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Corporate Governance AUDIT, COMPLIANCE & RISK MANAGEMENT COMMITTEE REPORT • Oversee the execution of risk management including identification, analysis and risk mitigation, within the scope of the risk appetite (approved by the Board) • Review with the Company’s Legal Counsel, any legal matter that could have significant impact on the Company’s financial statements and operations • Oversee the Company’s compliance program and adherence to the Code of Business Ethics • Establish a whistle blowing mechanism and monitor implementation Meetings The Committee met four times in 2016. Some members of our Senior and Executive Management teams were invited to meetings to provide information and updates on agreed tasks and directives given by the Committee from previous meetings. These include the Group CEO, Group CFO, Head of Internal Audit, Group Chief Risk Officer, the Chief Legal Officer, Company Secretary, Deputy Company Secretary and Compliance Manager. will describe the functions and activities of the Risk Management, Compliance and Audit Functions respectively. I Meeting attendance Director Ernest Ebi (Chairman) Olakunle Alake Sani Dangote Devakumar Edwin Emmanuel Ikazoboh Fidelis Madavo Olusegun Olusanya Dorothy Ufot Committee activities during 2016 Key matter considered Resourcing of key functions 22/02/16 12/04/16        n/a Committee actions • Approved the appointment of the Group Head of Internal Audit and the Deputy Head, Risk Management • The Committee commissioned the recruitment of Risk Managers for plants in Cameroon, Ethiopia, Senegal and Zambia and the recruitment of HSE Directors for the plants. • The Committee also approved the appointment of a Compliance Manager to facilitate the establishment of a Compliance function. Foreign exchange gap issues • The Committee invited the Executive Management team to develop an export strategy capable of generating significant foreign exchange in order to fund essential imports such as spares and workshop tools. Disciplinary Committee • The Committee constituted a Disciplinary Committee to handle staff related matters in a fair and transparent process, to ensure that applicable laws are followed and avoid any infringement of rights or future sanctions. Regulatory compliance Compliance Transport management strategy • The Committee instructed the Executive Management team to ensure compliance with the post-listing requirements of the Nigerian Stock Exchange. • The Committee reviewed and approved a compliance appraisal plan for 2016. • The Committee is reviewing the medium and long term strategy on optimising management of the transport function. Annual Report 2016 99      n/a 20/07/16    -   n/a 20/10/16       - -   

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