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 recognises 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:Every line item and indicator must be completed.
Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
An explanation on how you are applying the principle, or otherwise should be included as part of your response.
Not Applicable (N/A) is not a valid response.
S/N | Items | Details |
i. | Company Name | Nascon Allied Industries Plc. |
ii. | Date of Incorporation | April 1973 |
iii. | RC Number | RC 11364 |
iv. | License Number | FRC/2012/0478 |
v. | Company Physical Address | 15 Ikosi Road, Lagos |
vi. | Company Website Address | https://salt.dangote.com/ |
vii. | Financial Year End | 31st December |
viii. | Is the Company a part of a Group/Holding Company? If yes, state the name of the Group/Holding Company | Yes. Dangote Industries Ltd |
ix. | Name and Address of Company Secretary | Oluseun Oluwole. 15 Ikosi Road, Lagos |
x. | Name and Address of External Auditor(s) | PwC. FF Towers, Ligali Ayorinde St, Victoria Island, Lagos |
xi. | Name and Address of Registrar(s) | Meristem Registrars. 213 Herbert Macaulay Way, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Morayo Tukuru +234 700 888 088 investors.nascon@dangote.com |
xiii. | Name of the Governance Evaluation Consultant | DSCL Corporate Services Ltd |
xiv. | Name of the Board Evaluation Consultant | DSCL Corporate Services Ltd |
S/N | Names | Designation | Gender | First Appointment | Remark/Profile |
1. | Mr. Olakunle Alake | Chairman | Male | November 2007 | Olakunle Alake is the Vice President, Dangote Industries Limited, a position which he assumed on March 1, 2024. Under this newly created Group Executives position, he is responsible for all the businesses in DIL excluding the Oil & Gas business. Prior to this position, Mr. Alake was the Group Managing Director of DIL, a position he held since 2018. He holds a Bachelor's degree in Civil Engineering from Obafemi Awolowo University, Ile-Ife (1983) and is a Fellow of the Institute of Chartered Accountants of Nigeria. Mr. Alake started his career with PwC, in September 1984 and resigned in 1990 to join Liberty Merchant Bank Limited, a financial institution of the Dangote Group, as the Financial Controller. In August 1993, he was appointed Managing Director/Chief Executive of Liberty Merchant Securities |
Limited. He was the Management Consultant and part of the team that provided turnaround services for a smooth takeover of International Trust Bank Plc by the Dangote Group in August 1996. In July 1997, he moved to the Group Corporate office as the Financial Controller and Head of Strategic Services. He was appointed to the Board as Executive Director and assigned the responsibility for the Group strategy, in 2001. In January 2007, he was appointed the Chief Operating Officer (COO) of the Group. | |||||
2. | Mrs Aderemi Saka | MD | Female | February 2025 | Mrs. Saka is the Managing Director. Prior to this, she was the Chief Financial Officer of the Company, and thereafter as the Deputy Managing Director. Mrs. Saka holds a bachelor's degree in accounting and an MBA in International Business from Georgia State University, USA. |
3. | Mr. Mahmud Tukur | INED | Male | July 2025 | Mr. Tukur is the Group CEO of Ashgrove Group, a director at Providus Bank Limited and Abumet Limited (a subsidiary of Julius Berger Nigeria Plc.). He previously served as the MD/CEO of Eterna Plc and was a director at Bourbon Plc and Polysmart Group. He holds a BSc Joint Honours in Accounting & Management from the University of Wales College, Cardiff. |
4. | Mrs. Tonya Lawani | INED | Female | July 2025 | Mrs. Lawani is the Group Chief Executive of Seal Group. She is a member of |
the Chartered Institute of Directors and a lifetime member of the Lagos Business School - Pan-Atlantic University. She holds a BSc in Economics from Ahmadu Bello University, Zaria, and an MBA from the Metropolitan School of Business & Management, UK. | |||||
5. | Mrs. Ifeyinwa Ighodalo | INED | Female | July 2025 | Mrs. Ighodalo is the founder of DO.II Designs Limited, and is the Chairman of the Advisory Board of Bukka Hospitality Ltd. She is also a founder and former Chairman of the Board of Trustees of WIMBIZ. She is a member of the Board of Trustees of the Interior Designers Association of Nigeria, and the Advisory Board of the Yemisi Shyllon Museum of Art. She holds a B.Sc. in Accountancy from the University of Nigeria, Nsukka. |
