…Calls for Alignment with SEC, Business Facilitation Act Ahead of AGM

LAGOS — A shareholder of NASD Plc, Moriamo A. Adelabu, has called on the company’s Board of Directors to review the tenure of some of its long-serving members in light of recent regulatory changes introduced by the Securities and Exchange Commission (SEC) and the Business Facilitation Act (BFA) 2023.

In a letter submitted ahead of NASD Plc’s forthcoming Annual General Meeting (AGM), Adelabu referenced a July 1, 2025, circular by the SEC which limits the tenure of directors in public companies to a maximum of 10 years. The circular, which took immediate effect, states: “Directors may serve a maximum of ten (10) years within the same company… All years already served count toward these limits.”

The shareholder noted that a few current directors, including the Board Chairman, Mr. Kayode Falowo, have served for over a decade. He urged the Board to conduct a compliance review in line with the directive, emphasizing the importance of corporate governance in a public and self-regulatory organization like NASD Plc.

Adelabu also pointed to provisions in the Business Facilitation Act 2023, which amended Section 275(1)(b) of the Companies and Allied Matters Act (CAMA). The law requires that at least one-third of the directors of a public company be Independent Non-Executive Directors (INEDs). According to him, the company’s current board structure may not fully reflect this requirement.

“The goal is not to undermine the Board’s leadership, but to encourage full compliance with current regulations and ensure the company is insulated from unnecessary risks,” the shareholder wrote.

He further suggested that the Board: Disclose the tenure and compliance status of all directors. Engage independent legal and governance consultants. And Review and, where necessary, adjust board composition in line with regulatory requirements.

Adelabu also advised that any recent Board actions taken since the issuance of the SEC directive be carefully reviewed to ensure compliance.

As of the time of filing this report, NASD Plc had not officially responded to the shareholder’s letter. The AGM is scheduled to hold in the coming weeks.