Dangote Cement Plc Annual Report 2021
Chairman's introduction to Corporate Governance continued
Key matters during the year
The Board met five times during 2021 and details of key matters discussed at these Board meetings are indicated below:
Appointment of new
Directors
Share buy-back scheme
Review and approval of
Budget
Board and subsidiary Board
meetings
Quarterly and full year
financial statements
Approval of proposed
dividends
Quality/operational
efficiency
Health, Safety, Security and
Environment
Transport
Annual General Meeting
The Board, in consideration of its internal processes, policies and best practice, appointed
a new Deputy Managing Director. The appointment will enhance Board effectiveness
and development.
The Board considered and approved the share buy-back scheme, allowing the Company to
purchase its own shares.
The Board reviewed and approved the Budget for the succeeding financial year.
The Board reviewed and approved Board and Committee Meeting dates for the succeeding
financial year.
The Board reviewed and approved unaudited quarterly accounts and the audited financial
statements and submitted the latter to the shareholders to approve at the Annual General Meeting.
The Board proposed a dividend for the financial year, which will be approved by shareholders at
the Annual General Meeting.
The Board reviewed and approved several initiatives to enhance quality and improve operational
efficiency in the Company.
The Board reviewed and approved systemic and strategic approaches to improve health, safety,
social and environmental matters within the Company and its subsidiaries.
The Board reviewed and approved strategic approaches to improve transport operations in
the Company.
The Board resolved on the date, venue and other modalities for the Annual General Meeting of
the Company.
Review of the Governance Framework and policy formulation
The Board ensures continuous reviews of the Company's Governance Framework. Further to these reviews, the Board approves the
formulation of policies that are in line with good governance and has taken cognisance of the regulatory and business environment.
These include:
Annual Agenda Cycle
Anti-Bribery and Corruption
Policy
Board Appointment Policy
Board Development Policy
Board Evaluation Policy
Board Remuneration Policy
Board Reporting Framework
Board Tenure Policy
Communication Governance
Policy
Complaints Management
Policy
Conflict of Interest/Related
Party Transaction Policy
Dangote Safety Golden Rule
This represents the minimum agenda to be considered by the Board and Board Committees
considering the current information needs of the Board. Additional matters requiring the Board's
attention are added as required.
The policy demonstrates the Group's zero tolerance for all forms of fraud including but not limited
to bribery, corruption, asset misappropriation and financial fraud. The Company has established
an Anti-Fraud Programme that sets out the fraud prevention and detection strategies.
This policy sets out the standards for the appointment of the Directors and aims to achieve a
balance of experience and diversity amongst its Directors.
This policy seeks to institutionalise training and development of the Directors.
This policy provides a systematic method of assisting Board members in the assessment of the
Board's scope of operation and responsibilities.
This policy reflects the Group's desire to sustain value creation for shareholders and aims to
attract the requisite people to deliver the Group's strategy.
This provides guidance on information to be provided by Senior Management to the Board and
Board Committees, to aid the discharging of their responsibilities in line with the Framework.
This outlines the criteria for ensuring the rotation and appointment of Board members in order
to maintain continuity of experience and introduce people with new ideas.
This establishes guidelines for communication of general and price-sensitive information about
the Company to stakeholders in line with regulatory requirements.
This policy has been designed in line with the requirements of the SEC's Rules. It defines a
procedure for managing complaints from shareholders.
This provides a framework to identify, and manage actual and perceived conflicts of interest.
This describes mandatory safety rules and regulations applicable to all staff, contractors and visitors.
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