Roles and Composition of the Board

The Board of Directors of Dangote Cement is responsible for setting strategic direction for the operation and management of the Company, ensures the adequacy of its capital structure, and defines the corporate culture. Furthermore, and in accordance with the Companies and Allied Matters Act, Cap C20, LFN, 2004, the Board ensures that adequate internal control procedures are established to safeguard the assets and ensure the long term sustainability of the Company; ensures that proper accounting records are maintained and with reasonable accuracy according to applicable accounting standards as well as preparation and presentation of the financial statements of the Company. In the exercise of these responsibilities, the Board develops policies that will enable it undertake periodic review with a view to ascertaining the veracity of its financial, operational, risk management and compliance controls.

The Board of Directors of Dangote Cement is the custodian of corporate governance by managing its relationship with management, shareholders and other stakeholders of the Company along sound corporate governance principles and international best practice. The Board is not only concerned with the financial aspects of the business but considers the impact that business operations have on the environment and the society within which it operates and have operationalized environmental, health, safety and sustainability policies to enhance the environment.

In exercising its responsibilities and powers, the Board of Directors take cognizance of its fiduciary responsibility to the stakeholders, and ensures that all actions and policies are conducted in good faith and in the long term benefit of the Company. The Directors of the Company make disclosures on matters relating to dealings in shares, conflict of interests and related part transactions among others, and ensure non participation in deliberations related thereto. The Board has also operationalized ethics, whistle blowing and anti-fraud management policies.

The Board of Dangote reserves certain matters for its deliberations including, but not limited to investments and capital projects, material acquisition and disposals, divestments, capital and organizational restructuring, and other matters which are deemed necessary from time to time.

Comprised of 12 individuals with relevant skill and experience in finance, manufacturing, production and engineering, who bring their wealth of experience to bear in providing strategic direction for the Company, the Board of Dangote Cement is committed to complying with international best practice and the rules of corporate governance as contained in the SEC Codes and Listing Rule of the Nigerian Stock Exchange, and have taken appropriate steps to ensure that it’s compliance philosophy is adopted by all cadre of Staff and Management of the Company.

Please click here to view the Members of the Board of Dangote Cement Plc.

Board Committees

The Company has a total of six (6) Committees of the Board and one (1) Management Committee to pilot the affairs of the company. The Committees have charters which spell out their terms of reference, duties and obligations. In line with best practice, the Committees meet at least quarterly and make recommendations to the Board for consideration and adoption at the Board meetings.

The Committees have independent roles with accountability to the Board. The Committees do not assume the functions of management, which remains the responsibility of senior management and other officers of the company.

The Finance and General Purpose Committee has oversight responsibility for financial reporting and management of internal controls; treasury function, investment management and financial risk management; Capital structure and corporate finance strategy and activities as well as considering and advising the Board on major acquisitions.

To ensure its effectiveness, the Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee has a Charter which defines and regulates its activities. The Committee meets quarterly, and otherwise as may be necessary from time to time to consider exigencies of the business. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

In 2015, the Committee met four times.

Membership
1. Olusegun Olusanya – Chairman
2. Onne van der Weijde – Group CEO
3. Sani Dangote – Member
4. Olakunle Alake – Member
5. D.V.G. Edwin – Member
6. Emmanuel Ikazoboh – Member
7. Ernest Ebi – Member
8. Fidelis Madavo – Member
9. Douraid Zaghouani – Member

The Audit and Risk Management Committee oversee the Group’s risk management, internal control systems, compliance procedures and the activities of the internal audit function. To ensure effective execution of its responsibility, the Committee ensures that its members collectively have sufficient qualifications, skill and experience to fulfil their duties and should have a good knowledge of finance, accounting practices and risk management and other such qualities as the Board determines appropriate.

The Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee is comprised entirely of Non-Executive Directors, and has a Charter which defines and regulates its activities. The Committee meets quarterly, and otherwise as may be necessary from time to time to consider exigencies of the business. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate. The Group Managing Director (GMD) is also in attendance.

