Dangote Cement Plc Annual Report 2021
Corporate governance
Directors' Code of
Conduct Policy
Executive Management
Remuneration Framework
Group Executive
Committee Charter
Group HSSE Standards
Insider Trading Policy
Subsidiary Governance
Framework
Succession Planning Policy
Whistleblowing Policy
This sets out the standards that each Director is expected to adhere to while conducting his/her
fiduciary duties. This Code is intended to provide guidance to Directors on ethical issues and
help foster a culture of integrity.
This policy seeks to link performance and reward by providing a variable/at risk element of
executive remuneration that encourages performance.
This Charter governs the operations of the Group Executive Committee (ExCo) of DCP.
These Standards describe the requirements for reporting and investigating HSSE incidents. They
ensure DCP adopts a rigorous risk analysis process to make informed and productive decisions.
This Policy provides guidelines regarding dealing in DCP's shares or securities on the basis of
potentially price-sensitive information that is not in the public domain. The Company issues
"Closed Trading Period" notifications to insiders as required by capital market regulations.
Having enquired, we can confirm that all Directors complied with the Insider Trading Policy
during the year.
This articulates the framework to assist the Board of Directors in the governance of subsidiary
companies, with the goal of achieving the Company's vision, strategic objectives and business goals.
This policy describes the process of identifying and developing successors for critical positions
in the Company. The focus of this policy is to ensure that qualified people are available to fill
vacancies at Executive Management level as and when needed.
In line with the SEC Code and international best practice in corporate governance, this policy seeks
to enable stakeholders to raise concerns about possible improprieties without fear of reprisal.
Code of Ethics
The Board has formalised a Board Code of Conduct, setting out the standards of conduct expected from Directors. To this end, the
Directors attest to a Code of Conduct annually. To inculcate good ethical conduct, the Company has also established a Code of
Conduct for employees, which has been disseminated to all employees through the employee handbook.
Succession planning
The Board views succession planning as important for business continuity. To ensure its success, the Board has established a
Succession Planning Policy to ensure that there are processes in place to provide for the orderly succession of senior management.
Board and Directors' evaluation
In line with the provisions of the Corporate Governance Codes and in accordance with the Board Evaluation Policy, we conduct
evaluations of the Board and individual Directors, as well as the Company Secretarial function. Upon completion, the results are given
to the Chairman, who in turn provides assessment feedback to each Director. The result of the evaluation indicated that the Board and
Corporate Governance Framework is in compliance with the Codes of Corporate Governance. The process is designed to enhance
Board performance, comply with regulatory requirements.
Shareholder engagement
As a Board of a premium-listed company on the Nigerian Exchange Group, our Board attaches importance to constructive relationships
with all stakeholders. We have a dedicated Investor Relations team that reports to the Group Chief Financial Officer. The team is
responsible for maintaining long-term relationships with investors and analysts. As Chairman, I also had meetings with investors to
discuss matters of interest.
Annual General Meeting
The Annual General Meeting is the principal opportunity for the Board to meet shareholders and for me, as the Chairman, to give a
report on the Company's activities during the year, and provide clarifications on issues raised by shareholders. Shareholders have
the right to ask questions at the Annual General Meeting or submit them in writing to the Company Secretary no later than 24 hours
before the start of the AGM. The Notice of Annual General Meeting is sent to our shareholders, at least 21 days before the AGM is
held. I hope the Annual Report, which outlines the work of our Board and its Committees during the year, will be informative to you
as co-owners of the Company.
angit
Aliko Dangote
Chairman
1st March 2022
Dangote Cement Plc Annual Report 2021
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