The Securities and Exchange Commission (SEC) has declared that it does not recognise the Annual General Meeting (AGM) of the Tourist Company of Nigeria (TCN) Plc held on July 25, 2025, and has rejected all resolutions passed at the meeting.

In a statement published on its official website and titled “Corporate Governance Crises in the Tourist Company of Nigeria (TCN) Plc,” the Commission revealed that the AGM was convened by majority shareholders despite having been suspended by the SEC.

“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 statement said. “These developments include purportedly proceeding with an AGM which was suspended by the Commission, and passing resolutions altering the Board composition by purportedly removing SEC-appointed members of the Board and the Board Secretary, without recourse to the Commission.”

In line with its mandate under the Investments and Securities Act, 2025, the SEC disclosed that it has taken regulatory steps to stabilise the company, including the appointment of two Interim Independent Directors to the Board of TCN Plc.

The goal, it said, is to ensure the company’s continuity as a going concern and to protect the interests of all shareholders, especially minority investors without control or management access.
“The recent steps taken by the majority shareholders are 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 SEC stated.

The Commission reaffirmed its position that TCN Plc remains under its regulatory oversight and that the July 25 AGM—held in defiance of its directive—was invalid. It also said any resolutions passed during the meeting will be disregarded until outstanding corporate governance issues are resolved.

“The Board of TCN Plc remains as constituted prior to the purported AGM, and the SEC-appointed Independent Directors will continue to serve on the Board to promote good governance, ensure stability, protect minority investors, and maintain an orderly and fair market,” the statement added.

The SEC stressed its commitment to uphold investor protection and market discipline through all available legal avenues.

He said, “The Commission remains a law-abiding institution and will continue to utilise all legal instruments available to enforce its regulatory mandate.”
Stakeholders and the investing public were urged to be properly guided.