Corporate Governance Report Corporate Governance Report 114 Board of Directors 118 Executive Committee 122 Chairman’s Introduction 130 Board Roles and Activities 130 Board Committees 131 Directors’ Report 136 Audit Compliance and Risk Management Report 140 Finance and Investment Committee Report 142 Technical and Sustainability Committee Report 144 Remuneration, Governance and Nomination Committee Report 112 Dangote Cement Plc Annual Report 2020 Board of Directors Strong leadership Fifteen Board members with experience in manufacturing, finance, engineering, business and law. N Aliko Dangote GCON Chairman Date of appointment: 4th November 2002 Aliko Dangote is the Chairman of Dangote Cement Plc. He is the founder of Dangote Industries Limited; over which he presides as President and Chairman of the Board. He graduated from the Al-Azhar University, Cairo, Egypt, where he studied Business Studies. He also obtained Honorary Doctorate degrees from Coventry University in the United Kingdom and the University of Ibadan in Nigeria in 2016. He started business in 1978 by trading in commodities, before entering into full scale manufacturing. He is well known for his philanthropic involvement in local and international initiatives to improve healthcare and social wellbeing. 114 Dangote Cement Plc Annual Report 2020 Key A Audit, Compliance and Risk Management Committee F Finance and Investment Committee T Technical and Sustainability Committee R Remuneration, Governance and Nomination Committee N No Committee Chairman Strategic Report Strategic N Michel Puchercos Arvind Pathak Sani Dangote Group Managing Director Deputy Group Managing Director Non-Executive Director Date of appointment: Date of appointment: Date of appointment: Governance Corporate 1st February 2020 29th October 2019 22nd July 2005 Michel Puchercos was appointed to the Board of Arvind Pathak, immediately prior to his appointment to Sani Dangote is a businessman with more than 30 years’ Dangote Cement in 2020, as the Group Managing the Board, was the Chief Operating Officer of Dangote experience in key sectors of the Nigerian economy Director. He has more than twenty (20) years’ experience Cement Plc, with more than 36 years’ experience in the including manufacturing, agriculture and oil services. He in the cement industry, having served in various cement industry. Prior to joining Dangote Cement Plc, is the Vice President of Dangote Industries Ltd and sits capacities at Lafarge including as the President & Chief he worked at Reliance Cement as CEO from 2008 to on the board of several other companies. He is also the Executive Officer of Lafarge Halla Cement from January 2015. He was previously the Regional CEO of Associated Deputy Chairman of African Gum Arabic Producers 2009 to March 2016, Director of Strategy and Systems Cement Company Limited. He obtained a degree in Association, a Fellow of the Nigeria Institute of Shipping at Lafarge Gypsum from September 1998 till March Electrical Engineering in 1980 and a postgraduate and President of the Fertiliser Producers and Suppliers 2003 and also as Chief Executive Officer of Bamburi degree in Industrial Engineering and Management in Association. In 2012, he completed the Owner/President Cement, Kenya, Hima Cement, Uganda and Chairman, 1982. He has also been trained in a number of Management Programme at the Harvard Business Mbeya Cement, Tanzania from June 2005 till December international management colleges and was a Fulbright School in the United States of America. 2008. He served as the Group Managing Director and scholar. He resigned effective 25th February 2021. Country CEO of Lafarge Africa Plc, a company listed on Premium Board of the Nigerian Stock Exchange, from April 2016 till December 2019. He is a graduate of the Ecole Polytechnique (1976) and the Ecole Nationale du Statements Financial Génie Rural, des Eaux et des Forêts (1981). Supplementary Information F T F T T Olakunle Alake Devakumar V.G. Edwin Alhaji Abdu Dantata Non-Executive Director Non-Executive Director Non-Executive Director Date of appointment: Date of appointment: Date of appointment: 22nd July 2005 22nd July 2005 22nd July 2005 Olakunle Alake was appointed to the Board of Dangote Devakumar Edwin was previously the Chief Executive Abdu Dantata is the Non-Executive Director both in Cement Plc on 22nd July 2005. He is also the Group Officer of Dangote Cement Plc, until he resigned as Dangote Cement Plc and Dangote Industries Ltd. He is Managing Director of Dangote Industries Limited. He Group CEO on 31st January 2015. Following 14 years also the Chairman of Agad Nigeria Limited, a trading was appointed to the Board of Dangote Industries Limited spent in industrial management in India, he joined and transportation