Nccg report ye 2024

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://nascon.dangote.com/

vii.

Financial Year End

31st December

viii.

Is the Company a part of a Group/Holding Company? If

Yes. Dangote Industries Ltd

yes, state the name of the Group/Holding Company

ix.

Name and Address of Company Secretary

Oluseun Oluwole. 15 Ikosi Road,

Lagos

x.

Name and Address of External Auditor(s)

PwC. 5b Water Corporation Close,

Victoria Island, Lagos

xi.

Name and Address of Registrar(s)

Meristem Registrars. 213 Herbert

Macaulay Way, Lagos

xii.

Investor Relations Contact Person

Morayo Tukuru

(E-mail and Phone No.)

+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

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

1

First

S/N

Names

Designation

Gender

Appointment

Remark/Profile

/Election

Mrs. Ayeni is a former Managing Director of

Shell

Nig.

Closed

Pension

Fund

Administrator Ltd. She is a graduate of

Economics from University of Manchester,

UK, and a Fellow of the Institute of

Mrs.

'Yemisi

Chairperson

December

Chartered Accountants

in England

and

1

Female

Wales. She was a Council Member of NGX

Ayeni

& INED

2015

Regulation

Limited,

Vice

Chairman,

Pension Fund Operators' Association and

Executive Board member of Women in

Management and Business. She was a Non-

Executive Director of Guinness Nigeria Plc

and Stanbic IBTC Pension Managers Ltd.

Mr. Mabe holds a Bachelor of Science

Degree in Chemistry and Mathematics from

Fort Hare University, South Africa. He is

2

Mr.

Thabo

Managing

Male

February

the former

CEO of

Unilever

Nigeria

and

Mabe

Director

2022

former MD/CEO of Dangote Flour Mills Plc.

He has a wide international working

experience, managing businesses in South

Africa, Germany as well as Nigeria.

Ms Aliko-Dangote is a lawyer and was the

Ms.

Fatima

Special Assistant to the Managing Director

of Dangote

Cement

and

Dangote Group

3

Aliko-

NED

Female

March 2016

Corporate Strategy. Prior

to

joining

DIL,

Dangote

she was an Associate in the law firm of

Banwo & Ighodalo.

Mr. Alake holds a BSc. and ACA. He worked

with PwC before joining DIL, and has been

4

Mr. Olakunle

NED

Male

November

Financial Controller and Head of Strategic

Alake

2007

Services and COO of the Dangote Group. He

is the Vice President of Dangote Industries

Ltd.

Ms. Aliko-Dangote holds BSc and MBA

Ms.

Halima

degrees. She was a Business analyst with

November

KPMG, Executive Director in Dangote Flour

5

Aliko-

NED

Female

2012

plc and

NASCON,

and

is currently an

Dangote

Executive Director in Dangote Industries

Ltd.

Ms. Abdurrahman is an architect with over

30 years' experience in the real estate

industry and serves on the boards of

several

companies

including Nigerian

Exchange Group Plc, Nigeria Mortgage

Refinance Co. and BBL Landmark Refinance

Realty/Landmark 2007 Global Realty. She

Ms.

Fatima

December

was the Founder/Chief Executive of Filmo

6

Wali-

NED

Female

Group and a member of the Advisory Board,

2015

Abdurrahman

Women's Investment Fund (Chapel Hill

Denham), as well as a Director and Deputy

President,

Housing

Professionals

Association of Nigeria. She is a member of

the Institute of Directors, Institute of

Management Consultant, Women in the

Boardroom

and

Women

Corporate

Directors.

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

2

Mr. Ulvmoen is a management professional

with an extensive background in finance

and

administration

of

multinational

companies including Revisor-Centret,

Norcem Group, Bulkcem and Scancem. He

7

Mr.

Knut

NED

Male

November

has

been

instrumental

in

moving

the

Ulvmoen

2007

Dangote Group from import and trading

into a manufacturing conglomerate with

tentacles across the African continent. He

holds an MSc degree in Business and is a

member of the Norwegian Association of

Authorized Accountants.

Mr. Dantata is an Executive Director in

Dangote Industries Ltd. He is the Chairman

8

Mr.

Abdu

NED

Male

November

of Agad Nigeria Ltd, a fellow of the Nigeria

Dantata

2007

Institute of Shipping, and has extensive

experience in sales, logistics and

distribution.

Mr. Ladan Baki's experience spans over

thirty years in public service and fund

administration. He sits on the board of

several companies and belongs to many

9

Mr.

