ANALYSIS OF THE LAW ON COMPANY MEETINGS IN CONTEMPORARY CORPORATE GOVERNANCE IN NIGERIA

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Author

Presented To

Department of Law

ABSTRACT
This study analyzed the Law on Company Meeting in Modern Day Corporate Governance in Nigeria. It principally discussed the concept of Company meeting, its various kinds and practical relevance as a key instrument for the protection of members of the company and a means by which they tame the activities of the overzealous or corrupt directors of the company. This study was motivated by the fact that, in spite of the critical role of company meetings, corporate mismanagement and expropriation of members of the company by the directors and the progressive decline of the practical objectives of company meetings has continued to be a challenge. These issues raised the questions as to how well does the law on company meetings protect the members of the company from corporate mismanagement and expropriation by the directors of the company? In all of these, the major aim of the study is to ensure that more protection is accorded to the members of the company. This aim was accomplished by finding out whether the law on company meetings sufficiently or adequately protect the members of the company from corporate mismanagement and expropriation by the directors of the company. In undertaking this study both the doctrinal and empirical approach were mainly adopted. The doctrinal method was achieved by the consideration of both primary and secondary sources of data. The primary sources of data considered includes statutes and judicial authorities of superior courts of records, while the secondary source of data considered included text books, journals, and seminar papers. In the analysis, it was found that despite the undoubted improvement introduced by the CAMA, it cannot be said that the provisions on company meeting in the CAMA have substantially or adequately taken care of investors? protection. The provision or requirement by Section 211(1) of the CAMA which mandated every public company only to hold statutory meeting within six months of its incorporation still suffer from big ambiguity especially on whether the section binds or includes companies changed or converted from private to public company. Furthermore, the study also found that the law on company meetings has hitherto not keep pace with developments in information technology on electronics meetings and application of electronics means in serving of notice of meeting and conducting the affairs of the meeting. In view of the above findings, it was recommended that the legislature should recognise the technological advancement by legalizing participation in company meeting through E-voting, E-ballot, video conferencing or by other audio-visual means. Moreover, electronic notice through e-mails, text messages to mobile phones, and other electronic means of communication should also be legalized in the CAMA and be made to replace Section 220 of CAMA which provides for sending of Notice of Meeting by post. It was also recommended that section 211(1) of CAMA should be amended to remove the ambiguity it creates by making it very clear that where a company is incorporated as a private company and later changed or converted to a public company, the company should within six months from the date of its change or conversion from private to public hold the statutory meeting.