6. | Ms. Fatima Aliko-Dangote | NED | Female | March 2016 | Ms. Aliko-Dangote is Group Executive Director Commercial Operations -Oil & Gas at Dangote Industries Limited (DIL). In this role, she is responsible for driving commercial operations across the Group. Previously, she was the Executive Director, Commercial at Nascon. She is a member of the Nigerian Bar and was an Associate at Banwo & Ighodalo. She is passionate about philanthropy and is actively involved in the Aliko Dangote Foundation. She holds a law degree from the University of Surrey, United Kingdom and has attended leadership executive programs at Columbia University, |
Wharton School, and Cambridge University. | |||||
7. | Ms. Halima Aliko-Dangote | NED | Female | November 2012 | Ms. Aliko-Dangote is the Group Executive Director, Dangote Family Office & International Offices. She served as Executive Director of Dangote Flour Mills, where she led the successful turnaround and sale of the business. Prior to then, she served as Executive Director of Nascon and continues to serve as a Non-Executive Director of Nascon. She is currently the Board President of The Africa Center (TAC) in New York, a Board member of Endeavour Nigeria and a member of the Women Corporate Directors (WCD). She started off her career as an Analyst at KPMG and has over 13 years of professional experience. she holds a bachelor's degree in Marketing from American Intercontinental University, London, and a Master of Business Administration from Webster Business School. She is a Trustee of the Aliko Dangote Foundation. |
8. | Mrs. Fatima Wali-Abdurrahman | NED | Female | December 2015 | Mrs. Wali-Abdurrahman is an architect and is the Senior Advisor, Special Projects & Strategic Relations to the Group President, DIL. She serves on the boards of Nigerian Exchange Group Plc, Nigeria Mortgage Refinance Co. and BBL Landmark Refinance Realty/Landmark 2007 Global Realty. She is a graduate of both Architecture and Urban Studies from the University of Minnesota, U.S.A., and |
holds a M.Sc. (Arch.) in Economics and Management of Construction from the University of London. | |||||
9. | Mr. Abdu Dantata | NED | Male | November 2007 | Mr. Dantata is the Group Executive Director in charge of Logistics and Distribution in DIL. He is the Chairman of Agad Nigeria Ltd, and a Non-Executive Director in both Dangote Cement Plc. and Dangote Sugar Refinery Plc. He is also a fellow of the Nigeria Institute of Shipping, and obtained an Executive Programme Certificate in Sales and Marketing from the Kellogg Senior Management School at Northwestern University, Chicago. |
SN | Board of Directors | No. of Board Meetings Attended /Held in the Reporting Year | Membership of Board Committees* and Designation | No. of Board Committee* Meetings Attended /Held in the Reporting Year |
1. | Mr. Olakunle Alake | 8 out of 8 | Not applicable | Not applicable |
2. | Mrs Aderemi Saka | 8 out of 8 | Not applicable | Not applicable |
3. | Mr. Mahmud Tukur | 5** out of 8 | ARMC = Chair GC = Member | ARMC = 1 out of 1 GC = 2 out of 2 |
4. | Mrs. Tonya Lawani | 5** out of 8 | ARMC = Member FSC = Member GC = Member | ARMC = 1 out of 1 FSC = 1 out of 1 GC = 2 out of 2 |
5. | Mrs. Ifeyinwa Ighodalo | 5** out of 8 | FSC = Member GC = Chair | FSC = 1 out of 1 GC = 2 out of 2 |
6. | Ms. Fatima Aliko-Dangote | 8 out of 8 | ARMC = Member FSC = Chair FRMAC = Member EGPC = Member | ARMC = 1 out of 1 FSC = 1 out of 1 FRMAC = 3 out of 3 EGPC = 3 out of 3 |
7. | Ms. Halima Aliko-Dangote | 8 out of 8 | FSC = Member GC = Member FRMAC = Member EGPC = Member | FSC = 1 out of 1 GC = 2 out of 2 FRMAC = 3 out of 3 EGPC = 3 out of 3 |
8. | Mrs. Fatima Wali-Abdurrahman | 8 out of 8 | ARMC = Member GC = Member EGPC = Member | ARMC = 1 out of 1 GC = 2 out of 2 EGPC = 3 out of 3 |
9. | Mr. Abdu Dantata | 8 out of 8 | ARMC = Member FSC = Member EGPC = Member | ARMC = 1 out of 1 FSC = 1 out of 1 EGPC = 3 out of 3 |
* On June 30 2025, the Finance, Risk Management & Audit Committee (FRMAC) and Establishment & General-Purpose Committee (EGPC) were reorganized into the Audit and Risk Management Committee (ARMC), Finance and Sustainability Committee (FSC) and Governance Committee (GC).
