Corporate Governance Framework
Dangote Cement regularly reviews its Corporate Governance Framework to ensure that:
- the governance practices accurately reflect the Company’s business and structure;
- the governance framework sets out and reinforces the Company’s values;
- risk and assurance processes are a robust and integral part of the governance framework; and
- the framework reflects best governance practices and complies with applicable regulations.
The Board’s activities are goverened by 22 policies:
Anti-Bribery and Corruption Policy
This sets out the Group’s anti-corruption policy and is part of the overall Anti-Fraud Compliance Programme. It aims to align with all relevant acts, codes, laws, guidelines, policies, etc. designed to prevent, detect and respond to issues of corruption and bribery.
The policy demonstrates the Company’s zero tolerance for all forms of fraud including but not limited to bribery, corruption, asset misappropriation and financial statement fraud.
The Company has established a robust Anti-Fraud Programme that sets out the following:
- anti-fraud awareness and communication strategies;
- fraud and corruption prevention mechanisms;
- fraud and corruption detection mechanisms;
- fraud response mechanisms; and
- enforcement initiatives and sanction grid.
In addition, we established an Anti-Fraud Management Committee to implement the Anti-Corruption Programme and to report fraud and misconduct-related issues to the Group CEO and the Board Audit, Compliance and Risk Management Committee.
Board Appointment Policy
This policy sets out the standards for the appointment of the Directors and aims to achieve a balance of experience, knowledge and skills amongst its Directors.
Board Development Policy
This policy seeks to institutionalise training and continuous development of the Directors of Dangote Cement.
Board Evaluation Policy
This policy provides a systematic and ongoing method of assisting Board members in the assessment of the Board’s scope of operation, responsibilities and effectiveness.
Board Remuneration Policy
This policy reflects the Group’s desire to sustain long-term value creation for shareholders and aims to attract and retain people with integrity, ability, skill and experience to deliver the Group’s strategy.
Communication Governance Policy
This establishes guidelines for communication of general and price-sensitive information about the Company to the investors, the media, the public and other stakeholders in line with any regulatory requirements that may apply to such communication.
Conflict of Interest / Related Party Transaction Policy
This provides a framework to identify, disclose and manage actual and perceived conflicts of interest.
Directors’ Code of Conduct Policy
The Board has adopted a Code of Conduct Policy for Directors.
This sets out the standards that each Director is expected to adhere to while conducting his/her fiduciary duties. This Code is intended to focus the Board and each Director on areas of ethical risk, provide guidance to Directors to help them recognise and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability on the Board.
Directors are expected to adhere to this Code while conducting their fiduciary duties. During the year, all Directors attested to their compliance with the provisions of this Code.
Insider Trading Policy
Dangote Cement is guided by a strong commitment to maintain the integrity of its business dealings. The Board has established an Insider Trading Policy designed to prohibit the purchase and sale of Dangote Cement shares or securities on the basis of potentially price-sensitive information that is not yet in the public domain. This is in line with Section 315 of the Investment and Securities Act (ISA) 2007 and the SEC Rules and Regulations.
The Insider Trading Policy provides Directors, Officers and employees of Dangote Cement with guidelines regarding trading in shares or securities of the Company. The Company issues a “close period” notification to all relevant staff, Directors and entities at least two weeks prior to the anticipated date of a Board meeting where non-public information or other information capable of impacting the shares or securities of the Company is to be discussed. This close period lapses 24 hours after the information is made public in line with the Nigerian Stock Exchange (NSE) rules.
Board Reporting Framework
This provides guidance on information to be provided by Senior Management to the Board and Board Committees, to aid the discharging of their roles and responsibilities in line with their respective charters and leading practices, throughout the course of the year.
Annual Agenda Cycle
This represents the minimum agenda to be considered by the Board and Board Committees at any point in time during the year considering the current information needs of the Board. Additional matters requiring the Board’s attention may be added during the year.
Board Tenure Policy
This outlines the criteria for ensuring the periodic rotation and appointment of Board members in order to retain valuable skills, maintain continuity of knowledge and experience and introduce people with new ideas and expertise.
