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Corporate Governance CORPORATE GOVERNANCE REPORT Key matters discussed by the Board in 2016 include: Board actions Key matters considered Board appointments Capital structure and financing of DCP subsidiaries Reports of the Board Committees Internal Audit During the year the Board considered the nomination and appointment of Dorothy Ufot, SAN, as an Independent Non-Executive Director. She became the Company’s first female Director in April 2016. The Board reviewed the capital structure of its subsidiaries during the year. This also covered investment requirements for new projects, working capital position, financing requirements and dividend payments. The Board received regular updates on these areas in each of its meetings. Each Board Committee presented reports on its activities and in areas of its responsibilities and made recommendations for consideration and approval. The Board approved the revised Internal Audit structure for the Company and also approved the resourcing of key Internal Audit positions on the recommendation of the Board Audit and Risk Management Committee. The Board also approved the Internal Audit Plan recommended by the Audit and Risk Management Committee and received updates on the committee’s review of the internal audit reports. Risk management The Enterprise Risk Management framework was enhanced during the year. The documentation of the risk policies were improved and the Risk Management function assisted the Board in identifying key risks facing the business as well as strategies for mitigating and addressing the risks. The Risk Management function also provided updates to the Board through the Board Audit and Risk Management Committee on the key risks. Financial reports The Board considered quarterly financial reports during the April, July and October meetings. The Board also reviewed and approved the audited financial statements during its March meeting, where it also deliberated on the dividend to be proposed to shareholders for approval during the April Annual General Meeting. It reviewed and approved the 2016 Budget during its December meeting. Strategy update and report on business and projects Related-party transactions The Board receives regular updates from the Board Finance and General Purpose Committee on the status of the achievement of 2015 plans during its meetings. The Group CEO also provides status of ongoing projects across the continent, including operational performance of each country. In addition, the Board organised a retreat during the year to consider corporate strategy. During our meetings in 2016, the Company Secretary presented the Register of Directors’ Interest to members of the Board for review and updates. Transactions with related parties are disclosed below. Annual Report 2016 77

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