Sada

NED

Male

September

professional

associations

including

the

Ladan Baki

1993

Institute of Logistics and Distribution,

Institute of Directors and the Nigerian

Institute of Marketing. He is a graduate of

Economics with an MBA from Ahmadu Bello

University, Zaria.

Professor Ogbechie has wide experience in

marketing,

strategy

and

corporate

governance derived from his consulting

work with Nigerian, Ghanaian and Kenyan

firms over the years. He is the Dean of

Lagos Business School and Professor of

Professor

Strategic Management,

Lagos

Business

December

School and

strategy,

sustainability

and

10

Chris

INED

Male

2015

corporate

governance

at

Strathmore

Ogbechie

Business School in Kenya. He was the

former Chairman of Diamond Bank Plc. and

has a first-class honours degree in

Mechanical

Engineering

from

Manchester

University, an MBA from Manchester

Business School and a PhD from Brunel

Business School UK.

2. Attendance at Board and Committee Meetings:

No.

of

No.

of

No.

of

No.

of

Board

Board

Committee

Board

of

Meetings

Meetings

Membership

of

Designation

Committee

Meetings

SN

Held

in

Attended

(Member

or

Meetings

Attended in

Directors

Board Committees

Held in the

the

in

the

Chairman)

the

Reporting

Reporting

Reporting

Reporting

Year

Year

Year

Year

Mrs.

Not

Not

1.

'Yemisi

8

7

None

Not applicable

applicable

applicable

Ayeni

2.

Mr.

Thabo

8

8

None

Not applicable

Not

Not

Mabe

applicable

applicable

3.

Ms. Fatima

8

8

Finance, Risk

&

Member;

4;

4

Aliko-

Audit Committee;

Member.

4,

4,

Dangote

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

3

Establishment

&

General-Purpose

Committee

4.

Prof.

Chris

8

6

Finance,

Risk

&

Chairman

4;

4;

Ogbechie

Audit Committee

Mr.

Finance,

Risk

&

Member;

4;

4;

5.

Olakunle

8

8

Audit Committee;

Alake

Finance,

Risk

&

Ms. Halima

Audit Committee;

Member;

4;

4

6.

Aliko-

8

5

Establishment

&

Member.

4,

4,

Dangote

General-Purpose

Committee

Mrs. Fatima

Establishment

&

Wali-

4;

4;

7.

8

7

General-Purpose

Member

Abdurrahm

Committee

an

Mr.

Knut

Establishment

&

4;

4;

8.

8

8

General-Purpose

Chairman

Ulvmoen

Committee

Mr.

Abdu

Establishment

&

4;

4;

9.

8

8

General-Purpose

Member;

Dantata

Committee

10.

Mr.

Sada

8

8

Finance,

Risk

&

Member;

4;

4;

Ladan Baki

Audit Committee;

Section D - Details of Senior Management of the Company

1.

Senior Management:

S/N

Names

Position Held

Gender

1.

Mr. Thabo Mabe

Managing Director

Male

2.

Mr. Adedayo Samuel

Company Secretary

Male

3.

Mrs. Aderemi Saka

Chief Finance Officer

Female

4.

Mr. Ayokunle Ushie

Head, Risk Management

Male

5.

Mrs. Diseye Oba

Head, Health, Safety, Sustainability and Environment

Female

6.

Mr. Kolawole Samuel

Head, Production

Male

7.

Mr. Murtala Zubair

Head, Human Resources and Administration

Male

8.

Ms. Zainab Abbas

Marketing Manager

Female

9.

Mr. Olushola Shosanya

Head, Sales

Male

10.

Mr. Patrick Mogaha

Head, Internal Audit

Male

11.

Mrs. Shalom Okonmah

Head, Procurement

Female

12.

Mr. Tunde Iwamofe

Financial Controller

Male

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

i) Does the Board have an approved

providing

Charter which

sets

out

its

Yes

entrepreneurial

and

responsibilities

and terms

of

It was approved in October 2021

strategic leadership as

reference? Yes/No

well

as

promoting

If yes, when was it last reviewed?

ethical

culture

and

responsible

corporate

citizenship. As a

link

between

stakeholders

and the Company, the

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

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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

i) What

are

the

qualifications

and

See their profiles above

Structure

and

experiences of the directors?

Composition

Yes,

Nascon

has

adopted

its

parent

"The

effective

ii) Does the company have a Board-

company's

Diversity

Policy.

