DANGOTE SUGAR REFINERY : DANGOTE SUGAR REFINERY NCCG 2018 FILINGS FOR THE 2023FY

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE

NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognizes that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

i. Every line item and indicator must be completed.

1. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
2. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
3. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.

Items

Details

i.	Company Name	Dangote Sugar Refinery Plc.
ii.	Date of Incorporation	January 4th, 2005
iii.	RC Number	613748
iv.	License Number	L.2202
v.	Company Physical Address	GDNL Administrative Building, Terminal E, Shed
		20, NPA Apapa, Wharf Complex, Apapa, Lagos
vi.	Company Website Address	https://sugar.dangote.com/
vii.	Financial Year End	December 31st 2023
viii.	Is the Company a part of a	Yes
	Group/Holding Company? Yes/No
	If yes, please state the name of the	Dangote Industries Limited
	Group/Holding Company
ix.	Name and Address of Company Secretary	Mrs. Temitope Hassan - GDNL Administrative
		Building, Terminal E, Shed 20, NPA Apapa,
		Wharf Complex, Apapa, Lagos.
x.	Name and Address of External Auditor(s)	PricewaterhouseCoopers - 5B,	Water
		Corporation Road, Landmark	Towers,
		Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	Veritas Registrars Limited- Plot 89a, Ajose
		Adeogun Street, Victoria Island, Lagos
xii.	Investor Relations Contact Person	Email:
	(E-mail and Phone No.)	[e-mail]
	Phone no: [phone]
xiii.	Name of the Governance Evaluation	DCSL Corporate Services Limited
	Consultant	conducted the last external Governance
		Evaluation
xiv.	Name of the Board Evaluation Consultant	DCSL Corporate Services Limited
		conducted the last external Board
		Evaluation

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Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation	Gender	Date First	Remark
		(Chairman, MD,		Appointed/ Elected
		INED, NED, ED)
1.	Alh. Aliko Dangote, GCON	Chairman	Male	20th July, 2006	Prior to 2006 when
					the Company was
					incorporated as a
					public limited
					liability company.
2.	Alh. Abdu Dantata	NED	Male	20th July, 2006	From inception as
					a public company
3.	Mr. Olakunle Alake	NED	Male	20th July, 2006	From inception as
					a public company
4.	Prof. 'Konyinsola Ajayi	NED	Male	20th July, 2006	From inception as
					a public company
5.	Ms. Bennedikter Molokwu	NED	Female	20th July, 2006	From inception as
					a public company
6.	Ms. Maryam Bashir	NED	Female	30th Jan, 2014	Appointed by the
					Board in 2014
7.	Mr. Uzoma Nwankwo	NED	Male	20th July, 2006	From inception as
					a public company
8.	Mr. Ravindra Singhvi	GMD/CEO	Male	May 22, 2020	Appointed by the
					Board in 2020
9.	Mrs. Yabawa Lawan Wabi	INED	Female	February 28, 2023	Appointed by the
	(MNI)				Board in 2023
10.	Ms. Mariya Dangote	ED	Female	July 28,2023	Appointed by the
					Board in 2023

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings (2023FY):

S/No.	Names of Board	No. of Board	No. of	Membership	Designation	Number	of	Number of
	Members	Meetings	Board	of Board	(Member or	Committee	Committee
		Held in the	Meetings	Committees	Chairman)	Meetings		Meetings
		Reporting	Attended			Held in	the	Attended in
		Year	in the			Reporting		the
			Reporting			Year		Reporting
			Year					Year
1.	Alhaji Aliko	6	6	Nil	Board Chairman	N/A		N/A
	Dangote, GCON

