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CORPORATE GOVERNANCE REPORT We believe that the overall composition of the Board is appropriate, except for the ongoing need to improve gender diversity. This conclusion has been reached having regard to the independence of character and the integrity of our Directors, the collective experience, balance of skills and knowledge they bring to bear in fulfilling their duties. The Board has assessed the independence of the Non-Executive Directors against the criteria set out in the SEC Code and has concluded that they are all independent in character and judgement. issued by the Board. The terms of reference of Committees are available on our website. All Committee Chairmen report on the proceedings of their Committee meetings at subsequent meetings of the Board. The reports of the Board Committee meetings are included in the papers distributed to Board members in advance of the next Board meeting. Their independent status is also consistent with the UK Code (provision B.1.1). The Board reviews the independent status of the Independent Non-Executive Directors on an annual basis, in line with the independence requirements set out in the SEC Code of Corporate Governance. The Independent Non-Executive Directors have consistently provided unbiased and independent views to the Board and ensured that minority shareholders’ interests are protected. They have continually contributed to the overall quality and effectiveness of the Board by providing objective inputs to strategic issues and decision making, while ensuring compliance with applicable statutory rules and regulations. The Company Secretary The Board is supported by Mahmud Kazaure, the General Counsel and Company Secretary and Ityoyila Ukpi, Deputy Company Secretary. They provide support, governance advice and detailed guidance to Directors on their duties, responsibilities and powers. They ensure that all procedures and regulations necessary for the conduct of the affairs of the Board are complied with. The Company Secretary also acts as Secretary to all the Committees and he and the Deputy Company Secretary attended all meetings during the year under review. Board Committees The Board governs the Company through the operation of numerous Board Committees, accompanied by monitoring and reporting systems. Each Board Committee has specific written terms of reference 74 Annual Report 2016 As at 24th February 2017, the Board has five Committees: Finance and General Purpose Committee; Audit, Compliance and Risk Management Committee; Remuneration and Governance Committee; Nomination Committee; and Technical and Operations Committee. Please see pages 98-128 for details on the roles, responsibilities and activities of these Committees. Delegation to management The Board delegates responsibility for implementing the Company’s strategy and for managing the Group to the Group Chief Executive Officer, who is supported by the Executive Committee, which he chairs. The names and profiles of the Executive Management team can be found on pages 16-19. Board appointments and re-election of Directors The Board aims to achieve a balance of experience, knowledge and skills amongst its Directors. The Board, through the Nomination Committee, follows a formal, rigorous, and transparent procedure to select and appoint new directors. The Nominations Committee leads the process in accordance with the Board’s appointment policy, utilising defined Board membership criteria while taking into cognizance, the existing skills, knowledge and experience of Directors on the Board as well as those of the nominee, including other attributes necessary for the prospective role. When considering the appointment of a new Director, the Board also takes cognizance of current directorships on other Boards so as to avoid potential conflict of interest and ensure that Directors will be able to dedicate the appropriate time and attention to the Company. The Appointment Policy of the Board is in line with Section 13.1 of the SEC Code and consistent with provision B.2 of the UK Code.

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