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Corporate Governance CORPORATE GOVERNANCE REPORT Upon appointment, a new Director is issued a letter of appointment that sets out the expected time commitment, tenure, role, responsibilities and powers of the Director. This practice is consistent with provision B.4 of the UK Code. The Board recognises the need to reinforce its effectiveness by injecting new energy, fresh ideas and perspectives. It has defined a Tenure Policy in line with Section 19 & 20 of the SEC Code. A summary of the Tenure Policy is presented below: Executive Director: An initial term of three years with additional terms of three years each, subject to satisfactory performance and a retirement age of 65 years. Non-Executive Director: An initial term of three years with additional terms of three years each, subject to satisfactory performance. Independent Non-Executive Director: An initial term of three years with additional terms of three years each, subject to satisfactory performance. Non-Executive Directors who are 70 or more years old are disclosed to shareholders at Annual General Meetings in line with section 256 of the Companies and Allied Matters Act, CAP C20, LFN 2004 (CAMA). All Directors are required to retire by rotation and stand for re-appointment at least every three years in compliance with CAMA provisions and Section 19 of the SEC Code. At the 2017 AGM, on 24th May 2017, Sani Dangote, Fidelis Madavo, Douraid Zaghouani and Abdu Dantata retired by rotation and were presented for re-election to the Board. The re-election of these Directors was ratified by the Shareholders. Appointment of Dorothy Ufot, SAN As I have previously mentioned, our Board lacks gender diversity, a point noted by a review of the Board in 2015. I am pleased to report that on 19th April 2016, Mrs. Dorothy Udeme Ufot, SAN, was appointed as an Independent Non-Executive Director and our first female director. Mrs. Ufot is one of Nigeria’s most experienced legal practitioners and an internationally recognised expert in commercial dispute arbitration, particularly in the area of international arbitration. She has more than 26 years’ experience in commercial litigation at trial and appellate levels, having been admitted to the Nigerian Bar in 1989 and then admitted to the Inner Bar as a Senior Advocate of Nigeria (SAN) in April 2009. She also qualified as a Chartered Arbitrator at the Chartered Institute of Arbitrators, London, in 2003. Dorothy has served as a Non-Executive Director of several well-known companies including: Chevron Oil, Nigeria, PLC; MRS Oil, Nigeria, PLC, and SO&U Ltd, a leading advertising and media relations company. She is the founder and Managing Partner of Dorothy Ufot & Co, a firm of legal practitioners and Arbitrators, which she established in 1994. Director induction & development As Chairman, I am responsible for ensuring that induction and training programmes are provided for Directors based on training needs and gaps identified in consultation with the Director. They are also expected to take responsibility for identifying their individual needs and to take steps to ensure that they are adequately informed about the Group and their responsibilities as Directors. The Board has established an Induction & Training Policy for Directors in line with Section 18 of the SEC Code and United Kingdom’s Code of Corporate Governance (provision B.4), and Directors receive periodic training and induction. On 13th May 2016, an induction program was conducted to on-board Dorothy Ufot, in line with this policy. During the year, the Board also arranged briefings and a Board retreat to assist the Directors in effectively discharging their duties to the Company. Directors also attended professional continuing education programmes at the Institute of Directors and the Nigerian Stock Exchange to refresh and update their knowledge of business operations and best practices. Annual Report 2016 75

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