The following resolutions proposed in the notice to shareholders, were unanimously passed at the 44th Annual General Meeting of the Company held at 10:00 am Nigerian Time on Monday November 06, 2023:
Deeming Resolution for the 44th AGM of the Company
The 2020 and 2021 Audited Financial Statements were received by the shareholders.
Re-appointment of Auditors
BDO Professional services was re-appointed as the Company’s Auditors in relation to the audit of the financial statements of the company for the year ended December 31, 2022 and the year ended December 31, 2023 to hold office until the next annual general meeting.
Re-election of Directors
The following directors who retired by rotation, were re-elected as Directors of the Company: The following Directors were re-elected
- Dr. Ainojie Alex Irune,
- Mrs. Nana Fatima Mede OON, and
- Mrs. Ronke Sokefun.
Election of Members of the Audit Committee The following persons were elected as members of the Audit Committee for the 2022 and 2023 Accounts:
- Dr. Anthony Omojola
- Mr. Olusegun Oguntoye
- Dr. Joseph Oladipo Asaolu
The following Directors were appointed to represent the Board on the Audit Committee:
- M. Ike Osakwe
- Mr. Tanimu Yakubu
Approval of the remuneration of non-executive directors
The remuneration of the non-executive directors of the Company was fixed at ₦5,000,000 per annum for the Chairman and ₦4,000,000 each per annum for all other non-executive directors with effect from 1 January 2022 to 31 December 2023, which fees are payable quarterly in arrears.
Mandate Authorizing Transactions with Related Parties/Interested Persons
A general mandate was given, authorizing the Company to procure goods, services and financing and enter into such incidental transactions necessary for its day-to-day operations with its related parties or interested persons on normal commercial terms consistent with the Company’s Transfer Pricing Policy. All transactions falling under this category which were entered into earlier prior to the date of the meeting were ratified.
Cancellation of Unissued Shares and Alterations of the Memorandum and Articles of Association
The Following resolutions were passed regarding the cancellation of unissued shares and Alteration of the Memorandum and Articles of Association:
- In compliance with Section 124 of the Companies and Allied Matters Act 2020 (CAMA) and Companies Regulation 2021, the cancellation of all of the unissued ordinary shares of the Company is hereby approved.
- For the purposes of implementing the cancellation of the Company’s unissued shares, the Board of Directors is hereby authorized to execute all relevant documents, take all such lawful steps as may be required by statute and or regulations and do such other acts or things as may be necessary, supplementary, consequential, or incidental for the purpose of giving effect to this resolution including without limitation, appointing such professional parties, consultants and advisers and complying with the directive of the regulatory authorities.
- Following the cancellation of all the unissued shares in the share capital of the Company in accordance with resolutions 6(i) and 6(ii) above, Clause 6 of the Memorandum of Association and Article 3 of the Articles of Association of the Company be amended as necessary to reference only the issued shares in the share capital of the Company.”
Ends
