The court annuls the suspension of the SEC of the Oand Assembly

Obinna Chima

The High Court in the Federal Territory of the capital annulled yesterday the indefinite suspension of the Oando Plc (AGM) Annual Assembly of the Security and Exchange Commission, two years ago, ruling that the company’s shareholders have the right to associate as well as gather and hold AGM.

The verdict followed a lawsuit filed by Mr. Patrick Ajudua, a shareholder of Oanda, who challenged the SEC’s suspension order.

The disgruntled shareholder argued that the SEC directive suspending Oand’s AGM violated his rights to freedom of association guaranteed by Article 40 of the Nigerian Constitution and Articles 9, 10 and 11 of the African Charter on Human Rights and Peoples.

A company statement said Ayudua has since been named Oanda’s shareholder savior after his big win.

At a hearing presided over by Judge O. A Musa, all submissions were upheld in favor of Ayudua.

Judge Musa ordered: “[Mr.] Patrick as a member and shareholder of Oanda has the right and freedom to associate and assemble with other shareholders and the right to receive information at AGM; [and I] declared the letter of the SEC dated May 31, 2019. Oandu sanctioning its management, unconstitutional, null and void Engr. Patrick’s fundamental right to a fair hearing and his human right to receive information about Oanda’s affairs and his interest and stakes in Oanda. “

In addition, the judge issued an order, “repealing the SEC directive suspending / postponing indefinitely the Oando General Meeting violating, violating and violating Patrick’s right and freedom of association and assembly with other shareholders and the right to information of other shareholders and Oando Plc, an order prohibiting the SEC and Oando from interfering with, interfering with, or interfering with Engr. Patrick’s constitutional right to associate, assemble and the right to receive information from other shareholders and members of Oando Plc at the adjourned Assembly for 2019. “

Furthermore, the judge ruled that “the injunction restricts the SEC from acting and / or taking any action in accordance with its letter of 31 May 2019 or from interfering in any way with the directors lawfully appointed by Engr. Patrick and shareholder; and an order ordering Oando to convene and maintain AGM Oando plc within 90 days of the Court’s order in accordance with the provisions of the CAMA. “

AGMs are an important platform for protecting a company’s shareholders. They are also a legal requirement for all publicly listed companies around the world. Usually the main agenda of the company’s general meeting includes a review of the company’s affairs and financial reports, engagement of shareholders with the company’s directors to check performance, appointment of auditors, to name just a few.

By listing on the Nigerian Stock Exchange (NSE), the company is owned by its shareholders, so the final control and destiny of the company should be in the hands of the said shareholders. Article 81 of the Law on Companies and Related Matters gives each member of a registered company, who has paid in full for his shares, the right to attend all meetings of the shareholders of such company; and speak and vote at such shareholders’ meetings.

According to Ajudui, the SEC has denied him those rights for the past two years.

Commenting on the outcome of the lawsuit, Ajudua said: “A victory for me is a victory for all shareholders. The long delay in resolving the conflict has brought unspeakable difficulties, financial difficulties and a loss of value to our investment.

“Therefore, the shareholders received this verdict with a high sense of humility and praying that all hands must be on deck for the company to move forward. He prays with regulators and others to give peace a chance and enable a harmonious resolution of conflicts. The joint stock community will continue to protect its investment, ensure high compliance with the corporate governance code and ensure the integrity of the company operating in the capital market. “
Since the suspension of Oand’s shareholders of AGM for 2019, they have been secret about the company’s business – especially corporate initiatives and finances.

According to a statement from Oando in July 2020, the suspension of the assembly also resulted in the inability of the company’s directors to submit to the shareholders for approval the audited financial statements of the company for 2018; inability to appoint an auditor to perform the function for the financial year 2019; and the Company’s inability to meet its FEE 2019 NSE account submission obligation by March 31, 2020; among others.

The suspension of Oand’s AGM for 2019 by the SEC was not the first time the regulator took the same actions in 2018, but the oil and gas company retaliated and the suspension was lifted, and the AGM was then held without a hitch.