company operating throughout as Executive Director in 2001. He holds a bachelor’s Dangote Industries Limited in 1992 and has since held Nigeria. He is a fellow of the Nigerian Institute of degree in Civil Engineering from Obafemi Awolowo several managerial positions within the Group. He is a Shipping. He obtained an Executive Programme University, lle-Ife and is a Fellow of the Institute of Chartered Engineer, holding graduate and master’s Certificate in Sales and Marketing from the Kellogg Chartered Accountants of Nigeria. He joined Dangote degrees in Engineering from the Madras University, Senior Management School at Northwestern University, Industries Limited in 1990, after six years at India, and holds a postgraduate diploma in Management Chicago. Pricewaterhouse Coopers. He has held several from IITM, Holland, all obtained in 1978, 1980 and 1986 management positions in Dangote Industries Limited, respectively. including Financial Controller and Head of Strategic Services. Annual Report 2020 Dangote Cement Plc 115 Board of Directors continued A R A R F T Ernest Ebi MFR Emmanuel Ikazoboh Douraid Zaghouani Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Date of appointment: Date of appointment: Date of appointment: 30th January 2014 30th January 2014 29th April 2015 Ernest Ebi has more than 40 years of banking experience Emmanuel Ikazoboh has more than 25 years’ experience Douraid Zaghouani was appointed to the Board of from various leadership positions in Nigeria. He also serves in senior management roles in Nigeria, Côte d’Ivoire, Dangote Cement Plc on 29th April 2015 as a Non-Executive as Chairman of the Board of Directors of Fidelity Bank Plc. Cameroon and South Africa. He was previously the Director. Douraid is Chief Operating Officer of Investment Chairman of Ecobank, the Pan-African banking group. Corporation of Dubai (ICD), the principal investment arm In a very distinguished career within the financial services Previously, he was the Managing Partner for of the Government of Dubai. In this role, he is responsible industry, he went on to serve in leadership positions across Francophone offices in Côte d’Ivoire and Cameroon and for the efficient operational management of the a number of banks. In June 1999, he was appointed as a later became the Managing Partner/CEO of Deloitte organisation with the aim of optimising business Deputy Governor at the Central Bank of Nigeria where he West and Central Africa, until 2009. He was appointed performance. He joined ICD in 2014 after a distinguished covered the policy and corporate services portfolios over by the Securities and Exchange Commission (SEC) as and international career at Xerox in Europe and North a ten-year period. He maintained oversight functions over an Interim Administrator, to carry out capital market America for over 25 years where his most recent position Nigeria’s External Reserves, International Economic reforms of the Nigerian Stock Exchange (NSE) and the was Corporate Officer and Global President, Channel Relations, Trade & Exchange and Research Department Central Securities Clearing System Plc. (CSCS). He Partners Operations based in New York, USA. Douraid among other responsibilities. He was a key member of the serves on several corporate boards as Chairman or Non- serves as Chairman of the Board of Dubai Global Connect. banking sector reform team, especially during the major Executive Director. He obtained an MBA in Financial He is on the Board of Directors of IHI, International Hotel consolidation process in 2006. Management and Marketing from Manchester Investment and of IPEMED, Institut de Prospective In recognition for his sound professional background and University Business School in 1979. He is a Certified Economique du Monde Mediterraneen. Douraid is a Civil track record of meritorious service. The Federal Accountant in the United Kingdom and a fellow of the Engineering from Ecole Nationale des Travaux Publics de Government of Nigerian in 2007 awarded him the National Institute of Chartered Accountants of Nigeria. l’Etat (France) and is also a graduate in Business Honour of Member of the Order of the Federal Republic Administration - Strategy and Management from ESSEC (MFR). He sits on the Boards of several blue-chip (Ecole Superieure des Sciences Economiques et Companies. Commerciales) business school in Paris. A T F F R T Dorothy Udeme Ufot – SAN Viswanathan Shankar Sir Michael Davis Independent Non-Executive Director Non-Executive Director Independent Non-Executive Director Date of appointment: Date of appointment: Date of appointment: 19th April 2016 10th December 2017 20th April 2018 Dorothy Udeme Ufot has more than 26 years’ experience Viswanathan Shankar is co-founder and Chief Executive Sir Michael