Dangote Cement Plc Annual Report 2021
Chairman's introduction to Corporate Governance
A culture of strong
governance
Distinguished shareholders, it is my pleasure to introduce this
Corporate Governance Report, which forms part of the Report of
the Directors and which sets out the principles by which Dangote
Cement Plc is governed.
Aliko Dangote, GCON
Chairman
"The Board is accountable for
the Company's activities,
strategy, risk management
and financial performance
as well as the Corporate
Governance Framework."
Corporate Governance Framework
Our Board of Directors has established a Corporate Governance
Framework, which addresses matters such as the Board's
mission, its structure and Committees, the responsibilities and
remuneration of Directors, the role and appraisal of the Group
Managing Director and the strategy for Board and Executive
succession. The Board reviews developments in corporate
governance and updates the Corporate Governance Framework
as it deems necessary.
The Board of Directors
At the heart of our Corporate Governance Framework is our Board
of Directors, which serves as the ultimate decision-making body
of the Company, except for those matters reserved to or shared
with the shareholders. The roles and responsibilities of the Board
and its Committees are documented in the Board and Committee
Charters. The Board is accountable for the Company's activities,
strategy, risk management and financial performance as well as
the Corporate Governance Framework.
Board composition
As at 31st December 2021, the Board was composed of 14 people
with skills in manufacturing, finance, engineering, business
and law. Arvind Pathak resigned on 25th February 2021 while
Halima Aliko Dangote was appointed on 26th February 2022.
We lost one of our Directors, Sani Dangote, who passed away on
14th November 2021. The entire Board, Management and Staff
of the Company will dearly miss him and we once more extend
our condolence to his family. The Board comprises of myself,
the Group Managing Director, the Group Deputy Managing
Director, five independent Non-Executive Directors and seven
Non-Executive Directors.
As the Chairman of the Board, I act as a liaison between the Board
and Management through the Group Managing Director. I am
responsible for the governance of the Board and set its agenda in
consultation with the Group Managing Director and the Company
Secretary, with contributions from other Board members. The
positions of the Chairman and Group Managing Director are
separate and held by different individuals in line with the Securities
and Exchange Commission Corporate Governance Code and
the Nigerian Code of Corporate Governance ("the Corporate
Governance Codes"). Michel Puchercos is the Group Managing
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