SEC Flags Corporate Governance Crisis in Tourist Company of Nigeria Plc

Nigeria’s capital market regulator warns public over unauthorised TCN AGM, reaffirms investor protection and board stability amid ongoing governance dispute

The Securities and Exchange Commission (SEC) Nigeria has issued a public notice warning of a deepening corporate governance crisis at the Tourist Company of Nigeria (TCN) Plc.

The Commission revealed that some majority shareholders proceeded with an unauthorized Annual General Meeting (AGM) on July 25, 2025, in violation of its directives.

“The Securities and Exchange Commission (The Commission) has keenly followed recent disturbing developments in The Tourist Company of Nigeria Plc (TCN) championed by some majority shareholders in the company,” the commission stated.

According to the SEC, the resolutions passed during the unauthorized AGM, including the removal of SEC-appointed board members and the company secretary, are null and void.

“The Commission does not recognize the purported AGM… and shall accordingly discountenance any resolution passed,” SEC stated, emphasizing its commitment to enforcing regulatory compliance.

SEC noted that its earlier intervention, including the appointment of two interim independent directors, was aimed at stabilizing TCN Plc and safeguarding the interests of minority investors.

The regulator highlighted that the intervention had already restored stability to the company and helped lift its share value.

The actions taken by the majority shareholders are now seen by the commission as a direct threat to its recovery efforts, prompting SEC to reassert its regulatory authority over the company. “The recent steps taken by the majority shareholders is poised to thwart the gains already made by the said regulatory intervention which had brought stability into the company and returned its shares to positive values.”

“The Commission, by this notice, informs the general public and all stakeholders that TCN Plc remains under the Commission’s regulatory involvement,” it declared, assuring the investing public of continued oversight.

Reaffirming its core mandate under the Investments and Securities Act (ISA) 2005, the SEC pledged to ensure investor protection and ensure market discipline. “The Commission remains a law-abiding agency and would accordingly use all legal machinery at its disposal to uphold its regulatory mandate of investor protection and ensuring market discipline. All stakeholders and the investing public should be guided accordingly,” the commission stated.

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