GTBank to hold annual general meeting by proxies – Nigeria’s largest financial institution, Guaranty Trust Bank (GTBank) Plc, has secured regulatory approval to conduct its Annual General Meeting (AGM) through the use of proxies by shareholders. GTB had scheduled to hold its AGM in Lagos on March 30.
The rules on proxy allow shareholders to appoint personal representative or to appoint the chairman of the board or any presiding official or any of the directors of a company to act for them.
The rules also allow shareholders to vote on the agenda or resolutions of the meeting ahead of the meeting date by indicating their vote on the proxy form.
In a regulatory filing yesterday, the board of GTB indicated that it has secured the approval of the Corporate Affairs Commission to conduct its AGM by the means of attendance by proxy to minimise social contact and to allow the bank complies with restrictions on public gathering by the Lagos State Government.
The attendance by proxy also takes into consideration the provisions on quorum for the meeting, as quorum can be achieved either by physical attendance or by proxy.
The bank stated that the option of attendance by proxy was due to the need to protect shareholders and other stakeholders against the health hazards arising from the Covid-19 pandemic while avoiding disruption to the operations of the bank.
According to the bank, as a result of the pandemic, there have been global directives to adopt social distancing measures, leading to national and state governments placing restrictions on public gatherings, meetings and movements. In Lagos State, which is the venue of the AGM, the government has banned public gatherings of more than 25 people.
“In view of the legal framework and corporate actions predicated on the AGM, such as payment of dividend, election of audit committee members, the filing of annual returns and approval of the fees of external auditors, which actions will remain in abeyance if the AGM is postponed or cancelled, your company engaged the regulators with a view to finding a solution that would balance the compliance with regulatory framework and minimise health hazards that could be exacerbated by such large gatherings,” GTBank stated.
Under the attendance by proxy method, shareholders are encouraged to appoint proxies to represent them at the meeting, as the company as a law-abiding corporate citizen, will only allow the number of people as permitted for social or public gatherings as at the date of the meeting.