The Tourist Company of Nigeria has affirmed its right to remove Anthony Idigbe, SAN, and Abatcha Bulama as directors from its board and OOT Nominees Limited as company secretary.

This was disclosed in a statement made available to The PUNCH on Wednesday.

The Securities and Exchange Commission on Monday disowned the resolutions made at the Annual General Meeting of TCN Plc, warning that any resolutions passed at the meeting are null and void. At the meeting, shareholders voted in favour of the re-election of the Chief Executive Officer of The Guardian Newspapers Limited, Mr. Toke Alex Ibru, and they resolved that the former Chairman of the Board, Anthony Idigbe, should retire and not be re-elected as a non-executive director. A similar decision was taken regarding Bulama, among other resolutions.

Reacting to the SEC statement, the firm claimed that the regulator had been misled as to the status of the duo of Idigbe and Bulama, alleging that they were never appointed to the board of the company by the SEC.

The statement read, “Recent attempts by certain interim directors of Ikeja Hotel Plc, Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama, to retain control of the board of TCN without any equity stake in the company have raised serious governance and legal concerns. Both individuals were originally appointed for a limited term and have exceeded their mandate without shareholder approval.

“Let it be made clear that TCN is not under any regulatory action of the SEC; neither was an interim board appointed by the SEC for TCN, nor were either Chief Anthony Idigbe, SAN, or Alhaji Abatcha Bulama in any way appointed onto the board of TCN by the SEC, a fact admitted by both Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama in a witness statement filed on their behalf in Suit No: FHC/L/CS/858/2023 between Oma Investments Limited v. Tourist Company of Nigeria PLC & 9 Ors.

TCN said that in 2015, Idigbe and Bulama were appointed as interim directors for three months at Ikeja Hotel Plc under a settlement agreement overseen by the Securities and Exchange Commission.

The company said that the letters of appointment of both Idigbe and Bulama to the board of directors of Ikeja Hotel Plc read, “As part of our regulatory oversight and intervention, the Commission is pleased to inform you that you have been appointed as interim independent non-executive director of the interim board of Ikeja Hotel Plc for a period of three months in the first instance.’ The two directors are to oversee the conduct of a forensic audit of Ikeja Hotel Plc and its investee companies.”

TCN, a company majority-owned by the Alex Ibru family, said that their appointments were made based on a settlement agreement in which the SEC was invited to make the appointments and engaged an audit firm to conduct a forensic audit. The settlement was to resolve a dispute that ensued following allegations of financial impropriety raised against Mr. Goodie Ibru. The forensic audit of IHP was conducted by Messrs Deloitte Nigeria. The report was submitted to the SEC on 14 December 2019.

It was revealed that despite their temporary mandate, the two directors have remained on the board of IHP for over eight years, and it was IHP that nominated them to the board of TCN.

“In addition, neither Idigbe nor Bulama were ever appointed by the SEC to the boards of TCN or Capital Hotels Plc (CHP); they were nominated to both boards by IHP. However, they continue to claim SEC authority over these two companies,” read part of the statement.

This is contrary to the claims of the SEC, which said that it intervened in TCN and appointed two interim independent directors, aimed at preserving the company’s status as a going concern and safeguarding the interests of all shareholders, particularly minority investors.

Concerning the company secretary, TCN accused OOT Nominees Limited of issuing misleading communications exempting Idigbe (which they said is its owner) and Bulama from retirement at AGMs, authoring minutes that did not reflect board deliberations, and refusing to provide board meeting recordings to directors, even when asked in writing.

TCN stated, “With the compliance of the company secretary, Messrs. OOT Nominees Ltd. (formerly Punuka Nominees Ltd.), a limited liability company whose two owners and directors are Chief Anthony Idigbe, SAN, and his wife, Mrs. Elizabeth Idigbe, neither Chief Idigbe nor Alhaji Bulama was subjected to the mandatory requirement of retiring 1/3 of the Board of Directors at every Annual General Meeting and for the retired directors to present themselves for re-election, on the basis that they were ‘SEC appointed directors,’ despite having signed agreements subjecting themselves to AGM re-election.

“Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama’s appointments to the board of TCN were confirmed in a letter dated 18 January 2019.”

The company added that the directors were distressed by the actions of the company secretary and voted to suspend them.

“To them, this highlighted again the poor governance issues associated with having essentially the same person act as chairman and then as company secretary through a company he controls. It was also this affront to the board that led to board members at the last emergency board meeting of 22 July 2025 insisting that meeting links generated by TCN be used rather than those sent by Chief Anthony Idigbe, SAN’s company secretarial company, OOT. At this point, Chief Anthony Idigbe, SAN, attempted to overrule all valid requests by the board and acted in a rude and threatening manner to his fellow directors, and especially to the two female directors, whereupon a motion was validly moved to remove Chief Idigbe as Chair of the Board; five out of seven directors voted for his removal,” the statement indicated.

Not done, the board appointed Erejuwa Gbadebo as acting chairman.

TCN said that “When the Company Secretary was requested by the Board to summarise what had transpired, she gave a biased account to the effect that Mrs. Erejuwa Gbadebo had appointed herself as Chairman, again highlighting the inherent conflict of interest inherent in the company secretary being a subordinate of the erstwhile Chairman.

“It is worth noting that directors of a company are authorised by Section 289 (4) of CAMA to appoint one of them as chairman and to determine the duration of his tenure. Idigbe was not removed as director at the said emergency meeting.”

It was based on this situation that the company secretary was suspended and the firm of Gbenga Biobaku & Co. was appointed as acting company secretary

TCN also indicated that there was a lawsuit (No. FHC/L/MISC/760/2025) before the Federal High Court in Lagos, which has suspended and/or stayed the said regulatory orders and restrained SEC from making further regulatory orders against TCN and Ikeja Hotel, interfering with the running and operations of the companies by their directors and shareholders, and interfering with the rights of shareholders to retire 1/3 of the board of directors and present the said retired directors for re-election at AGMs of the companies pending the hearing and determination of the substantive application for judicial review of the SEC’s Findings and Directives ’on the forensic audit from 2019.

It maintained that it was based on the lawsuit that it went ahead to hold its last AGM.

TCN said that it remains a law-abiding corporate entity committed to upholding shareholder rights, regulatory transparency, and sound corporate governance.

“We, therefore, call on the SEC, having been apprised of the true set of facts, to recognise that the Board has acted within its rights and abided by valid court orders, to work constructively with the Board to support corporate governance based on truth, law, and due process,” it concluded.