The Tourist Company of Nigeria (TCN) Plc has responded firmly to the recent controversy surrounding its board restructuring, defending its decision to remove two directors — Anthony Idigbe (SAN) and Abatcha Bulama — and company secretary OOT Nominees Limited. The company insists the moves are both legally sound and necessary to restore corporate governance.
This development comes on the heels of the Securities and Exchange Commission’s (SEC) statement earlier this week disavowing the resolutions passed during TCN’s recent Annual General Meeting (AGM). The commission warned that the resolutions, including the re-election of Toke Alex Ibru and the removal of Idigbe and Bulama, were “null and void.”
In a detailed statement issued Wednesday and obtained exclusively by The PUNCH, TCN asserted that Idigbe and Bulama were never appointed to its board by the SEC and that their continued presence on the board lacked shareholder backing.
“Neither Chief Idigbe nor Alhaji Bulama was ever appointed to the TCN board by the SEC. Their positions stemmed from IHP’s nomination, not regulatory authority,” the company stated, referencing Ikeja Hotel Plc, another firm where the directors originally served in a limited interim capacity.
According to TCN, both directors were first appointed to IHP’s board in 2015 for a 3-month term under a settlement agreement overseen by the SEC, following allegations of financial impropriety against former chairman Goodie Ibru. A forensic audit was conducted by Deloitte Nigeria and submitted in 2019.
“Despite their interim role, both directors remained on IHP’s board for over eight years and extended their influence to TCN and Capital Hotels Plc. This overreach lacks legal and shareholder mandate,” the statement read.
TCN highlighted repeated governance lapses allegedly facilitated by the company secretary, OOT Nominees Ltd., which it says is owned and controlled by Idigbe and his wife. The firm accused the secretary of bypassing board resolutions, shielding the two directors from mandatory retirement at AGMs, and issuing misleading communications.
“Minutes were doctored, board meetings misrepresented, and recordings withheld from directors. These are clear signs of compromised governance,” TCN alleged.
Following tensions during an emergency board meeting on July 22, a motion was passed by five out of seven board members to remove Chief Idigbe as Chairman. Erejuwa Gbadebo was appointed Acting Chair, but OOT Nominees reportedly refused to reflect the change in company records.
TCN said it acted within its legal rights, citing a court order (Suit No. FHC/L/MISC/760/2025) which stayed SEC’s regulatory directives and affirmed shareholders’ rights to restructure the board.
“Section 289 (4) of CAMA authorises directors to elect a Chairman. Idigbe was not removed as director, only as Chair,” the statement clarified.
Gbenga Biobaku & Co. has since been appointed acting company secretary, replacing OOT Nominees Ltd., pending full resolution of the dispute.
While defending its actions, TCN reiterated its willingness to engage constructively with regulators. “We urge the SEC to uphold the rule of law and support truth-based corporate governance. The board acted within its rights and in compliance with valid court orders,” the statement concluded.
This high-profile dispute underscores growing concerns about corporate governance in Nigeria’s publicly traded companies and the role of regulatory bodies in managing board-level conflicts. The TCN-SEC faceoff may serve as a test case for the extent of regulatory powers and shareholder rights under the Companies and Allied Matters Act (CAMA) 2020.
Industry analysts are closely watching how this saga unfolds, especially as it may impact investor confidence and transparency in Nigeria’s capital market.