Oando PLC, a prominent Nigerian energy company, held its 44th Annual General Meeting (AGM) on November 6, 2023, a significant event for shareholders and stakeholders. During this AGM, several critical resolutions were passed, and discussions revolved around the company’s path forward. In this comprehensive report, we delve into the outcomes of the meeting, highlighting key decisions and their implications.
The 44th AGM of Oando PLC witnessed a series of crucial decisions made to shape the future of the company. These resolutions touch upon various aspects of the company’s operations and governance. Let’s break them down:
At the heart of every AGM are the financials. Oando’s shareholders received and acknowledged the 2020 and 2021 Audited Financial Statements, setting the stage for discussions on the company’s financial health.
BDO Professional Services was re-appointed as the company’s auditors. They will oversee the audit of Oando’s financial statements for both the year ended December 31, 2022, and the year ending December 31, 2023, effectively holding this office until the next AGM. The decision to reappoint BDO reaffirms a continued partnership in ensuring the company’s financial transparency.
Three directors, who retired by rotation, were re-elected as Directors of Oando PLC. These directors include:
This re-election reflects shareholder confidence in the leadership and governance of the company. The board will continue to benefit from the expertise and experience of these seasoned directors.
The Audit Committee plays a crucial role in ensuring financial transparency and accountability. The following individuals were elected as members of the Audit Committee for the 2022 and 2023 accounts:
In addition, two Directors were appointed to represent the Board on the Audit Committee:
The Audit Committee will continue to oversee financial reporting and auditing processes, promoting trust and integrity in Oando’s financial operations.
The remuneration of non-executive directors is an important element of governance. Oando’s shareholders approved a remuneration structure for the non-executive directors. This includes ₦5,000,000 per annum for the Chairman and ₦4,000,000 each per annum for all other non-executive directors. These fees will be in effect from January 1, 2022, to December 31, 2023, and will be payable quarterly in arrears.
This decision ensures that the company can attract and retain qualified non-executive directors while aligning the compensation with industry standards.
Shareholders granted a general mandate, allowing Oando to engage in transactions with related parties or interested persons for goods, services, financing, and other necessary incidental transactions. These transactions should be on normal commercial terms, consistent with the company’s Transfer Pricing Policy. The AGM also ratified any transactions in this category entered into before the meeting.
This mandate enables Oando to conduct its day-to-day operations efficiently and in compliance with regulations.
In compliance with Section 124 of the Companies and Allied Matters Act 2020 (CAMA) and Companies Regulation 2021, the AGM approved the cancellation of all unissued ordinary shares of the company. This decision streamlines the share capital and enhances financial efficiency.
Furthermore, the Board of Directors was authorized to take all necessary steps to implement the cancellation, including appointing professional parties, consultants, and advisers, while complying with regulatory directives.
As a consequence of the cancellation of unissued shares, the Memorandum and Articles of Association will be amended to reference only the issued shares in the share capital. This ensures that the company’s legal framework is consistent with its financial structure.
These resolutions lay the foundation for Oando PLC’s future operations and governance. Let’s examine the implications of these decisions and consider the path ahead for the company.
Re-appointing BDO Professional Services as auditors is a strong signal of Oando’s commitment to financial transparency. It ensures that independent oversight of the company’s financial statements remains in place, instilling confidence in shareholders and potential investors.
The election of members to the Audit Committee is equally significant. This body plays a critical role in safeguarding financial integrity and ensuring adherence to auditing standards. Their work will continue to be vital in maintaining Oando’s reputation for financial responsibility.
The re-election of three directors signifies the shareholders’ trust in the existing leadership. These directors bring valuable experience and expertise to the board, contributing to the company’s strategic direction.
The appointment of Directors to represent the Board on the Audit Committee strengthens the link between governance and financial oversight. Their involvement ensures that financial matters are aligned with the broader governance framework.
The approval of remuneration for non-executive directors sets clear guidelines for compensation, aligning with industry standards. This decision promotes fairness and transparency in governance and compensation practices. It also helps in attracting top talent to serve as non-executive directors.
The general mandate authorizing transactions with related parties or interested persons streamlines Oando’s day-to-day operations. It provides the flexibility to engage in necessary transactions while maintaining commercial terms. This mandate is essential for the smooth functioning of the company.
The cancellation of unissued shares and amendments to the Memorandum and Articles of Association reflects a commitment to optimizing the company’s financial structure. It streamlines the share capital and ensures that the legal framework is consistent with the company’s financial reality.
The successful passing of these resolutions at the 44th AGM underscores the confidence shareholders have in Oando PLC. It also sends a positive message to potential investors and stakeholders. A stable and well-governed company is an attractive proposition for those looking to invest in the energy sector.
As Oando continues to navigate the dynamic energy landscape, these resolutions provide a strong foundation for growth and sustainability. The company’s commitment to financial transparency, governance, and efficiency positions it well for the future.
Oando PLC’s 44th AGM showcased a commitment to financial transparency, governance, and operational efficiency. The resolutions passed at the meeting reflect the company’s dedication to its shareholders and stakeholders. As Oando forges ahead in the ever-evolving energy sector, these decisions will play a pivotal role in shaping the company’s future.
The reappointment of auditors, re-election of directors, approval of remuneration, and the general mandate for transactions all contribute to a strong governance framework. The cancellation of unissued shares and related alterations align the company’s financial structure with its legal framework.