Dangote Flour Mills PLC
DANGOTE FLOUR MILLS PLC is committed to best practices and procedures in corporate governance. Overseen by the Board of Directors, corporate governance practices are constantly under review, in line with the dynamics of the business environment.
The Corporate Governance policies adopted by the Board of Directors are designed to ensure that the Company's business is conducted in a fair, honest and transparent manner which conforms to high ethical standards.
Appointment to the Board is made by Shareholders at the Annual General Meeting, upon the recommendation of the Board of Directors.
The Board consists of ten (10) members comprising the Chairman, Managing Director, assisted by one (1) Deputy
Managing Director and seven (7) non-Executive Directors.
The Board governs and supervises the overall activities of the Company through the Managing Director.
Members of the Board of Directors hold quarterly meetings to decide on policy matters and direct the affairs of the Company, review its performance, its operations, finances and formulate growth strategy. Attendance at Directors' meetings was impressive. In line with provisions of Section 258(2) of the Companies and Allied Matters Act, C20 Laws of the Federation of Nigeria 2004, the records of Directors' attendance at Board meetings is available for inspection at the
Annual General Meeting.
The remuneration of Executive Directors is fixed and reviewed by a Committee of non-Executive Directors.
Composition of Committees within the Board of Directors
Members of Nomination and Remuneration Committee
Mr. Asue Ighodalo
Alhaji Abdu Dantata
Mr. Uzoma Nwankwo
Members of Finance and Investment Committee
Alhaji Abdullahi S. Mahmoud
Brigadier-Gen. S. L. Teidi (rtd)
Mr. Olakunle Alake
The Board delegates the day-to-day running of the Company's affairs to the Managing Director/Chief Executive. The
Managing Director/Chief Executive is supported in this task by an Executive Management Committee. The Board consists of 10 members, made up of the Chairman, Managing Director, 1 Deputy Managing Director and 7 non-Executive Directors.
FREQUENCY OF MEETINGS
The Board of Directors holds at least four (4) meetings a year, to consider important corporate events and actions such as approval of Corporate Strategy, Annual Corporate Plan, review of internal risk management and control systems, review performance and direct the affairs of the Company, its operations, finances and formulate growth strategies. It may however, convene a meeting if the need arises. During the year under review, the Board had a total of four (4) meetings.
Attendance at Directors' meetings is impressive. In line with provisions of Section 258(2) of the Companies and Allied Matters Act, Cap C20 Laws of the Federation of Nigeria 2004, the record of Directors' attendance at Board meetings is available for inspection at the Annual General Meeting.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
It is the responsibility of the Board of Dangote Flour Mills Plc to:
Ensure that the Company's operations are conducted in a fair and transparent manner that conforms to high ethical standards;
Ensure integrity of the Company's financial and internal control policies;
Ensure the accuracy, adequacy and timely rendition of the statutory returns and financial reporting to the regulatory authorities (NSE, CAC, SEC) and Shareholders.
Ensure value creation for the Shareholders, employees and other stakeholders;
Review and approve corporate policies, strategy, annual budget and business plan;
Monitor implementation of policies and the strategic direction of the Company;
Set performance objectives, monitor implementation and corporate performance;
Review and approve all major and capital expenditure of the Company;
Ensure that the statutory rights of all Shareholders are protected at all times;
Provide the Company with entrepreneurial leadership within a framework of prudent and effective controls which enables risk to be assessed and managed;
Deploy the Company's resources to profitable use;
Outline the Company's strategic and corporate aims;
Ensure that the necessary financial and human resources are in place for the Company to meet its objectives;
Review management performance on a continuous basis;
Set the Company's values and standards;
Take decisions objectively in the interests of the Company;
Ensure that its obligations to its Shareholders and other stakeholders are understood and met;
Constructively challenge and help develop proposals on strategy developed by Management.
The Board carries out some of the above responsibilities through the Board Committees whose terms of reference set out clearly their roles, responsibilities, scope of authority and procedure for reporting to the Board.
Each Committee is presided over by a non-Executive Director to ensure strict compliance with the principles of good Corporate Governance practice; while the Audit Committee has a representative of the Shareholders as its Chairman.
In compliance with the practices of good Corporate Governance, the Chairman of the Board is not a member of any of the Committees, namely:
THE FINANCE AND INVESTMENT COMMITTEE
1. Alhaji Mahmoud S. Abdullahi - Chairman
2. Brigadier-Gen. S. L. Teidi (rtd) - Member
3. Mr. Olakunle Alake - Member
THE NOMINATION AND REMUNERATION COMMITTEE
1. Mr. Asue Ighodalo - Chairman
2. Mr. Uzoma Nwankwo - Member
3. Alhaji Abdu Dantata - Member
THE AUDIT COMMITTEE
The Audit Committee is made up of six (6) members, consisting of three representatives of the Shareholders and three members of the Board of Directors. Members of the Audit Committee are elected at the General Meetings. The Committee, in compliance with the requirements of Corporate Governance practice is chaired by a Shareholder. The Committee met two (2) times during the year under review. Members of the Committee are:
1. Mr. Alex Adio - Shareholder/Chairman
2. Chief M. O. Mbonu - Shareholder
3. Alhaji Kasumu Ibrahim - Shareholder
4. Mr. Asue Ighodalo - Director
5. Mr. Olakunle Alake - Director
6. Alhaji Mahmoud Abdullahi - Director
In addition to its responsibility to review the scope, independence and objectivity of the audit, the Audit Committee carries out all such matters as are reserved to the Audit Committee by the Companies and Allied Matters Act, Cap C20 Laws of the Federation of Nigeria, 2004.
Review adequacy and effectiveness of Dangote Flour Mills Plc internal control policies prior to endorsement by the Board.
Direct and supervise investigations on matters within the scope, such as evaluations of the effectiveness of Dangote Flour Mills Plc internal controls, cases of employee, business partner and client misconduct or conflict of interest.
TO THE MEMBERS OF DANGOTE FLOUR MILLS PLC
In accordance with the provisions of Section 359(6) of the Companies and Allied Matters Act, 1990, we have examined the Auditors' report for the year ended 31st December, 2009. We have obtained all the information and explanation we required.
In our opinion, the Auditors' report is consistent with our review of the scope and planning of the audit. We are also satisfied that the accounting policies of the Company are in accordance with the legal requirements and agreed ethical practice. Having reviewed the Auditors' findings and recommendations on Management matters, we are satisfied with Management's response therein.
Mr. Alex Adio
Chairman, Audit Committee
Dated this 6th day of September, 2010
Members of the Committee
Alhaji Kasumu Ibrahim
Chief M. O. Mbonu
Mr. Asue Ighodalo
Alhaji Abdullahi S. Mahmoud
Mr. Olakunle Alake
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1 Alfred Rewane Road
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