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Dangote Sugar Refinery PLC

Dangote Sugar Refinery Plc (DSR) is committed to best practices and procedures in corporate governance. Overseen by the Board of Directors', DSR's 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. As a responsible corporate citizen, Dangote Sugar Refinery Plc complies with all applicable national laws and regulations.
The Board delegates the day-to-day running of the Company's affairs to the MD/CEO. An executive Management Committee supports the MD/CEO in this task. The Board currently consists of eight members, the Chairman, Acting Managing Director and 6 non executive Directors. Out of which two are Independent Directors.

FREQUENCY OF MEETINGS
The Board of Directors holds at least four 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 and when the need arises. During the year under review the Board had 5 (five) 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 Sugar Refinery Plc to ensure that the Company's operations are conducted in a fair, honest and transparent manner that conform to high ethical standards Ensure integrity of the Company's financial and internal control policies Ensure the accurate, adequate and timely rendition of statutory returns and financial reporting to the regulatory authorities and shareholders Ensure value creation for 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 shareholders are protected at all time
The Board carries out the above responsibilities through the Board sub committees whose terms of reference set out clearly their roles, responsibilities, scope of authority and procedures for reporting to the Board. Each committee is chaired by a non - executive Director to ensure strict compliance to the principles of good corporate governance practice.
The Audit Committee is chaired by a representative of the Shareholders.
The Committees assist the Board in fulfilling their oversight functions regarding Financial Reporting, Risk Management, Internal Control, Employee welfare etc in line with the regulatory and good corporate governance practice requirements.

SUB COMMITTEE'S OF THE BOARD OF DIRECTORS
The Board delegated some of its responsibilities to standing committees that consists of Executive and Non - executive Directors. These are the Establishment and Finance Committees. The Committees report to the Board of Directors on their activities and decisions, which are ratified by the full Board, at a meeting.
In compliance with the practices of good corporate governance, the Chairman of the Board is not a member of any of these committees'.

The Finance Committee
The Committee is comprised of five Directors, with an independent Director as Chairman. The Committee met 3 (three) times during the year under review.
The Committee members are :
Ms. Bennedikter Molokwu - Chairman
Mr. Olakunle Alake Member
Alhaji Abdu Dantata Member
Engr. Abdullahi Sule Member
Mr. Suleiman Olarinde Member
The Committee is responsible for:
Assessment and monitoring of all risks associated with the operations of the Company
Development and monitoring of the implementation of internal control systems by management
Assistsing the Board in its responsibility relating to the oversight of the Company's financial credit and risk management policies and procedures.

The Establishment Committee
The Committee is comprised of four Directors, with an independent Director as Chairman. The Committee met once during the year under review.
The Committee members are Dr.
Konyinsola Ajayi (SAN) - Chairman
Engr. Abdullahi Sule - Member
Mr. Uzoma Nwankwo - Member
Mr. Suleiman Olarinde - Member
The Committee is responsible for:
Reviewing of the policy framework for employees' and remuneration issues
Making recommendations to the Board on all new Board appointments Apart from the Board Standing Committees' the Audit Committee also plays an important role in the Company.

The Audit Committee
The Audit Committee is made up 6 (six) members, three Representatives of Shareholders and three members of the Board of Directors. Members of the Audit Committee are elected annually at General Meetings. The Committee in compliance with the requirement of corporate governance practice is chaired by a representative of the shareholders. The Committee met twice during the year under review.
Members of the Committee are:
Mr. Segun Olusanya
Hajia Muheebat Dankaka
Alhaji Ado Dahiru
Ms. Bennedikter Molokwu
Mr. Olakunle Alake
Dr. Konyinsola Ajayi (SAN)
The Committee is responsible for:
Chairman/Shareholder Representative -Director
Shareholder Representative -Director
Shareholder Representative -Director
Ensuring the Independence and Objectivity of the audit.
Reviewing the adequacy and effectiveness of Dangote Sugar Refinery Plc (DSR)'s internal control policies prior to endorsement by the Board
Directing and supervising investigations into matters within its scope, such as evaluations of the effectiveness of DSR internal controls, business partner and client misconduct or conflict of interest.
In addition to the above stated responsibilities, the Committee carries out all such other functions as stipulated by the Companies and Allied Matter Act, Cap C20 Laws of the Federation of Nigeria, 2004.

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CONTACT US
Email:
communications@dangote-group.com
Address:
Dangote Group
Union Marble House
1 Alfred Rewane Road
Ikoyi
Lagos, Nigeria



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