** Three meetings were held prior to the appointment of the director.
Section D - Details of Senior Management of the Company 1. Senior Management:S/N | Names | Position Held | Gender |
1. | Aderemi Saka | Managing Director | Female |
2. | Abdulrauf Adamu | Head, Transport | Male |
3. | Ayokunle Ushie | Head, Risk Management | Male |
4. | Danjuma Musa | Head, Quality Control | Male |
5. | Diseye Oba | Head, HSSE & Sustainability | Female |
6. | John Bishop | Head, Engineering | Male |
7. | Kolawole Samuel | Head, Operations | Male |
8. | Murtala Zubair | Head, Human Resources & Administration | Male |
9. | Oladimeji Sorinmade | Acting Financial Controller | Male |
10. | Olayinka Obafemi | Head, Information Technology | Female |
11. | Oluseun Oluwole | Company Secretary & Legal Adviser | Female |
12. | Olushola Shosanya | Head, Sales | Male |
13. | Patrick Mogaha | Head, Internal Audit | Male |
14. | Shalom Okonmah | Head, Procurement | Female |
15. | Tijjani Sule | Head, Warehouse, Logistics & Stores | Male |
16. | Zainab Abbas | Head, Marketing | Female |
Part A - Board of Directors and Officers of the Board | ||
Principle 1: Role of the Board "A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a | i)Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed? | Yes. It was approved in October 2021 |
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" | ||
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity " | i) What are the qualifications and experiences of the directors? | Their profiles are stated above. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes, Nascon has adopted its parent company's Diversity Policy. There are 6 women on the 9-person Board, and 6 women in the 16-person senior management team. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes, directors hold concurrent directorships of various companies within the Dangote Group. Additional concurrent directorships are stated in their profiles above. | |
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide the names of the Committees. | No. The MD is not a member of any Board committees. | |
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all | i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No. The Chairman is not a member of any Board committees. |
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review? | None | |
iii) Is the Chairman an INED or a NED? | NED |
Directors to facilitate effective direction of the Board" | iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No |
v) When was he/she appointed as Chairman? | December 2024 | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes. These are defined in the Board Charter. | |
Principle 4: Managing Director/ Chief Executive Officer "The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance" | i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified? | Yes, she has a letter of appointment |
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. Directors have the opportunity to declare conflicts at any time. | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | All committee meetings. | |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | No | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | N/A | |
Principle 5: Executive Directors Executive Directors support the Managing Director/Chief Executive Officer in the operations | i) Do the EDs have contracts of employment? Yes/no | N/A, the MD is the only ED |
ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified? | N/A, the MD is the only ED |
and management of the Company | iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | N/A |
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | N/A | |
v) Are their memberships in these companies in line with Board-approved policy? Yes/No | N/A | |
Principle 6: Non-Executive Directors Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes, in their letters of appointment. |
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. Directors have the opportunity to declare conflicts at any time. | |
iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs | Yes, at Board and Committee Meetings and also on an ad-hoc basis as requested by Board or as initiated by the management team. | |
v) What is the process of ensuring completeness and adequacy of the information provided? | NEDs are provided with management reports in advance of Board and Committee meetings to enable them to review issues and obtain explanations from Management at Board/Committee meetings. | |
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes | |
Principle 7: Independent Non- | i) Do the INEDs meet the independence criteria | Yes |
Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence" | prescribed under Section 7.2 of the Code? Yes/No | |
ii) Are there any exceptions? | No | |
iii) What is the process of selecting INEDs? | INEDs are selected after a vigorous shortlisting and interview sessions. | |
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. Directors have the opportunity to declare conflicts at any time. | |
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes. This is done during the appointment process. Subsequently, INEDs are required to notify the Board of all new Board appointments. They also attest annually to the Code of Conduct. | |
vii)Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No | |
ix) What are the components of INEDs remuneration? |
| |
Principle 8: Company Secretary "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate | i) Is the Company Secretary in-house or outsourced? | In-house |