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3.	Mr. Olakunle	6	6	Board	Member	4	4
	Alake			Governance
				Committee
				Board Finance	Member	5	5
				Committee
				Board Risk	Member	4	4
				Management &
				Assurance
				Committee
4.	Alhaji Abdu	6	6	Board Finance	Member	5	5
	Dantata			Committee
				Board Risk	Member	4	3
				Management &
				Assurance
				Committee
5.	Prof. Konyinsola	6	6	Board	Member	4	4
	Ajayi			Governance
				Committee
				Board Risk	Member	4	4
				Management &
				Assurance
				Committee
				Board Finance	Member	5	5
				Committee
6.	Mr. Uzoma	6	6	Board	Member	4	4
	Nwankwo			Governance
				Committee
				Board Finance	Chairman	5	5
				Committee
				Board Risk	Member	4	4
				Management &
				Assurance
				Committee
				Statutory Audit	Member	4	4
				Committee
7.	Ms. Bennedikter	6	6	Board	Chairman	4	4
	Molokwu			Governance
				Committee
				Board Finance	Member	5	5
				Committee
				Board Risk	Member	4	4
				Management &
				Assurance
				Committee
8.	Ms. Maryam	6	6	Board	Member	4	4
	Bashir			Governance

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				Committee
				Board Finance	Member	5	5
				Committee
				Board Risk	Chairman	4	4
				Management &
				Assurance
				Committee
				Statutory Audit	Member	4	4
				Committee
9.	Mrs. Yabawa	6	5	Board Finance	Member	5	3
	Lawan Wabi			Committee
				Board Risk	Member	4	3
				Management &
				Assurance
				Committee
9	Mr. Ravindra	6	6	Board Finance	Member	5	5
	Singhvi (Group			Committee
	Managing
	Dir./CEO)
10	Ms. Mariya Aliko-	6	4	N/A	N/A	N/A	N/A
	Dangote

Section D - Details of Senior Management of the Company

1. Senior Management (as at Dec. 31st, 2023):

S/No.	Names	Position Held	Gender
1.	Mr. Hassan Saliu	Group GM, HR & Admin	Male
2.	Mrs. Temitope Hassan	Company Secretary/Legal Adviser	Female
3.	Mr. Oscar Mbeche	Group Chief Finance Officer	Male
4.	Mr. Isiaka Bello	Chief Finance Officer	Male
5.	Mr. Ayokunle Ushie	Chief Risk Officer	Male
6.	Mr. Bello Sadiq	GM, Sales & Marketing	Male
7.	Mr. Babafemi Gbadewole	Chief Internal Auditor	Male
8.	Mr. Chris Okoh	Head, Refinery	Male
9.	Mrs. Ngozi Ngene	Head, Corporate Affairs	Female
10.	Mr. Chinnaya Sylvian	Chief Operating Officer, Numan	Male
11.	Mr. Rasheed Razeem	Head, Fleet Operations	Male

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12.	Mr. Ganiyu Bakare	Head, Supply Chain	Male
13.	Mr. Ganiyu Awotubo	Head, Information Technology	Male
14.	Mr. Itoro Unam	Head, HSSE	Male

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section E - Application

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter

Yes. The Board Charter was last reviewed in

"A successful Company is headed

which sets out its responsibilities and terms

July, 2023.

of reference? Yes/No

by an effective Board which is

If yes, when was it last reviewed?

responsible

for

providing

entrepreneurial

and

strategic

leadership

as

well as

promoting

ethical culture and responsible

Corporate citizenship. As a link

between stakeholders

and

the

Company, the Board is to exercise

oversight and control to ensure that

management acts in the best

interest of

the

shareholders

and

other stakeholders while

sustaining

the prosperity of the Company"

DPrinciple

2: Board Structure

and

i) What are the qualifications and

The Board comprises members with diverse

Composition

experiences of the directors?

experiences and multi-dimensional skills

"The effective

discharge of

the

ranging

from

Legal to

Finance, Auditing,

Business,

IT,

Corporate

Governance and

responsibilities of the Board and its

Economics amongst others. The Members

committees

is

assured by

an

appropriate

balance of skills and

are men and women of timber and caliber

diversity (including experience and

that have been involved in the success

gender) without

stories of multinationals, have served in

compromising

competence,

various

capacities at

State

and Federal

independence and integrity "

levels and continue to thrive in business.

