ANALYSIS OF THE LAW ON COMPANY MEETINGS IN CONTEMPORARY CORPORATE GOVERNANCE IN NIGERIA

CHAPTER ONE GENERAL INTRODUCTION

Background to the Study

Meetings, are undoubtedly the primary communicative practice of humanity, particularly institutions and groups. It is used to accomplish goals, disseminate vital information and solve problems. It gives opportunity for social contracts  and development of inter-personal relationships. Families, schools‟ management, town leadership, grass root movement, Governmental department, organisational councils and even the legislative and executive arms of the Government, all function through the mechanism of meetings. Thus, meetings cut across every facet of life and from the foregoing; it shows that there are different kinds of meetings that can be convened.

This work is principally concerned with meetings conducted by incorporated companies. Meetings conducted by companies are governed by law or regulations relating to the convening and conduct of the meetings and ancillary matters. In Nigeria, the meetings of incorporated companies are governed by the Companies and Allied Matters Act¹ hereinafter referred to as the CAMA.

Company meeting, is an indispensable tool of corporate governance. It is meant to be a key instrument for the protection of investors (shareholders and creditors) and the means by which members tame the activities of overzealous and recalcitrant or corrupt directors and officers of the company. Thus, it is the most viable means of improving the management of a company. The importance of meetings in the affairs of the company is indeed very central in corporate Governance. At pre-incorporation, the promoters or members need to meet, discuss and arrange how to set up a company.

First, the members must agree on the company‟s charter of operations, the name of the company, registered office, objects or businesses for which the company is incorporated, status, the authorised share capital, the fact of association and the extent of members‟ interest in the company. These will be lucidly spelt out in the company‟s Memorandum of Association.The members, at this stage, must also work out the internal regulation of the company. The members must meet to resolve on the classes of shares, alteration of capital, meetings, voting, seal, notices, number of directors, borrowing power of the company, proceedings at directors‟ meeting, the company‟s bankers, winding up etc. This inter-alia will form the contents of the company‟s Articles of Association. The Articles and memorandum of Association constitute the company‟s constitutional documents and define the entire field of the company‟s operation.

As a going concern, the company‟s charter or its very existence can be abrogated, altered or modified by a resolution of the members at the company‟s meeting.