Corporate Governance REPORT OF THE DIRECTORS All shares other than shares held by Dangote Industries Limited (90.93%) and Aliko Dangote (0.16%) are considered to be free float shares. Aliko Dangote is the ultimate owner of Dangote Industries Limited. All issued shares are fully paid and details of the share capital history are set out on page 211. No additional shares were issued in 2016. The Articles of Association may be amended by special resolution approved by the shareholders. Auditors In the case of each of the persons who are Directors of the Company at the date when this report was approved: • So far as each of the Directors is aware, there is no relevant material information of which the Company’s auditor is unaware • Each of the Directors has taken all the steps that he reasonably ought to have taken as a Director to make himself aware of any relevant material information and to establish that the Company’s auditor is aware of that information. Shareholder analysis Share Range 1 to 5,000 5,001 to 10,000 10,001 to 20,000 20,001 to 30,000 30,001 to 40,000 40,001 to 50,000 50,001 to 100,000 100,001 to 1,000,000 1,000,001 to 10,000,000 10,000,001 to 100,000,000,000 TOTAL :Number Of Shareholders 37,410 1,221 622 249 101 58 161 199 68 23 40,112 % of Shareholders 93.26 3.04 1.55 0.62 0.25 0.14 0.40 0.50 0.17 0.06 100 Shares 26,506,401 8,606,408 8,751,051 6,052,888 3,519,720 2,641,554 11,582,473 65,902,471 175,751,865 16,731,192,573 17,040,507,404 % of total 0.16 0.05 0.05 0.04 0.02 0.02 0.07 0.39 1.03 98.18 100% Both Akintola Williams Deloitte and Ahmed Zakari & Co., as joint auditors, have indicated their willingness to continue as auditors of the Company in accordance with the provisions of section 357 (2) of the Companies and Allied Matters Act, Cap C20 LFN 2004. A resolution will be proposed authorising the Directors to fix the remuneration of the Auditors for the 2017 financial year. In compliance with the provisions of the Securities and Exchange Commission (“SEC”) Code of Corporate Governance, 2011, the Company puts the external audit contract out to tender at least every ten years. The timing of the next tender will be aligned with the cycle for rotating the audit engagement partner. Mahmud Kazaure Group Chief Legal Counsel and Company Secretary 27th February, 2017 Annual Report 2016 97
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