ii) What is the qualification and experience of the Company Secretary? | She is a lawyer with over 20 years of experience. | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes |
governance practices and culture within the Company" | iv) Who does the Company Secretary report to? |
|
v) What is the appointment and removal process of the Company Secretary? | Appointment and removal are by the Board in line with CAMA and the Company's Articles of Association. | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The MD and the Chairman | |
Principle 9: Access to Independent Advice "Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise" | i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented? | Yes. This is included in the Board Charter. |
ii) Who bears the cost for the independent professional advice? | The Company | |
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details. | No | |
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company" | i) What is the process for reviewing and approving minutes of Board meetings? | They are reviewed by the MD and thereafter sent to the Chairman. Upon review by the Chairman, they are circulated to the Board for approval. |
ii) What are the timelines for sending the minutes to Directors? | Minutes are circulated several days before the Board Meeting where they are to be considered for approval. | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | Attendance is a condition for the Company to propose Directors for re-election by shareholders at an AGM. | |
i) Do the Board Committees have Board-approved Charters which set out | Yes. |
their responsibilities and terms of reference? Yes/No | ||
ii) What is the process for reviewing and approving minutes of Board Committee meetings? | They are reviewed by the MD and thereafter sent to the Chairman. Upon review by the Chairman, they are circulated to the Committee for approval. | |
iii) What are the timelines for sending the minutes to the directors? | Minutes are circulated several days before the Board Meeting where they are to be considered for approval. | |
iv) Who acts as Secretary to board committees? | The Company Secretary | |
|
| |
vi) What is the process of appointing the chair of each committee? | They are appointed following a review of their qualifications and experience, in relation to the scope of the committee. | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | The Governance Committee has 3 INEDs out of 5 members. | |
viii) Is the chairman of the Committee a NED or INED? | INED | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | Yes. It is reviewed periodically as required | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | The Board and Committee charters were approved at the Board meetings in July and October 2021. Subsequent reviews will be as prescribed in the respective charters. | |
xi) How does the committee report on its activities to the Board? | Reports of the Committee meetings are circulated to the Board as part of its pack. The | |
Committee Chairmen present their reports at Board meetings. | ||
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | The Governance Committee has 3 INEDs out of 5 members. | |
xiii) Is the chairman of the Committee a NED or INED? | INED | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | Yes | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes | |
xvi) What are their qualifications and experience? | These are listed in their profiles above. | |
xvii) Name the financial expert(s) on the Committee responsible for Audit | All members are financially literate. | |
xviii) How often does the Committee responsible for Audit review the internal auditor's reports? | On a quarterly basis. | |
xix) Does the Company have a Board approved internal control framework in place? Yes/No | Yes | |
xx) How does the Board monitor compliance with the internal control framework? | Through the Audit & Risk Management Committee which makes recommendations to the Board. | |
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain. | Yes, the External Auditor's management letter, audit findings and Management's responses are reviewed by the Committee, which makes recommendations to the Board as appropriate. | |
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | Yes. The parent company's External Auditors Independence Policy has been adopted. | |
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review? | The Audit Committee held discussions with the Head of Internal Audit at least once during the year under review. | |
Committee responsible for Risk Management | ||
xxiv) Is the Chairman of the Risk Committee a NED or an INED? | An INED | |
xxv) Is there a Board approved Risk Management framework? Yes/No? If yes, when was it approved? | Yes July 2021 | |
xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | At each meeting i.e. quarterly. October 2025 | |
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | Yes. It is reviewed at least once a year. | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | The IT Data Governance Framework is presented to the Board Committee at least once a year. | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant | Yes. He holds a Bachelor's Degree in Geography from University of Ilorin and an MBA from University of Nicosia, Cyprus. He is a member of the Institute of Operational Risk | |
