reports, which are presented at the meeting and matters relating to the Issuer in general.

Such questions shall –


a. be relevant to the Issuer or its business,

b. not result in the release of commercially or price sensitive information, or

c. not be obnoxious or vexatious.



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