The minimum academic qualification on the

Board is Master degree, and all members of

the Board are continuously trained in

relevant

areas

including

Sustainability,

Cyber-Security, and Risk Management

amongst others.

ii) Does the company have a Board-

Yes, the Company's Diversity Policy, is

approved diversity policy? Yes/No

incorporated into its various Board policies.

If yes, to what extent have the diversity

targets been achieved?

The achievement of the diversity target is

work in progress.

iii) Are there directors holding concurrent

Yes, there are directors holding concurrent

directorships? Yes/No

directorships within the Dangote Group, they

If yes, state names of the directors and the

are:

Alhaji Aliko

Dangote

(GCON), Mr.

companies?

Olakunle Alake and Mr. Ravindra Singhvi.

The companies with concurrent directorships

within the Dangote Sugar Refinery Plc.

Group are:

-

Nasarawa Sugar Company Ltd.

-

Dangote Taraba Sugar Ltd.

-

Dangote Adamawa Sugar Ltd.

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					iv) Is the MD/CEO or an Executive Director a	NO
					chair of any Board Committee? Yes/No
					If yes, provide the names of the Committees.
Principle 3: Chairman			i) Is the Chairman a member or chair of any	No, the Chairman is not a member or Chair
"The Chairman is	responsible	for	of the Board Committees? Yes/no	of any of the Board Committees.
If yes, list them.
providing overall leadership of the
Company	and	the	Board, and
eliciting	the		constructive	ii) At which Committee meeting(s) was the	None. The Chairman did not attend any
participation	of	all	Directors	to
Chairman in attendance during the	Board Committee meeting.
facilitate effective direction of the
period under review?
Board"
					iii) Is the Chairman an INED or a NED?	The Chairman is an NED
					iv) Is the Chairman a former MD/CEO or ED	No, the Chairman is not a former MD/CEO of
					of the Company? Yes/No	the Company.
					If yes, when did his/her tenure as MD end?
					v) When was he/she appointed as	Prior to 2006 when the Company became a
					Chairman?	public limited liability company.
					vi) Are the roles and responsibilities of the	Yes, the roles and responsibilities of the
					Chairman clearly defined? Yes/No	Chairman are clearly defined in the Board
					If yes, specify which document	Charter and the Chairman's Letter of
						Appointment.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles		Reporting Questions		Explanation on application or deviation
Principle		4:	i) Does the MD/CEO have a contract of	Yes
Managing			employment which sets out his authority and
Director/	Chief	relationship with the Board? Yes/No If no, in which
Executive Officer	documents is it specified?
"The	Managing
Director/Chief		ii) Does the MD/CEO declare any conflict of	Yes, the MD/CEO completes a Conflict of Interest Form
Executive	Officer is
interest on appointment, annually,	annually.
the	head	of
thereafter and as they occur? Yes/No
management
delegated by	the
Board	to	run	the	iii) Which of the Board Committee meetings did	The MD is a member of the Board Finance Committee
affairs	of		the
	the MD/CEO attend during the period under	and attended all the Committee's meetings during
Company		to
	review?	the period.
achieve		its
strategic objectives
for	sustainable		He was in attendance at the Board Risk Management
corporate				& Assurance Committee and the Board Governance
performance"
		Committee meetings upon the Committee
					Chairman's request.
				iv) Is the MD/CEO serving as NED in any other	Yes, the MD serves as NED on the Boards of Dangote
				company? Yes/no.	Sugar Refinery Plc. Subsidiaries as follows:
				If yes, please state the company (ies)?	-	Nasarawa Sugar Company Ltd.
					-	Dangote Taraba Sugar Ltd.
					-	Dangote Adamawa Sugar Ltd.