In 2015, the Committee met four times.

Membership
1.Ernest Ebi – Chairman
2.Sani Dangote – Member
3.Olakunle Alake – Member
4.D.V.G. Edwin – Member
5.Olusegun Olusanya – Member
6.Emmanuel Ikazoboh – Member
7.Fidelis Madavo – Member
8.Onne van der Weijde – Group CEO (in attendance)

The Remuneration and Governance Committee is responsible for establishing formal and transparent procedures for developing remuneration policies and practices for executives that creates long term value for the Company. They ensure that the leadership, human resource planning and compensation policies of the Company is consistent with its mission and vision. The Committee also assist the Board in adopting and implementing appropriate governance policies and procedures.
To ensure its effectiveness, the Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee is comprised entirely of Non-Executive Directors, and has a Charter which defines and regulates its activities. The Committee meets quarterly, and otherwise as may be necessary from time to time to consider exigencies of the business. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate. The Group Managing Director (GMD) is also in attendance.

In 2015, the Committee met four times.

Membership
1.Emmanuel Ikazoboh – Chairman
2.Sani Dangote – Member
3.D.V.G. Edwin – Member
4.Abdu Dantata – Member
5.Joseph Makoju – Member
6.Olusegun Olusanya – Member
7.Ernest Ebi – Member
8.Onne van der Weijde – Group CEO (in attendance)

The Technical and Operations Committee is responsible for advising the Board on feasibility and progress of greenfield/Major Project. They are also responsible for the operations, technical and development programs of the Company. In exercising its functions, the Committee ensures that applicable regulations on safety, health and environmental, as well as other important indices are adhered to.

To ensure its effectiveness, the Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee is comprised of Executive and Non-Executive Directors, and has a Charter which defines and regulates its activities. The Committee meets quarterly, and otherwise as may be necessary from time to time to consider exigencies of the business. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

In 2015, the Committee met 4 times.

Membership
1. Fidelis Madavo – Chairman
2. Onne Van Der Weijde – Group CEO
3. Olakunle Alake – Member
4. D.V.G Edwin – Member
5. Abdul Dantata – Member
6. Joseph Makoju – Member
7. Ernest Ebi – Member
8. Douraid Zaghouani – Member

The Nominations Committee is responsible for reviewing the composition of the Board with regard to balance, experience and structure so as to ensure that the board has the appropriate composition to execute its duties effectively. The Committee is responsible for ensuring that the appointment, induction, formal training and mentorship of Directors are executed properly through a formal process. The Committee also formulates and reviews policies that will guarantee formal succession planning for the Board, chief executive officer and senior management staff of the Company.

The Committee is comprised entirely of Non-Executive Directors, and has a Charter which defines and regulates its activities. The Committee meets as the need arises in fulfillment of its mandate. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

The Nominations Committee met once in 2015.

Membership
1.Aliko Dangote – Chairman
2.Olusegun Olusanya – Member
3.Emmanuel Ikazoboh – Member
4.Ernest Ebi – Member
5.Fidelis Madavo – Member

The Statutory Audit Committee is established in accordance with the Companies and Allied Matters Act (CAMA), Cap C20, LFN 2004. The Committee ensures that the accounting and financial reporting policies are in line with relevant standards and review the effectiveness of the system of accounting and internal control. The Committee also oversees the internal and external audit function and makes recommendation to the shareholders on the appointment, removal and remuneration of the external auditor. This is a Statutory Committee who is accountable to and reports to the shareholders in General meeting.

To ensure its effectiveness, the Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee is comprised of three (3) Non-Executive Directors and three (3) shareholder representatives, and has a Charter which defines and regulates its activities in line with its statutory functions laid out by CAMA. The Committee meets as the need arises in fulfillment of its mandate. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

Membership
1. Robert Ade-Odiachi – Chairman
2. Mrs Brigid A. Shiedu – Member
3. Alhaji Sada Ladan-Baki – Member
4. Olakunle Alake – Member
5. Olusegun Olusanya – Member
6. Emmanuel Ikazoboh – Member