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Corporate Governance AUDIT, COMPLIANCE & RISK MANAGEMENT COMMITTEE REPORT years, monitoring the compliance of business processes with relevant regulations, processes, and rules has become a major focus. The Compliance function will monitor to identify possible violations and predict future violations in a way that will prevent sanctions being imposed on the Group. The Company recognises that effective compliance management is vital for sustainable profitable growth. It is a very important contributor to the protection of the Group’s integrity and reputation, and helps build trust. You will recall that in 2015, following the listing of the Company on the Premium Board of the Nigerian Stock Exchange, we made a decision to ensure that our corporate governance practices were sustained and strengthened, and this led to the engagement of the Compliance Manager, whose primary function is to oversee statutory and governance compliance in every facet of the company’s operations, both in Nigeria and the other countries in which we operate. In pursuance of the Board’s resolve, the Committee was renamed the “Audit, Compliance and Risk Management Committee” with the added responsibility of overseeing the Compliance function across companies in the Group. The Committee includes ‘Compliance Update’ as a standing agenda item during its meeting and receives periodic updates on the level of compliance with all applicable regulatory requirements and possible impacts on the compliance risk profile of the Company. The Committee also reviews reports received from the regulators and evaluates the nature and effectiveness of action plans implemented to address identified regulatory compliance issues. The Compliance function is guided by the Compliance Charter, which amongst others seeks to establish and implement compliance management practices that contribute to sound and responsible business practices and integrity of the products and services delivered. This principle is incorporated into the day-to-day operations of the Group’s businesses in all our operating countries. Compliance objectives / functions The objectives and functions of the Compliance function are as follows: a) Embed and encourage compliance with laws, regulations, business principles, rules of conduct, and establish good business practices in every aspect of the organisation (e.g. governance, strategy, people, processes, policies, culture, communication) b) Establish and maintain effective compliance and control systems, including compliance risk assessment, mitigation, monitoring, and reporting c) Provide timely advice to the Group organisation on relevant changes in the compliance environment d) Promote integrity of the Group, its businesses and its employees e) Report on compliance matters that warrant the attention of the subsidiary Company Management Board. Such reports must include as a minimum exceeded compliance risk tolerance levels and unacceptable business practices f) Monitor progress of compliance risk mitigating actions and other compliance risk management issues until they are resolved g) Submit an annual Compliance Appraisal Plan (CAP) to the Board Audit, Compliance & Risk Management Committee for review and approval and periodically update the CAP as necessary h) Work with the process owners to document an Annual Monitoring Plan i) Create a process including tools for tracking and managing actions j) Create a process including tools for the recording, reporting and managing of compliance issues and incidents k) Incorporate lessons learned into the components and activities of the Compliance Program and annual plan l) Ensure resolution of, or escalation to the Subsidiary Management Board, Executive Management Team and the BACRMC on unaddressed or overdue items m) Institute internal arrangements to ensure that all statutory and governance duties are adequately discharged in a timely manner Annual Report 2016 107

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