The principle of board accountability lies at the heart of good corporate governance. In Nigeria, the Securities and Exchange Commission (SEC), as the apex regulator of the capital market, plays a central role in upholding this principle. It ensures that boards of public quoted companies act in the best interests of shareholders and operate within a framework of transparency, fairness, and legality.

However, recent developments involving the Tourist Company of Nigeria (TCN) Plc have reignited critical debates around the limits of boardroom power, the sanctity of regulatory oversight, and the fine line between shareholder activism and corporate lawlessness. Specifically, the actions of majority shareholders attempting to circumvent ongoing regulatory supervision by the SEC constitute not merely a breach of corporate governance principles but a systemic threat to regulatory authority and market integrity.

In particular, the alleged convening of a clandestine Annual General Meeting (AGM), the effecting of unauthorised board changes, and the purported nullification of SEC-appointed directors call into question the level of institutional maturity and boardroom discipline. If left unchecked, such actions risk normalising impunity and sending a troubling message to market participants: that regulatory oversight is selectively enforceable.

While the SEC’s intervention was both prompt and commendable, this incident also raises deeper questions. Could regulatory lapses have enabled this breach? A closer look suggests that several weaknesses such as limited real-time enforcement mechanisms, inadequate monitoring of AGM activities, and delays in court-backed regulatory sanctions may have created room for these infractions to occur.

Moreover, the continued reliance on post-facto interventions, rather than proactive oversight, reveals persistent gaps in the regulatory framework. Therefore, enhancing the SEC’s surveillance capacity and fostering stronger collaboration with the Corporate Affairs Commission (CAC) could be instrumental in closing these gaps.

Importantly, Nigeria is not alone in grappling with such boardroom struggles. Globally, similar episodes have triggered significant reforms. For instance, in 2021, Toshiba Corporation, a major Japanese multinational conglomerate shareholders revolted against the board for  colluding with Japan's trade ministry to pressure shareholders regarding their votes on the appointment of directors. The fallout resulted in board resignations and increased scrutiny on shareholder rights, prompting regulatory reforms aimed at bolstering transparency in board decisions.

From this example, Nigeria can draw a valuable lesson: the need for continuous director education, proactive enforcement, and comprehensive regulatory reform. Rather than merely reacting to misconduct, Nigerian regulators must anticipate it using data analytics, whistleblower systems, and risk-based surveillance to detect early warning signs.

Fortunately, the Nigerian Code of Corporate Governance 2018 offers a solid foundation for building resilient governance. It outlines clear expectations for ethical leadership, board composition, stakeholder engagement, and regulatory accountability. Specifically, Principles 1 through 7 emphasize the importance of well-structured boards, clear roles and responsibilities, transparency in board appointments, and stakeholder inclusiveness.

In the TCN case, the deliberate exclusion of minority shareholders from the impromptu meeting does not only violate these principles but also contravened the Companies and Allied Matters Act (CAMA), which guarantees shareholders the right to adequate notice, fair representation, and lawful corporate procedures.

Additionally, Principle 10 of the NCCG, which stresses ethical conduct and accountability, was blatantly undermined. By operating outside the regulatory framework and withholding full disclosure, the involved actors acted contrary to the expectations that directors should uphold integrity, fairness, and respect for stakeholder rights.

Consequently, when board members or shareholders bypass protocols and act unilaterally, the credibility of the capital market is diminished and investor confidence is shaken. In this context, the SEC’s decision to declare the outcome of the illegitimate AGM “null and void” was not only justified but also necessary to reaffirm its regulatory authority and protect minority shareholder interests.

This response is consistent with Principle 14 of the NCCG 2018, which mandates the fair treatment of all shareholders, irrespective of the size of their holdings. Hence, the TCN episode serves as a cautionary case study on the consequences of undermining governance norms.

Indeed, corporate boards must go beyond mere legal compliance; they must practice ethical vigilance. A board is not just a custodian of shareholder interests it is a steward of corporate integrity. Thus, attempts to seize control through irregular channels must be seen for what they are: power grabs, not legitimate transitions.

The aftermath of this voided boardroom coup offers a critical teachable moment. Directors must understand that regulatory compliance is not optional; it is a fundamental obligation. As emphasized throughout the NCCG 2018, companies must operate in alignment with applicable laws and regulatory directives.

Particularly during periods of regulatory intervention, directors must tread with heightened caution. Disregarding SEC directives or circumventing statutory procedures not only attracts sanctions it damages public trust and taints corporate reputation. More importantly, such misconduct undermines due process, which is not a mere legal formality but the backbone of shareholder democracy.

Bypassing AGMs, altering board composition without proper notice, or passing resolutions in secrecy dismantles the very democratic ethos of corporate governance. Principle 1 of the NCCG reminds us that board structures must be transparent, inclusive, and properly constituted. Any deviation especially covert manipulations erodes the legitimacy of board authority.

Equally important is the pillar of transparency. Trust in corporate leadership is built not by chance but through consistent disclosure, open communication, and adherence to governance protocols. When directors operate in secrecy, or when shareholders are left uninformed, suspicion and instability inevitably follow.

In today’s digital age, where real-time information is standard, the deliberate withholding of material information borders on malpractice. Moreover, the TCN incident underscores the critical importance of protecting minority shareholders a group often marginalized during boardroom disputes.

At the heart of this matter is also boardroom ethics. Directors are not only fiduciaries; they are also moral stewards. Ethical conduct is not a discretionary virtue it is an imperative. Principle 12 of the NCCG mandates the institutionalization of ethical leadership and corporate culture. It urges companies to establish enforceable codes of ethics and ensure adherence at all levels.

Furthermore, in the TCN case the ethical lapses were as concerning as the procedural violations, signaling the urgent need for introspection within leadership circles. To prevent future infractions, the regulatory and corporate ecosystem must consider structural reforms.

Firstly, the SECs enforcement powers must be enhanced to allow for swift and decisive actions. Timely sanctions both punish and deter, reinforcing the message that corporate misconduct will not go unchallenged.

Secondly, mandatory governance audits should be introduced for listed companies, especially those previously sanctioned. These audits would provide insight into the company’s ethical climate and compliance status, enabling early detection of red flags.

Thirdly, embracing technology can significantly improve transparency and shareholder engagement. Firms should be mandated to maintain digital platforms that support real-time notifications, AGM alerts, voting reminders, and instant disclosures. Such IT-driven measures align with the NCCG’s emphasis on using secure and reliable technology for decision-making and communication.

Moreover, continuous director education must be institutionalized. Governance is a dynamic domain, evolving with changes in regulation, technology, and public expectations. Therefore, periodic training as recommended in the NCCG is essential to keep directors informed and proactive.

Ultimately, the TCN issue transcends a mere power tussle it questions the very sanctity of Nigeria’s corporate governance environment. In a well-regulated market, no board regardless of its ownership structure is above the law.

What transpired at TCN was not an internal misunderstanding. It was a direct affront to the principles that underpin the nation’s capital market. If such lapses are not addressed with urgency and decisiveness, investor confidence will erode, and the integrity of the market will be severely compromised.

Therefore, a unified message must echo across boardrooms, shareholder meetings, and regulatory corridors: Power must be exercised with legality, guided by accountability, and tempered by restraint. When authority is seized instead of entrusted, when governance is reduced to manipulation rather than upheld as stewardship, and when personal ambition overrides principles of justice and fairness we do not witness a power shift; we witness a brazen power grab.

Such power grabs have no place in a 21st-century economy that aspires to transparency, inclusion, and institutional integrity.

Research & Advocacy Unit,