There

discharge

of

the

approved diversity policy? Yes/No

were

4

women

on

the

10-person

responsibilities

of

the

If yes, to what extent have the

Board,

including

the Chair

and 4

Board

and

its

diversity targets been achieved?

women

in

the

12-person

senior

committees is

assured

management team.

by

an

appropriate

iii)

Are

there directors holding

Yes,

directors

hold

concurrent

balance

of

skills

and

concurrent directorships? Yes/No

diversity

(including

directorships

of

various

companies

If yes, state names of the directors

experience

and

within the Dangote Group.

and the companies?

gender)

without

iv)

Is

the

MD/CEO

or

an

compromising

Executive Director a chair of any

No. The MD does not belong to any

competence,

Board Committee? Yes/No

Board

committees;

he

attends

independence

and

If yes, provide the names of the

committee meetings as an observer.

integrity "

Committees.

i) Is the Chairman a member or chair

of any of the Board Committees?

No

Principle 3: Chairman

Yes/no If yes, list them.

ii)

At which Committee meeting(s)

"The

Chairman

is

was the Chairman in attendance

None

responsible

for

during the period under review?

providing

overall

iii)Is the Chairman an INED or a NED?

INED

leadership

of

the

iv) Is the Chairman a former MD/CEO

Company

and

the

or ED of the Company? Yes/No

Board, and eliciting the

No

If yes, when did his/her tenure as

constructive

MD end?

participation

of

all

v) When was he/she appointed as

Directors

to

facilitate

December 2015

Chairman?

effective

direction

of

vi) Are the roles and responsibilities

the Board"

of the Chairman clearly defined?

Yes. These are defined in the Board

Yes/No If yes, specify which

Charter.

document

i)

Does

the

MD/CEO have a

Principle 4: Managing

contract

of

employment

which

sets

out

his authority

and

Yes, he has a letter of appointment

Director/

Chief

relationship

with

the

Board?

Executive Officer

Yes/No

If no, in which

"The

Managing

documents is it specified?

Director/Chief

ii)

Does

the MD/CEO

declare

any

Yes. Directors have the opportunity to

Executive Officer is the

conflict

of

interest

on

head

of

management

declare conflicts at any time. The MD

appointment,

annually,

delegated by the Board

did not

declare

any

conflicts during

thereafter

and as they occur?

to run the affairs of the

the year.

Yes/No

Company to achieve its

iii) Which of the Board Committee

The Finance, Risk & Audit Committee

strategic objectives for

meetings did the MD/CEO attend

and

the

Establishment

&

General

sustainable

corporate

during the period under review?

Purpose Committee.

performance"

iv)

Is the MD/CEO serving as NED in

Yes. Dangote Rice Limited

any other company? Yes/no.

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

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If

yes,

please state

the

company(ies)?

v)

Is

the

membership

of

the

MD/CEO in these companies in

N/A

line with the Board-approved

policies? Yes/No

i)

Do

the EDs

have

contracts

of

N/A, the MD is the only ED

employment? Yes/no

ii)

If

yes,

do

the

contracts

of

employment set out the roles

and responsibilities of the EDs?

Principle 5: Executive

Yes/No

N/A, the MD is the only ED

Directors

If no, in which document are the

Executive

Directors

roles

and

responsibilities

support

the

Managing

specified?

Director/Chief

iii)

Do the EDs declare any conflict

Executive Officer in the

of

interest

on

appointment,

N/A

operations

and

annually, thereafter and as they

management

of

the

occur? Yes/No

Company

iv)

Are there EDs serving as NEDs in

any other company? Yes/No

N/A

If yes, please list

v)

Are their memberships in these

companies in line with Board-

N/A

approved policy? Yes/No

i)

Are the roles and responsibilities

of the NEDs clearly defined and

documented? Yes/No

Yes, in their letters of appointment.

If yes, where are these

Principle

6:

Non-

documented?

ii)

Do the NEDs have letters of

Executive Directors

appointment

specifying

their

Yes

Non-Executive

duties, liabilities

and

terms of

Directors bring to bear

engagement? Yes/No

their

knowledge,

iii)

Do the NEDs declare any conflict

Yes. Directors have the opportunity to

expertise

and

of

interest

on

appointment,

declare

conflicts

at

any

time.

