SEC: TCN Still Under Our Watch

The Securities and Exchange Commission (SEC) has reaffirmed its regulatory authority over Tourist Company of Nigeria Plc (TCN), declaring the company’s purported Annual General Meeting (AGM) held on July 25, 2025, illegal, invalid, and of no effect.

In a strongly worded public notice issued on Monday, the SEC distanced itself from the AGM organized by some majority shareholders, which sought to remove interim directors and appoint a new board. The Commission emphasized that the meeting was held in direct violation of a standing suspension order and without due regulatory clearance, thereby rendering all decisions taken null and void.

“The Commission, pursuant to its core mandate under the Investments and Securities Act, 2025, had taken regulatory steps including appointing two Interim Independent Directors into the Board of TCN Plc to ensure its survival as a going concern and to protect the interest of all shareholders especially those whose holdings cannot give them access to the Management and control of the company,” the notice read.



The SEC warned that the unauthorized actions by some majority shareholders threaten to derail progress made through previous regulatory interventions. According to the Commission, those interventions had helped stabilize the company and contributed to the recovery of its share value in the capital market.

In clear terms, the Commission stated that TCN Plc remains under full regulatory oversight, and any resolutions reached during the disputed AGM will not be recognized. The Commission maintained that the proper board of directors remains as constituted prior to the July 25 event, including the two independent directors appointed by SEC.

“The Commission shall accordingly discountenance any resolution passed in the said meeting until all legacy issues are fully resolved,” it added.



The statement further noted that the SEC’s involvement was rooted in its statutory responsibility to ensure good corporate governance, protect minority investors, and uphold market integrity.

It also reaffirmed its commitment to maintaining an orderly market, emphasizing that it would deploy all legal instruments within its powers to enforce compliance and safeguard investor interests.

“The SEC-appointed independent directors will remain on the board of TCN Plc to ensure good governance, stability, the protection of minority investors, and to ultimately maintain an orderly and fair market,” the notice concluded.

This latest intervention underscores the Commission’s resolve to prevent corporate governance abuse and ensure that investor confidence, particularly among minority shareholders, remains intact.

The development comes amid broader reforms aimed at strengthening the regulatory framework in Nigeria’s capital market, as well as clamping down on errant corporate actors who undermine regulatory orders.

The SEC’s decisive stance has drawn praise from several minority investors and corporate governance experts, who view the move as critical to restoring trust in the regulatory environment.