experience for this role? Yes/No | and an Alumni of the Risk Certification Program of the Global Association of Risk Professionals (GARP). | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | All Committee meetings | |
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board" | i) Is there a Board-approved policy for the appointment of Directors? Yes/No | Yes |
ii) What criteria are considered for their appointment? | Relevance of educational qualifications and professional experience to the Board's desired skills-mix. | |
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons? | Through their profiles and independent investigations. | |
|
| |
v) Please state the tenure | 8 years subject to the FRC Code. | |
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No? | Yes | |
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company" | i) Does the Board have a formal induction program for new directors? Yes/No | Yes |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | Yes July 2025 | |
iii) Are Directors provided relevant training to enable them effectively to discharge their duties? Yes/No If yes, provide training details. | Yes. Trainings are provided as required. |
iv) How do you assess the training needs of Directors? | Details of relevant trainings are provided to Directors, who indicate specific trainings they wish to attend from the details provided. | |
v) Is there a Board-approved training plan? Yes/No | No | |
vi) Has it been budgeted for? Yes/No | Yes. | |
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives" | i) Is there a Board-approved policy for evaluating Board performance? Yes/No | Yes |
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No | Yes | |
iii) If yes, indicate whether internal or external. Provide date of last evaluation. | External | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | Yes. October 28 2025 | |
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No | Yes | |
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No | Yes | |
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its | i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation. | Yes 2024/2025 |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | Yes. October 28 2025 |
governance standards, practices and processes are adequate and effective" | iii) If yes, please indicate the date of last presentation. | October 28 2025 |
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No | Yes | |
Principle 16: Remuneration Governance "The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term" | i) Is there a Board-approved Directors' remuneration policy? Yes/No If yes, how often is it reviewed? | Yes. It was approved in July 2023 |
ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review |
| |
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved? | Yes. At the AGM on 8 May 2025. | |
iv) What portion of the NEDs remuneration is linked to company performance? | None | |
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance? | Yes. There is a salary scale for staff. Annual performance bonuses are linked to company and individual performance. | |
vi) Has the Board set KPIs for Executive Management? Yes/No | Yes | |
vii) If yes, was the performance measured against the KPIs? Yes/No | Yes. | |
viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No | No. |
| None | |
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy. | Yes. Excerpt from the Clawback Policy: The Board shall retain the right to reduce or claw back awards where:
| |
Principle 17: Risk Management "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company" | i) Has the Board defined the company's risk appetite and limit? Yes/No | Yes. This is detailed in the ERM Framework, which the Board approved in April 2023. |
ii) How often does the company conduct a risk assessment? | The Finance, Risk and Audit Committee reviews risk matters quarterly, and presents this review to the Board. | |
iii) How often does the board receive and review risk management reports? | This is presented as part of the Board Risk and Audit Management Committee's report on a quarterly basis. | |
Principle 18: Internal Audit "An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems" | i) Does the company have an Internal Audit function? Yes/No If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems? | Yes |
ii) Does the company have a Board-approved internal audit charter? Yes/No | Yes | |
iii) Is the head of internal audit a member of | Yes |
senior management? Yes/No | ||
iv) What is the qualification and experience of the head of internal audit? | BSc, MBA, FCA. He has over 20 years' experience in internal audit, information systems audit and fraud and forensic audit. | |
v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No | Yes | |
vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No | Yes. He reports quarterly to the Audit & Risk Management Committee, which subsequently reports to the Board. | |
vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No If yes, when was the last assessment? | Yes. October 2023 | |
viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit? | The MD and the Chair of the Audit & Risk Management Committee. | |
Principle 19: Whistleblowing "An effective whistle-blowing framework for reporting any illegal or unethical behavior minimises the | i) Does the company have a Board-approved whistleblowing framework? Yes/No If yes, when was the date of last review | Yes. August 2021 |
ii) Does the Board ensure that the whistleblowing mechanism and are | Yes. Posters and banners which detail how to utilize the mechanism are published around |
