Financial Reporting and Ethics - The Institute of Chartered ...

FINANCIAL REPORTING AND ETHICSMemorandum of Satisfaction (Section 204)When the debt secured by the charge has been paid, partly or in whole,the Commission may enter on the register a memorandum of satisfactionto that effect.7.5.15 Meeting and Proceedings of Companies (Section 211 - 243)The decisions of a company are generally taken at the meetings of itsmembers which constitute primary organ.Types of MeetingsThese may be briefly highlighted, as follows:(a) Statutory Meeting (Sections 211)Section 211 provides that every public company shall, within aperiod of six months from the date of its incorporation, hold ageneral meeting of the members of the company, known as “theStatutory meeting”. The directors shall, at least twenty- one daysbefore the day on which the statutory meeting is held, forward toevery member of the company statutory report.The statutory report, which shall be certified by not less than twodirectors or by a directors and the Secretary shall state:(i)(ii)(iii)(iv)(v)(vi)(vii)The total amount of cash received by the company inrespect of all the shares allotted, the total number ofshares allotted;The names, addresses and descriptions of the directors,auditors, managers and secretary of the company;Particulars of any pre-incorporation contract;Any underwriting contract that has not been carried outand the reason;The arrears on calls due from every directors;Particulars of any commission or brokerage paid or to bepaid; andNon – compliance with the above shall be an offence andshall attract a fine of N50for every day during which thedefault continues.(b) Annual General Meeting (AGM) (Section 213)This is for both private and public companies.The first must be held within 18months of the company’sincorporation and not more than 15 months should elapsebetween the date of one AGM and the next. It is held annually todiscuss, amongst others, the following:160