SLBA Contests NIB Directive Regarding Annual General Meeting

SLBA Contests NIB Directive Regarding Annual General Meeting

The Sierra Leone Bar Association (SLBA) has formally contested a directive from the National Investment Board (NIB) regarding the mandate to hold its Annual General Meeting (AGM). The dispute centers on an application under Section 185(4) of the Companies Act, 2009, concerning the association’s compliance with meeting requirements.

The SLBA contends that while the NIB is statutorily authorized to direct an AGM in cases of default, the current directive oversteps that authority. The association argues that the Board lacks the legal power to adjudicate internal governance disputes, influence election procedures, or issue binding determinations that mirror judicial orders.

Furthermore, the SLBA has raised due process concerns, asserting that its directors were denied a fair hearing before the directive was issued, and emphasized that all regulatory actions must uphold principles of natural justice and constitutional safeguards.

Citing Article 11 of its Articles of Association, the SLBA maintains that AGMs are permissible within a 15-month window of the previous meeting, noting that similar adjustments were made as recently as 2024. Consequently, the association has formally requested the suspension of the directive, pending an opportunity to present its case.

The SLBA has reserved its right to challenge the NIB’s decision as ultra vires in the High Court, though it expressed a continued willingness to engage constructively.

In response, the NIB clarified that its role is strictly limited to ensuring compliance with the Companies Act rather than interfering in internal governance. The Board characterized its directives as compliance measures rather than adjudicatory rulings, emphasizing that it does not intend to appoint election committees or exercise judicial authority.

The NIB has urged the SLBA to proceed with the AGM process while encouraging internal resolution, highlighting a broader ongoing legal debate regarding the scope of regulatory authority in corporate governance enforcement.

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