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Corporate Governance REMUNERATION REPORT There were no changes to the remuneration structure of the Non-Executive Directors during the year under review. Details of the remuneration paid to Directors in 2016 can be found on pages 127 to 128. Additionally, the Remuneration and Governance Committee, in accordance with good governance and in line with UK Code (provision D.1), developed an Executive Management Performance Incentive Policy, focused at Senior Executives to ensure that they are performance-based and align with the short-term and long-term success goals of the Company. The policy defines a transparent procedure for encouraging and stimulating enhanced performance in a way that will increase profitability and sustainability of the Company. It provides challenging but achievable goals to drive towards the vision and strategy of the Company, focuses on increased accountability through providing clarity around what is measured and how (weightings against performance categories), and emphasises the way that business should be conducted by incorporating executive leadership and corporate values into the performance management process. This is consistent with Section 5.3 of the SEC Code. Composition of the Committee The Remuneration and Governance Committee consists of four Non-Executive Directors and four Independent Non-Executive Directors. This composition is in compliance with Section 11.1 of the SEC Code and the UK Code (provision D.2.1). Membership and meetings Director Emmanuel Ikazoboh (Chairman) Sani Dangote Abdu Dantata Ernest Ebi Devakumar Edwin Joseph Makoju Olusegun Olusanya Dorothy Ufot In compliance with Section 14.3 of the SEC Code, only Non-Executive Directors are involved in decisions regarding the remuneration Executive Officer. The SEC Code requires the Remuneration Committee to consist only of Non-Executive Directors while the UK Code provides for at least two Independent Non-Executive Directors as members of a Remuneration Committee. I serve as the Chairman of the Committee by virtue of my position as an Independent NonExecutive Director. The Board has satisfied itself that members of the Committee have the requisite knowledge, skill and experience to function effectively. Biographical details of each member of the Committee, including relevant qualification and experience are set out in pages 86 to 89 of the Corporate Governance Report. The Company Secretary is also the Secretary to the Committee. The Group CEO, Group CFO, Group Chief Human Resources Officer and Company Secretary are regularly consulted and are in attendance at the Committee meetings when required to provide information. Roles and responsibilities The principal role of the Remuneration and Governance Committee, in relation to remuneration, is to assist the Board with the following: 22/02/16 12/04/16        n/a        20/07/16        20/10/16   -     n/a -  of the Group Chief Annual Report 2016 121

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