Cutix Plc has cancelled its Extra-Ordinary General Meeting (EGM) earlier scheduled for Wednesday, November 27, 2024, in Anambra State.
The cancellation of the special shareholders’ gathering was due to the resignation of Dr. Chidozie Nsoedo as a member of the company’s board.
Cutix, which is in the business of electronic cable production, had earlier announced its intention to hold an EGM to remove Nsoedo from the board as he no longer controls at least a 10 per cent stake in the organisation.
In the notice filed to the Nigerian Exchange (NGX) Limited last month, the firm said it was planning the meeting, “To remove Dr Chidozie Nsoedo as a Director of Cutix Plc following the depletion of the required minimum aggregate of 10 per cent shares of the company that qualified him as a director of Cutix Plc to represent Mr Samuel Nsoedo and R.C Onyeje & Co on the board under Section 83(1) of the Articles of Association of the company.”
But before the meeting, Nsoedo tendered his resignation from the board with effect from Thursday, November 14, 2024, forcing the firm to cancel the EGM.
“Notice is hereby given that the EGM of Cutix Plc earlier scheduled to hold on Wednesday, November 27, 2024, at 11.00 am at the company’s head office, 17 Osita Onyejianya Street, Umuanuka, Otolo Nnewi, Anambra State has been cancelled.
“The cancellation is necessitated by the fact that the first item has now been overtaken by events since the director in question, Dr Chidozie Nsoedo, has voluntarily resigned from the board of Cutix Plc effective from November 14, 2024.
“The board has resolved to accept his resignation as well as to defer the second item on the agenda to the next Annual General Meeting (AGM),” the statement issued on Tuesday and signed by the company’s scribe, Okeke Augustina, stated.
However, Nsoedo in a detailed statement outlining his reasons for resigning from the company’s board made available exclusively to NewsNGR said his resignation follows contentious efforts to remove him from his position, which he claims violate the company’s Memorandum and Articles of Association (MERMART) and ethical standards.
Nsoedo, who served on the board since 2018, was re-elected unanimously by shareholders at the company’s 41st Annual General Meeting (AGM) on August 30, 2024, for a three-year term.
However, an Extraordinary General Meeting (EGM) agenda proposed his removal, citing the depletion of shareholding representation below the required 10 per cent threshold.
Nsoedo disputed this basis, arguing that no provision in the MERMART explicitly supports such a disqualification during a director’s tenure.
Nsoedo in the statement cited Article 96(2) of the MERMART, which guarantees a director elected at the AGM a three-year term before re-election. He asserts that this provision safeguards directors from removal based on fluctuating shareholdings during their term.
According to him, article 83(1) of the MERMART allows shareholders with at least 10 per cent ownership to appoint a director but does not mandate removal if their stake falls below that level.
Furthermore, Article 83(2) permits directors to serve without any personal shareholding, provided they bring valuable skills or experience to the board.
Following the execution of the will of Chief R.C. Onyeje, founder of RC Onyeje & Co., the company’s shares were redistributed among his heirs, reducing Nsoedo’s representative shareholding from 12 per cent to 7 per cent.
Despite this, Nsoedo argued that his substantial 7 per cent holding exceeds the 4 per cent threshold required for board representation.
The EGM proposed two resolutions: removing Nsoedo based on depleted shareholding and amending the MERMART to enforce automatic disqualification for directors under such conditions. Nsoedo criticized these resolutions as baseless and retroactive attempts to justify his removal.
He labeled the actions against him as unfair, unethical, and a contradiction of Cutix Plc’s commitment to corporate governance, emphasizing that a director cannot be removed based on provisions that do not exist or that contradict established rules.
Faced with what he described as an unjust campaign to undermine his tenure, Nsoedo tendered his resignation on November 14, 2024. He expressed hope for improved governance at Cutix Plc and left open the possibility of rejoining the board in the future under favorable circumstances.