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 operationalised 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 operationalised 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 15 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 its 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 five Committees of the Board and one  Executive Committee. The Committees have charters that 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 Investment Committee oversees all matters relating to the Company’s financial reporting and disclosure. It also assumes oversight of its financial policies and financial strategy, potential corporate actions such as fund raising or Mergers and Acquisition as well as its arrangements for funding, resourcing and staffing.

Membership

  1. Mr. Viswanathan Shankar (Chairman)
  2. Mr. Olakunle Alake
  3. Mr D.V.G. Edwin
  4. Mr. Douraid Zaghouani
  5. Sir. Michael Lawrence Davis

 

The Audit, Compliance and Risk Management Committee is charged with oversight of internal control, compliance and risk management, working with the respective internal functions.
The roles and responsibilities of the Committee are set out in its Charter, which is reviewed periodically by the Committee, taking into account relevant legislation and recommended best practice.

Membership

  1. Mr. Ernest Ebi (Chairman)
  2. Mrs. Cherie Blair (QC)
  3. Mr. Emmanuel Ikazoboh
  4. Mrs. Dorothy Udeme Ufot (SAN)

The role of the Remuneration, Governance and Nomination Committee is to assist and advise the Board on matters related to the remuneration of the Directors and Senior Management, such that the Company is able to attract and retain the best talent. In addition, it has oversight of governance matters.

Membership

  1. Mr. Emmanuel Ikazoboh (Chairman)
  2. Mr. Ernest Ebi, MFR
  3. Mrs. Cherie Blair (QC)
  4. Sir. Michael Lawrence Davis

The Technical and Sustainability Committee assumes oversight of the technical aspects of the Company’s operations, including production, health, safety and environmental matters, as well as sustainability matters. It also assesses the performance of existing plants and the viability of proposed expansion projects.

Membership

  1. Sir. Michael Lawrence Davis (Chairman)
  2. Mr. D.V.G. Edwin
  3. Mr. Olakunle Alake
  4. Mrs. Dorothy Udeme Ufot (SAN)
  5. Mr. Abdul Dantata
  6. Mr. Douraid Zaghouani

The Committee is comprised of two Independent Non-Executive Directors, one Non-Executive Director and three shareholder representatives, and has a Charter that 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. Mr. Robert Ade-Odiachi – Shareholders’ Representative
  2. Mr. Nicholas Nyamali – Shareholders’ Representative
  3. Mr. Sheriff Yussuf – Shareholders’ Representative
  4. Mr. Olakunle Alake – Non-Executive Director
  5. Mr. Ernest Ebi, MFR – Independent Non-Executive Director
  6. Mr. Emmanuel Ikazoboh – Independent Non-Executive Director