Nigeria’s Securities and Exchange Commission (SEC) has declared a recent shareholders’ meeting of The Tourist Company of Nigeria (TCN) Plc invalid, escalating a corporate governance dispute that risks destabilizing the Lagos-based firm. In a statement released Monday, the regulator dismissed the Annual General Meeting (AGM) held on July 25, 2025, and rejected resolutions passed during the gathering, which it claims violated regulatory directives and national securities laws.
The contested meeting was reportedly organized by TCN’s majority shareholders despite an earlier suspension ordered by the SEC. According to the Commission, the shareholders attempted to bypass its authority by voting to remove SEC-appointed board members and the company’s board secretary. “These actions were taken without recourse to the Commission and in clear contravention of legal frameworks,” the SEC asserted, adding that the moves threatened to undermine its efforts to stabilize the company after years of financial turbulence.
The dispute centers on the SEC’s intervention in 2025, when it appointed two interim independent directors to TCN’s board under the Investments and Securities Act. This step, the regulator emphasized, aimed to safeguard minority shareholders and ensure the company’s viability as a “going concern.” TCN had reportedly regained positive share valuations following the intervention, a progress the SEC claims is now jeopardized by the majority shareholders’ defiance.
“Recent steps risk reversing the stability achieved,” the statement warned. It stressed that TCN remains under active regulatory oversight and that resolutions from the July meeting would not be recognized until unresolved governance issues are addressed. The SEC affirmed that the board composition would revert to its pre-AGM structure, retaining independent directors tasked with protecting minority investors and ensuring transparent operations.
The standoff highlights broader tensions between corporate stakeholders and regulators in Nigeria’s financial markets. The SEC reiterated its commitment to using legal measures to enforce compliance, noting its mandate to ensure market fairness and investor protection. “We will employ all tools at our disposal to uphold market discipline,” the statement read, urging stakeholders and the public to disregard the disputed AGM outcomes.
TCN, a key player in Nigeria’s tourism and hospitality sector, has faced recurrent governance challenges, with minority investors historically marginalized in decision-making. Analysts suggest the SEC’s firm stance reflects growing scrutiny of corporate accountability in Nigeria’s equity markets, particularly after a series of high-profile governance failures in recent years.
The Commission did not specify timelines for resolving the impasse but emphasized collaboration with stakeholders to achieve lasting solutions. Meanwhile, market watchers caution that prolonged instability could erode investor confidence in TCN and similarly structured firms, underscoring the high stakes of regulatory interventions in emerging economies.