Company's exposure and prevents recurrence" | process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No | the company's locations. Emails are circulated reminding staff of the whistleblowing platform. |
| Yes. The Audit Committee is provided with details of reported cases and Investigations. | |
Principle 20: External Audit "An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements" | i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors? | The Audit & Risk Management Committee and the Statutory Audit Committee. |
ii) Who approves the appointment, re- appointment, and removal of External Auditors? | The shareholders at the AGM | |
iii) When was the first date of appointment of the External auditors? | June 2018 | |
iv) How often are the audit partners rotated? | Every 5 years | |
Principle 21: General Meetings "General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the Company's business, governance and performance. They provide shareholders with an opportunity to exercise their ownership rights and express their views to the Board | i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders? | Over 21 days |
ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No | Yes. The Chairmen of the Board committees and the Statutory Audit Committee were present at the AGM. |
on any areas of interest" | ||
Principle 22: Shareholder Engagement "The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company" | i) Is there a Board-approved policy on shareholders' engagement? Yes/No If yes:
company's website? | Yes. August 2022, Yes it is. |
ii) How does the Board engage with Institutional Investors and how often? | On behalf of the Board, Management hosts investors' forums periodically. | |
Principle 23: Protection of Shareholder Rights "Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance" |
| Yes. The investors' presentations are published on the Company's website after the forums. The quarterly accounts are also published on the website and through the NGX Portal upon approval by the Board. |
Principle 24: Business Conduct and Ethics "The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence" |
| Yes. The Code applies to all the listed categories. |
4. Third parties | ||
ii) When was the date of last review of the policy? | March 2022 | |
iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No | Yes. Along with the whistleblowing mechanism, staff are provided with training on business ethics. | |
iv) What sanctions were imposed for the period under review for noncompliance with the COBE? | There were no breaches during the period under review. | |
Principle 25: Ethical Culture "The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence" |
| Yes.
awareness/circulation and ensuring adherence to the regulations through the Company's Registrar. |
| Yes.
| |
iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties? | By ensuring that all related party transactions including disclosures comply with the relevant regulations | |
iv) Does the company have a Board-approved policy on conflict of interest? Yes/No | Yes.
|
If yes:
| c) It applies to management/ employees. | |
Principle 26: Sustainability "Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful longterm business performance and projects the Company as a responsible corporate citizen contributing to economic development" | i) Is there a Board-approved sustainability policy? Yes/No If yes, when was it last reviewed? | Yes. In July 2023, the Company adopted its parent company's policy, which had been signed in July 2022. |
ii) How does the Board monitor compliance with the policy? | Management ensures compliance and provides periodic reports to the Board via the Finance and Sustainability Committee. | |
iii) How does the Board report compliance with the policy? | Management ensures compliance and provides periodic reports to the Board, via the Finance and Sustainability Committee. | |
iv) Is there a Board-approved policy on diversity in the workplace? Yes/No If yes, when was it last reviewed? | Yes. The Company has adopted its parent company's policy, which was signed in October 2018. | |
Principle 27: Stakeholder Communication "Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions" | i) Is there a Board-approved policy on stakeholder management and communication? Yes/No | Yes The Company has adopted its parent company's policy. |
ii) Does the Company have an up to date investor relation portal? Yes/No If yes, provide the link. | Yes https://salt.dangote.com/investor/ | |
Principle 28: Disclosures "Full and comprehensive disclosure of all | i) Does the company's annual report include a summary of the corporate governance report? Yes/No | Yes |
matters material to investors and stakeholders, and of matters set out in this Code, ensures proper monitoring of its implementation which engenders good corporate governance practice" | ii) Has the company been fined by any regulator during the reporting period? Yes/No If yes, provide details of the fines and penalties. | No. |
We hereby make this declaration in good faith and confirm that the information provided in this form is true.
Chairman of the Board of Directors | Chairman, Governance Committee |
Name: Olakunle Alake | Name: Ifeyinwa Ighodalo |
Signature: | Signature: |
Date: March 5 2026 | Date: |
Managing Director | Company Secretary |
Name: Aderemi Saka | Name: Oluseun Oluwole |
Signature: | Signature: |
Date: March 16, 2026 | Date: March 11 2026 |