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			v) Is the membership of the MD/CEO in these	Yes, the MD/CEO's membership in the companies is in
			companies in line with the Board-approved	line with the Board-approved policies.
			policies? Yes/No
Principle		5:	i) Do the EDs have contracts of employment?	Yes
Executive		Yes/no
Directors
Executive Directors
ii) If yes, do the contracts of employment set out	Yes, the Contract of employment sets out the roles and
support		the
	the roles and responsibilities of the EDs?	responsibilities of the ED.
Managing
	Yes/No
Director/Chief
	If no, in which document are the roles and
Executive Officer in	responsibilities specified?
the operations and
management	of	iii) Do the EDs declare any conflict of interest on	Yes, this is done upon acceptance of appointment, and
the Company
	appointment, annually, thereafter and as	annually. In addition, disclosures are done when real or
			they occur? Yes/No	potential conflict situations arise.
			iv) Are there EDs serving as NEDs in any other	No ED is serving as NED in any other company.
			company? Yes/No
			If yes, please list
			v) Are their memberships in these companies in	There are no current EDs serving as NEDs in other
			line with Board-approved policy? Yes/No	companies
Principle	6: Non-	i) Are the roles and responsibilities of the NEDs	Yes,
Executive		clearly defined and documented? Yes/No If yes,	In their Letters of Appointment and Board Charters
Directors			where are these documented?
Non-Executive
Directors	bring	to	ii) Do the NEDs have letters of appointment	Yes, the Appointment Letters of NEDs specify their duties,
bear		their
	specifying their duties, liabilities and terms of	liabilities and terms of engagement.
knowledge,
	engagement? Yes/No
expertise		and
independent
judgment on issues	iii) Do the NEDs declare any conflict of interest on	Yes, the NEDs declare conflict of interest upon
of strategy	and
appointment, annually, thereafter and as	appointment, annually and when conflicts or potential
performance	on
they occur? Yes/No	conflicts arise thereafter.
the Board
			iv) Are NEDs provided with information relating to	Yes
			the management of the company and on	The quarterly Board Meeting Folders detail information
			all Board matters? Yes/No	about the management of the company, including but
			If yes, when is the information provided to
			not limited to financial statements of the Company.
			the NEDs
			v) What is the process of ensuring completeness	Information provided to the Board are properly reviewed
			and adequacy of the information	by Executive Management before circulation to the
			provided?	Board through the authorized information dissemination
				channel - The Company Secretariat.
			vi) Do NEDs have unfettered access to the EDs,	Yes, NEDs have unfettered access to the EDs, Company
			Company Secretary and the Internal	Secretary and Internal Auditor.
			Auditor? Yes/No
Principle		7:	i) Do the INEDs meet the independence criteria	Yes, and this is further assessed annually after
Independent Non-	prescribed under Section 7.2 of the Code?	appointment.
Executive		Yes/No
Directors

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles		Reporting Questions	Explanation on application or deviation
Independent	Non-	ii) Are there any exceptions?	No
Executive	Directors
bring a high degree
of objectivity to the	iii) What is the process of selecting INEDs?	In line with the Board Appointment Policy - Through a
Board for	sustaining
	rigorous selection process.
stakeholder	trust
and confidence"
iv) Do the INEDs have letters of appointment	Yes, they have appointment letters specifying their
			specifying their duties, liabilities and terms of	duties, liabilities and terms of engagement.
			engagement? Yes/No

1. Do the INEDs declare any conflict of interest on Yes, they declare conflict of interest situations upon

appointment, annually, thereafter and as	appointment, annually and when real or potential
they occur? Yes/No	conflict of interest situations arise.
vi) Does the Board ascertain and confirm the	∙ Yes
independence of the INEDs? Yes/No	∙ On an annual basis
If yes, how often?	∙ Through a review of the current position of the INED
What is the process?	in accordance with the independence criteria under
	Section 7.2 of the NCCG 2018 and/or other
	circumstances which may impair or appear to
	impair an INED's independent judgment.

