News Column

Shareholders to Amend ETI's Articles of Association

June 9, 2014

In a notification to the Nigerian Stock Exchange (NSE) last Friday, ETI said the amendment would be made at the sixth Annual General Meeting and Extra-Ordinary General Meeting (AGM) slated for June 30, in Lome, Togo. The amendment will be one of other issues to be discussed and approved at the meeting.

Shareholders of the ETI had last March met in Lome to address governance lapses discovered in the company by the Securities and Exchange Commission (SEC). The discovery of the governance weaknesses was the outcome of audit carried out by SEC and KPMG Professional Services following allegations of breaches of corporate governance against the Board of Directors and certain principal officers of ETI.

SEC had identified some gaps which include absence of a clear vision and strategy to drive the institution, inadequate transparency in the recruitment procedures and mechanisms for Board members and executive staff which fostered conflicts of interest.

It therefore, directed ETI to implement a remedial plan that will eliminate the lapses. The Commission also asked ETI to convene an extra-ordinary General Meeting of the shareholders to address these issues.

In line with the SEC's directive, the shareholders of the company met and at their meeting, which was attended by institutional shareholders as well as minority shareholders, resolved to amend the Articles of Association of ETI.

Under the new Articles of Association ETI shall not undertake any acquisition, merger or disposal of the company's assets whose value is equal to or above 20 per cent of the book value of the company without the approval of a simple majority of the shareholders present in general meeting.

The shareholders voted to limit the maximum size of the board to 15 members, and pressed that no director could serve more than nine years in total.

However, the a resolution to authorise the Board of Directors to raise additional capital as the company may require up of up to twenty per cent 20 per cent of the current issued capital of the company, without reference to the general meeting, to at any time within a period of three years from the date of its adoption was not passed.

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Source: AllAfrica

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