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CORPORATE GOVERNANCE REPORT As at 27th February 2017, Dangote Cement has a total of 18 approved policies. They are as follows; 1. Anti-Bribery and Corruption Policy This sets out the Group’s anti-corruption policy and is part of the overall Anti-Fraud Compliance Programme. It aims to align with all relevant Acts, Codes, Laws, Guidelines, Policies, etc. designed to prevent, detect and respond to issues of corruption and bribery. The Policy demonstrates the Company’s zero tolerance for all forms of fraud including but not limited to bribery, corruption, asset misappropriation and financial statement fraud. The Company has established a robust Anti-Fraud Programme that sets out the following: • Anti-fraud awareness and communication strategies • Fraud and corruption prevention mechanisms • Fraud and corruption detection mechanisms • Fraud response mechanisms • Enforcement initiatives and sanction grid In addition, we established an Anti-Fraud Management Committee to implement the Anti-Corruption Programme and to report fraud and misconductrelated issues to the Group CEO and the Board Audit, Compliance and Risk Management Committee. 2. Board Appointment Policy This policy sets out the standards for the appointment of the Directors and aims to achieve a balance of experience, knowledge and skills amongst its Directors. 3. Board Development Policy This Policy seeks to institutionalize training and continuous development of the Directors of Dangote Cement. 4. Board Evaluation Policy This policy provides a systematic and ongoing method of assisting Board members in the assessment of the Board’s scope of operation, responsibilities and effectiveness. 5. Board Remuneration Policy This policy reflects the Group’s desire to sustain longterm value creation for shareholders, and aims to attract and retain people with integrity, ability, skill and experience to deliver the Group’s strategy. 6. Communication Governance Policy This establishes guidelines for communication of general and price-sensitive information about the Company to the investors, the media, the public and other stakeholders in line with regulatory requirements, if they apply to such communication. 7. Conflict of Interest/Related Party Transaction Policy This Policy provides a framework for the Board to proactively identify, disclose and manage actual and perceived conflict of interest. 8. Directors Code of Conduct Policy The Board has adopted a Code of Conduct Policy for Directors. This sets out the standards that each Director is expected to adhere to while conducting his/her fiduciary duties. This Code is intended to focus the Board and each Director on areas of ethical risk, provide guidance to Directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability on the Board. Directors are expected to adhere to this Code while conducting their fiduciary duties. During the year, all Directors attested to their compliance with the provisions of this Code. 9. Insider Trading Policy Dangote Cement is guided by a strong commitment to maintain the integrity of its business dealings. The Board has established an Insider Trading Policy designed to prohibit the purchase and sale of Dangote Cement shares or securities on the basis of potentially price-sensitive information that is not yet in the public domain. This is in line with Section 315 of the Investment and Securities Act (ISA) 2007 and the SEC Rules and Regulations. 80 Annual Report 2016

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