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AUDIT, COMPLIANCE & RISK MANAGEMENT COMMITTEE REPORT The regional and country functions are centrally directed by the Group Internal Audit team. The country Internal Audit functions are jointly accountable to local senior management and regional heads of internal audit function for each committee meeting. They also have direct access and accountability to local audit committees and the Group Head of Internal Audit. The Committee also has unrestricted access to all Internal Audit reports, should it wish to review them. The Committee monitors and reviews the effectiveness of the Group Internal Audit function on an ongoing basis, consistent with the UK Code (provision C.3.2). Internal Audit will undergo an external quality assurance review during 2016 in line with Section 31.14 of the SEC Code. Disciplinary Committee In addition to the Anti–Fraud Committee, the Disciplinary Committee was formed during 2016. The Committee is made up of the following members: • Head, Human Asset Management Department • Company Secretary/Head of Contracts • Group Head of Internal Audit • Senior Officer from the department of the staff member facing disciplinary action With the formation of this committee, the Anti-Fraud Committee will focus on fraud-related cases while the Disciplinary Committee will focus on non-fraud cases. Whistle-blowing mechanism All employees and stakeholders have the opportunity to make confidential disclosures about suspected impropriety or wrongdoing. The Anti-Fraud Committee, the Group Legal Counsel, in consultation with the Group Head Internal Audit as appropriate, decide on the method and level of investigation. The Committee reviews the Group’s whistleblowing arrangements each year to assess whether they remain effective, is notified of all material disclosures made and receives reports on the results of investigations and actions taken. The Internal Audit function performs necessary 110 Annual Report 2016 investigations on relevant items, recommendations for recommends sanctions in line with Dangote Cement’s Sanction Grid and provides strengthening anti-fraud controls. The Committee can request further information, conduct its own inquiries or order additional action where necessary. During 2016, of the whistles blown and fraud cases investigated, 68% of these cases have been closed and 32% are still under investigation. The Audit, Compliance and Risk Management Committee has satisfied itself that proper and satisfactory internal controls remain in place to identify and contain business risks, and that the Company’s business, and that of its subsidiaries, is being conducted in a proper and economically sound manner. I am confident that the Committee, supported by senior management, has carried out its duties effectively and to a high standard in 2016. In 2017, we will continue to enhance our processes in line with best practices. Ernest Ebi MFR Chairman of the Audit, Compliance and Risk Management Committee 27th February, 2017

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