The Companies and Allied Matters Act 2020 lists the meetings all companies in Nigeria must have. The meetings of a company are vital to its very existence because no activity in the company can be undertaken outside the meeting.
CAMA 2020, specifically states the meetings that are to be undertaken by companies in Nigeria, it further states the consequences for a company failing to undertake such meetings as prescribed by the CAMA.
This article looks into the meetings of the company, those entitled to attend, and the agenda undertaken in every company’s meeting.
Types of company meetings
There are generally three types of meetings a company must undertake, these are:
1. The Annual General Meeting;
2. The Extra-ordinary general meeting; and
3. The statutory meeting.
Nonetheless, there exist other forms of meetings undertaken by companies, which are mentioned under CAMA, these are:
1. Directors’ meetings
2. Committee meetings and
3. Court-ordered meetings.
All meetings are vital and come with their various requirements for the benefit of the company.
1. Annual general meetings (AGM)
The annual general meetings are the most significant of all meetings to be undertaken by companies. According to CANA all companies, whether it be private or public, limited or unlimited, must have an annual general meeting.
The annual general meeting is a more organized and fixed type of meeting that affords the members of the company to meet to discuss the business and their prospects for the year while considering the successes of the business in the last year. The meeting is usually provided in every company’s articles of association and is held in Nigeria; CAMA also allows the annual general meeting to be done remotely.
The annual general meeting of a company must be held within 15 months from the previous annual general meeting of the company while the first annual general meeting of the company must be held within 18 months from its date of incorporation. Nonetheless, the board of directors are responsible for fixing the date of the company’s annual general meeting.
2. Statutory meeting
Only public companies in Nigeria undertake statutory meetings. The statutory meeting must be done by the public limited liability company within six months of its incorporation. The meeting is to be attended by its general members and is fixed by the board of directors.
One significant event undertaken at the statutory meeting is the presentation of the statutory report of the company to the members at least 21 days before the statutory meeting. The statutory report states among other things all there is to know about the company and how the business has been run in the last 6 months preceding the statutory meeting.
3. Extra-ordinary general meeting (EGM)
The EGM isn’t a compulsory meeting by law. The EGM is necessitated by the need for companies to discuss urgent issues that cannot ordinarily wait for the next AGM to be discussed.
The board of directors fix the date for the EGM on the orders of the members or a single member. The EGM can be undertaken anywhere, including outside Nigeria.
4. Directors meeting
This is the meeting of the executive and/or non-executive directors of the company. The directors of the company meet to pass resolutions for undertaking certain events in the company which they are obliged to do. One such event is appointing a secretary for the company.
5. Committee Meetings
Every company possesses committees that function for the overall growth of the company at the basic level. These committees meet to discuss and resolve issues within their attention for the company.
6. Court-ordered meetings
Court-ordered meetings are meetings ordered on special circumstances; one of which is when a company refuses to undertake its AGM. The Federal High Court in Nigeria is the official court with the responsibility to order meetings of the company.
Businesses to be conducted at the Company’s general meetings
The company’s business to be conducted at general meetings is either ordinary business or special business.
1. Ordinary business of the company
This is usually discussed at the company’s annual general meetings. These businesses include:
a. Declaration of dividend;
b. Presentation of the financial statements, directors and auditors report;
c. Election of new directors in place of those retiring;
d. Appointment and fixing of auditors remuneration; and
e. Appointment of the members of the audit committee (for a public company only).
2. Special business
The special business of the company is any other business that does not fall under ordinary business. Some examples are:
a. Change of company’s name;
b. Altering the object of the company;
c. Increasing the share capital of the company etc.
Quorum of a company meeting
The quorum of a company’s meeting is the minimum number of persons that can attend a meeting for the decision made to be binding on the company. The quorum of a company is generally fixed by the articles of association to the company. Nonetheless, where the company’s articles are silent, the provisions of CAMA will prevail.
CAMA provides that the quorum of a company’s meeting is one-third of the members of the company or 25 members, whichever is lesser. Nonetheless, where the company’s number is less than 6, the quorum shall be 2 members.
Who should attend a company meeting
Company meetings must be attended by persons only entitled to do so, the persons below are entitled to attend a company’s meeting:
- Every member of the company;
- Every person upon whom the ownership of shares is given because of being a trustee, legal practitioner or receiver for a member;
- Every director of the company
- Every auditor of the company; and
- The company’s secretary.
Conclusion
The general meeting of a company is a principal decision-making organ of the company that binds it. Company meetings are as vital to a company as oxygen is to a human. The company meeting is the soul and live wire of the company, an attempt to cut it off or circumvent it would see the company lose its very fabrics and in worse cases wound up.
This work provided all there is to know about company meetings in Nigeria under CAMA.
Can the statutory meeting be held outside Nigeria?
No, the statutory meeting is as vital as the AGM and therefore must be held in Nigeria. Nonetheless, CAMA allows remote meetings.
I have meetings with my members every day, we are a small team of a friend, does that count?
No, the company meetings are a religious practice; despite the members being friends, small, related or neighbours; a formal process of notice of meetings must be sent, the meeting must be held, attendance and minutes must be taken and all this evidence must be kept for future requisitions.