The

independent

judgment

annually, thereafter and as they

NEDs did not make any declarations

on

issues

of strategy

occur? Yes/No

during the year.

and

performance on

iv)

Are

NEDs

provided

with

the Board

information

relating

to

the

Yes, at Board and Committee Meetings

management

of

the

company

and also on an ad-hoc basis as

and on all Board matters? Yes/No

requested by Board or as initiated by

If yes, when is the information

the management team.

provided to the NEDs

NEDs are provided with board packs in

v) What is the process of ensuring

advance

of

Board

and

Committee

meetings

to

enable

them

to review

completeness

and

adequacy

of

issues and obtain

explanations

from

the information provided?

Management

at

Board/Committee

meetings.

vi)

Do NEDs have unfettered access

to the EDs, Company Secretary

Yes

and the Internal Auditor? Yes/No

Principle

7:

i)

Do

the

INEDs

meet

the

independence

criteria

Independent

Non-

Yes

prescribed under Section 7.2 of

Executive Directors

the Code? Yes/No

Independent

Non-

Executive

Directors

ii)

Are there any exceptions?

No

bring a high degree of

iii)

What is the process of selecting

When a

vacancy

is

identified,

the

objectivity

to

the

Establishment and

General-Purpose

Board

for

sustaining

INEDs?

Committee

reviews profiles

of

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

6

stakeholder

trust and

potential candidates and makes

confidence"

recommendations to the Board for

approval.

occur? Yes/No

during the year.

vi) Does the Board ascertain and

Yes.

This

is done

during

the

appointment

process. Subsequently,

confirm the independence of the

INEDs are required to notify the Board

INEDs? Yes/No

of all new Board appointments. They

If yes, how often?

also

attest annually to

the Code

of

What is the process?

Conduct.

vii) Is the INED a Shareholder of the

Company? Yes/No

Yes, both INEDs are shareholders, each

If yes, what is the percentage

owning less than 0.001%

shareholding?

INEDs remuneration?

Board and Committee Meetings

3.

Directors' holiday allowance

i)

Is the Company

Secretary

in-

In-house

house or outsourced?

Holds an LLB, BL and was called to the

ii) What is

the

qualification

and

Nigerian Bar in 1980. He has been the

Company Secretary for over 22 years.

experience

of

the

Company

He

had

prior experience in

legal

Principle 8: Company

Secretary?

practice as a litigation counsel and as

Secretary

a Chief Magistrate.

"The

Company

iii)Where the Company Secretary is

Secretary

support

the

an employee of the Company, is

Yes

effectiveness

of

the

the person a member of senior

Board

by

assisting

the

management?

Board and management

• To the Chairman and the Board, on

to

develop

good

iv) Who does the Company Secretary

Board matters.

corporate

governance

report to?

•

To

the

MD on

day-to-day

practices

and

culture

administrative matters.

within the Company"

v) What is the appointment and

Appointment and removal are by the

removal process of the Company

Board in line with CAMA and the

Secretary?

Company's Articles of Association.

vi) Who undertakes and approves the

performance

appraisal

of

the

The MD

Company Secretary?

Principle 9: Access to

i) Does the company have a Board-

approved

policy

that

allows

Independent Advice

directors

access to independent

Yes. This

is

included in

the

Board

"Directors

are

professional

advice

in

the

Charter.

sometimes required to

discharge of their duties? Yes/No

make

decisions of a

If yes, where is it documented?

technical and complex

ii) Who bears the cost

for

the

nature

that

may

The Company

independent professional advice?

Report On Compliance With The Nigerian Code Of Corporate Governance 2018

7

require

independent

iii)

During

the

period

under

external expertise"

review, did the Directors obtain

any

independent

professional

No

advice? Yes/No

If yes, provide details.

They are reviewed by the MD and

Principle 10: Meetings

i) What is the process for reviewing

thereafter sent to the Chairperson.

of the Board

and approving

minutes

of

Board

Upon review by the Chairperson, they

"Meetings

are

the

meetings?

are circulated to the Board for

principal

vehicle

for

approval.

conducting

the

ii) What are the timelines for sending

Minutes are circulated several days

business

of the Board

before the Board Meeting where they

the minutes to Directors?

and

successfully

are to be considered for approval.

fulfilling

the strategic

iii)

What

are

the implications

Attendance is a condition for the

objectives

of

the

for Directors who do not meet the

Company to propose Directors for re-

Company"

Company

policy

on

meeting

election by shareholders at an AGM.

attendance?

i) Do the Board Committees

have

Board-approved Charters

which

Yes.

set out their responsibilities and

terms of reference? Yes/No

They are reviewed by the MD and

ii) What is the process for reviewing

thereafter sent to the Chairperson.

and approving minutes of Board

Upon review by the Chairperson, they