1. Is the INED a Shareholder of the Company? No
   Yes/No
   If yes, what is the percentage shareholding?
2. Does the INED have another relationship with No, the INED does not have any other relationship with

			the Company apart from directorship	the Company neither does she own any shares in the
			and/or shareholding? Yes/No	Company.
			If yes, provide details.
			ix) What are the components of INEDs	Sitting Allowances and Annual Directors' Fees
			remuneration?
Principle	8:	i) Is the Company Secretary in-house or	The Company Secretary is in-house.
Company Secretary	outsourced?
"The	Company
Secretary support	ii) What is the qualification and experience of the	The Company Secretary	is a	Legal	Practitioner,
the effectiveness of
Company Secretary?	Chartered Secretary, a	Fellow	of the	Institute of
the	Board	by
	Chartered Secretaries & Administrators of Nigeria, with
assisting the	Board
	well over 2 decades of cognate experience.
and	management
to	develop	good
iii) Where the Company Secretary is an employee	Yes, the Company Secretary is a member of Senior
corporate
governance		of the Company, is the person a member of	Management.
practices	and	senior management?
culture within the
Company"
	iv) Who does the Company Secretary report to?	The Company Secretary reports to the Board functionally
				and to the MD/CEO administratively.
			v) What is the appointment and removal process	As stipulated in the Companies & Allied Matters Act 2020
			of the Company Secretary?
			vi) Who undertakes and approves the	The Chairman of the Board (on behalf of the Board)
			performance appraisal of the Company	functionally and the Group Managing Director,
			Secretary?	administratively.

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Principle	9: Access	i) Does the company have a Board-approved	Yes, the policy is documented in the Board Charter.
to	Independent	policy that allows directors access to
Advice				independent professional advice in the
"Directors		are	discharge of their duties? Yes/No
	If yes, where is it documented?
sometimes	required
to make decisions of
a	technical	and	ii) Who bears the cost for the independent	The Company bears the cost of independent advice.
complex		nature
	professional advice?
that	may	require
independent
external	expertise"	iii) During the period under review, did the	Yes, the Board engaged the services of some Legal,
					Directors obtain any independent professional	Financial, and other professional Advisers on some
					advice? Yes/No	technical matters.
					If yes, provide details.
Principle			10:	i) What is the process for reviewing and	∙ Minutes of Board meetings are circulated to Directors
Meetings	of	the	approving minutes of Board meetings?	before a scheduled meeting of the Board.
Board					∙ The circulated Minutes of the prior meeting are
"Meetings	are	the		reviewed and adopted at the Board meeting where
	they are presented for consideration.
principal	vehicle for
conducting		the		∙ Thereafter, the Minutes are signed by the Company
business of the Board		Secretary and the Chairman.
and		successfully
fulfilling the strategic	ii) What are the timelines for sending the minutes	Not later than 7days to date of the scheduled meeting.
objectives	of	the
to Directors?
Company.
					iii) What are the implications for Directors who do	Attendance at meetings may be a criterion for re-
					not meet the Company policy on meeting	election of a Director. Directors are expected to attend
					attendance?	at least two-thirds of Board meetings except where a
						leave of absence has been granted by the Board.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles		Reporting Questions	Explanation on application or deviation
Principle 11: Board	i) Do the Board Committees have Board	Yes, every Board Committee has its approved charter.
Committees		approved Charters which set out their
"To	ensure	responsibilities and terms of reference?
Yes/No
efficiency		and
effectiveness,	the	ii) What is the process for reviewing and	∙ Minutes of Board Committee meetings are circulated
Board	delegates
approving minutes of Board Committee of	to Directors before a	scheduled meeting of	the
some of its functions,
meetings?	Committee.
duties		and
responsibilities	to		∙ The circulated Minutes	of the prior meeting	are
well				reviewed and adopted at the Committee meeting
structured				where they are presented for consideration.
committees, without		∙ Thereafter, the Minutes are signed by the Company
abdicating	its
	Secretary and the Committee Chairman.
responsibilities"
			iii) What are the timelines for sending the minutes	Not later than 7days to the date of meeting.
			to the directors?
			iv) Who acts as Secretary to board committees?	The Company Secretary
			v) What Board Committees are responsible for	a. Board Governance Committee
			the following matters?	b. Board Governance Committee
			a) Nomination and Governance	c. Board Risk Management & Assurance Committee
			b) Remuneration	d. Board Risk Management & Assurance Committee
			c) Audit
			d) Risk Management

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