Group Executive Committee Charter
This Charter governs the operations of the Group Executive Committee (ExCo) of Dangote Cement Plc.
Subsidiary Governance Framework
This articulates the structures, policies and processes that will assist the Board of Directors in the governance and control of subsidiary companies, with the goal of enhancing its shareholder value and achieving the Company’s vision, strategic objectives and business goals.
Succession Planning Policy
This policy describes the process of identifying, assessing and developing successors for critical positions in the Company.
The focus of this policy is to ensure that highly qualified people are available to fill vacancies at Executive Management level within the Company, as and when needed. It seeks to avoid hasty decision making or the creation of vacuums when vacancies arise in key management positions.
Complaints Management Policy
This policy has been designed in line with the requirements of the SEC’s Rules Relating to the Complaints Management Framework of the Nigerian Capital Market. It defines a transparent procedure for receiving, responding to, monitoring and resolving complaints and enquiries from shareholders of Dangote Cement in a timely and efficient manner.
The policy enables shareholders of Dangote Cement to direct any complaints or enquiries to the Registrar (United Securities Limited, 10, Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria; firstname.lastname@example.org) or to the Company Secretary (Dangote Cement Plc, Union Marble House, 1 Alfred Rewane Road, Ikoyi, Lagos (email@example.com), depending on the nature of the complaint.
It is our policy to acknowledge complaints within 24 hours of receipt and communicate the final resolution to the complainant within ten business days of receiving the complaint.
Executive Management Remuneration Framework
This policy seeks to create a strong link between performance and reward by providing a variable/at risk element of Executive remuneration that focuses on performance over a period of one year. It is designed to encourage and stimulate enhanced performance among Senior Executives so as to increase the short and long-term profitability of the Company.
Whistle Blowing Policy
At Dangote Cement, we continually strive to create a work environment where employees, contract workers, vendors, service providers, customers and other stakeholders have the opportunity to make confidential disclosures on misconduct, irregularities or malpractice, without fear of harassment and/or victimisation and with the assurance that their concerns will be taken seriously and investigated, and appropriate action will be taken.
In line with Section 32 of the SEC Code and international best practice in corporate governance, the Board has established a Whistle Blowing Policy to enable staff, in confidence, to raise concerns about possible improprieties in financial and other matters and to do so without fear of reprisal, provided that such concerns are raised in good faith. Employees and other stakeholders are encouraged to report incidents of misconduct in a confidential and anonymous manner through the internal reporting channels (i.e. Line Manager, Head of Department and Group CEO) and/or the outsourced KPMG Ethics Line.
The Board subscribes to the KPMG Ethics Line to strengthen confidence in our Whistle Blowing Policy. The KPMG Ethics Line contact details are: 0703 000 0026, 0703 000 0027, 0808 822 8888, 0708 060 1222, 0809 993 6366, or email: firstname.lastname@example.org.
The Board has delegated oversight over whistle blowing to the Audit, Compliance and Risk Management Committee. All matters reported are investigated and reported to the Committee including the actions taken. Statistics on the volume and general nature of all disclosures made are periodically reported to the Committee, which has the power to request further information, conduct its own inquiries or order additional action as it sees fit.
Dangote Safety Golden Rule
This describes mandatory safety rules and regulations applicable to all staff, contractors and visitors.
Group HSSE Incident Reporting and Investigation Standard
This describes the arrangement and requirements for reporting, classification, escalation and investigation of health, safety, security and environment (HSSE) incidents across Dangote Cement Group.
Group HSSE Performance Reporting Standard
This ensures that Dangote Cement keeps track of, and regularly reports on, the performance of its HSSE KPIs in order to support the decision-making process of the business.
Group HSSE Risk Management Standards
These ensure that occupational HSSE-related risks and opportunities are managed in an effective manner, and that the Group adopts a rigorous risk analysis process to make informed and productive decisions.
The revised Governance Framework has been being implemented by the Company, which is obliged to report on compliance in the Annual Report and Accounts for the financial year end.