Dangote Cement Plc Annual Report 2021

Corporate governance Director and is responsible for the execution of strategy and the day to day management of the DCP Group, supported by the Executive Committee (ExCo). The Board assesses the independence of the Independent Non-Executive Directors periodically, in line with the Corporate Governance Codes and has concluded that they are all independent in character and judgement. The Non-Executive Directors bring a wide range of international expertise, as they occupy senior positions in industry, finance or public life. We believe that the current Board size and composition is appropriate, except for the ongoing need to improve gender diversity, which is being addressed. The Company Secretary The Board is supported by Mahmud Kazaure, the General Counsel and Company Secretary, and his Deputy, Edward Imoedemhe. They provide support and guidance to the Directors with respect to their duties, responsibilities and powers. They also ensure compliance with procedures and regulations necessary for the conduct of the affairs of the Board. The Company Secretary and the Deputy Company Secretary act as Secretaries to all the Committees and attend all their meetings. Board Committees The Board governs the Company through the operation of Board Committees, which have terms of reference issued by the Board. All Committee Chairmen report on the proceedings of their Committee meetings at the Board meetings. As at 26th February 2022, the Board has four Committees - the Audit, Compliance and Risk Management Committee, the Finance and Investment Committee, the Technical and Sustainability Committee, and the Remuneration, Governance and Nomination Committee. Reports from these Committees, which form part of this Report, can be found on pages 86 to 90. Delegation to management The Board delegates responsibility for implementing the Company's strategy and for managing the Group to the Group Managing Director, who is supported by the Executive Committee, which he chairs. The profiles of the members of the Executive Committee can be found on pages 73 to 75. Appointment and re-election of Directors The Board Remuneration, Governance and Nomination Committee, leads the process of the appointments to the Board, in accordance with the Board Appointment Policy, utilising the Board membership criteria while taking into cognisance the experience of Directors on the Board as well as the attributes of the nominee. Upon appointment, a new Director is issued a letter of appointment that sets out the tenure, role, responsibilities and powers of the Director. The Company has a Tenure Policy in line with the Corporate Governance Codes. According to the Policy, an Executive Director serves for initial term of five years, a Non- Executive Director for an initial term of three years with additional terms of three years each, and an Independent Non-Executive Director for an initial term of three years with additional terms of three years each. The terms are renewable, subject to satisfactory performance. Non-Executive Directors who are 70 or more years of age are disclosed to shareholders at Annual General Meetings in line with the Companies and Allied Matters Act, 2020 (CAMA). All Directors are required to retire by rotation and stand for re-election at least every three years in compliance with the provisions of CAMA and the Corporate Governance Codes. At the forthcoming Annual General Meeting, Abdu Dantata, Cherie Blair CBE, QC, Michael Davis, Viswanathan Shankar and I will retire by rotation and be presented for re-election. The Board recognises the need to reinforce its effectiveness by injecting new energy, fresh ideas and perspectives. In this regard, we welcome Philip Mathew and Halima Aliko-Dangote to the Board, who bring extensive experience to the Board. We hope their appointments will be ratified by shareholders at the forthcoming Annual General Meeting. Arvind Pathak, who was the Chief Operating Officer immediately prior to his appointment to the Board, resigned from the Board. We wish him the very best in the future. Director induction and development As Chairman, I am responsible for ensuring that induction and training programmes are provided for Directors based on training needs and gaps identified in consultation with the respective Directors. The Board has established an Induction and Training Policy for Directors and they receive periodic trainings and inductions. The Board is confident that all its members have the knowledge, ability and experience to perform the functions required of a director of a listed company. Board and Committee meetings Meeting dates for Board and Committee meetings are agreed in advance and notices of meetings and other Board papers are sent to Directors ahead of the meetings. Working with the Company Secretary, I implement an Annual Agenda Plan to assist the Board and its Committees in discharging their roles and responsibilities in line with their charters. Board meetings were well attended with attendance of Directors exceeding two-thirds as required by the Corporate Governance Codes. Details of Directors' attendances at Board and Committee meetings are shown on pages 81. Dangote Cement Plc Annual Report 2021 77

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