Corporate governance

Lafarge Cement WAPCO Nigeria Plc remains committed to institutionalizing corporate governance principles. The Company ensures adherence to the implementation of corporate governance rules of the Nigerian Stock Exchange, the Nigerian Securities and Exchange Commission and other regulatory bodies.

As in the past, the Board continues to operate in line with its responsibilities as contained in Regulatory Codes of Corporate Governance, the Companies Articles of Association and the Companies and Allied Matters Act.

The Company has ensured compliance to the guidelines on SEC specified by the code of corporate governance, which covers both financial reporting and corporate governance. The guideline is aimed at improving the framework for accountability, transparency, honesty and truthfulness in financial reporting.

In compliance with the Unclaimed Dividend Guidelines, the company has taken steps to upload the list of unclaimed dividends and certificates as at 31st December 2008 on the Company’s website. The Company has furthermore introduced an e-dividend form which is inserted in the Annual Report or can be obtained from our registrars Head office and website for ease of remittance of shareholders’ dividend.

As a Company that is fully committed to entrenching global best practices in every area of its operations, the Board and Management of the Company would continue to prioritise and comply with the extant corporate governance requirements.

The Directors are committed to ensuring that internationally recognized best practices in corporate governance are observed in all areas of the Company’s business. The Board continues to formulate policies aimed at creating an organization strongly positioned to achieve the ultimate good for the Company, the shareholders, employees and other stakeholders.

The Board meets every quarter to appraise the Company’s performance as well as ensure its compliance with all relevant laws. The Board also meets as and when necessary to guide Management and direct the affairs of the Company.

1) The Board Composition and its Committees

The Board has overall responsibility for ensuring that the Company is appropriately managed and achieves the strategic objectives of the Company.

The Company’s Articles of Association provides that the Company’s Board shall consist of not more than twelve directors. During the year, the Board comprised twelve directors: ten (10) non-executive including the Managing Director and three (3) executives.

The Company’s Board is composed of a non-executive chairman, with executive and non-executive directors, all bringing high levels of competencies and experience, with enviable records of achievement in their respective fields.

The Board meets regularly to set broad policies for the Company’s business and operations and it ensures that an objective and professional relationship is maintained with the Company’s auditors in order to promote transparency in financial and non-financial reporting.

2)  Role of the Board

1. Reviewing alignment of goals, major plans of action, annual budgets and business and business plans with overall strategy; setting performance objectives; monitoring implementation and corporate performance and overseeing major capital expenditure in line with approved budget.
2. Ensuring the integrity of the bank’s accounting and financial reporting systems and that appropriate systems are put in place for monitoring risk, financial control and compliance with the law.
3. Through the establishment of the Board Committees, making recommendations and taking decisions on behalf of the Board on issues of expenditure that may arise outside the normal meeting schedule of the full Board.
4. Ratifying duly approved recommendations and decisions of the Board Committees.
5. The board has supervisory responsibility for overall budgetary planning, major treasury planning and scientific and commercial strategies. The Board is responsible for satisfying itself that planning procedures and the Company’s overall objectives are appropriate.
6. Corporate Governance matters.
7. Periodic and regular review of actual business performance relative to established objectives.
8. Review and approval of internal controls and risk management policies and processes.

3) Records of Director’s Attendance

In accordance with Sections 258(2) of the Companies and Allied Matters Act Cap. C20 Laws of the Federation of Nigeria 2004, the record of Director’s attendance and meetings during year is available for inspection at the Annual General Meeting. The meetings of the Board were presided over by the Chairman and the Board met four times during the year. Written notices of the Board meetings, along with the agenda were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated.

Committees of the Board.

a. Finance Committee

The Committee is made up of:

1. Chief Joseph Sanusi - Chairman
2. Mr.Mobolaji Balogu
3. Mr. Emmanuel Oloruntoki
4. Mr. Samy Abdelkader
5. Professor Oyewole Oyewo
6. Jean Christophe Barbant

The Committee meets four times a year to review and make recommendations to the Board of Directors with respect to the Company’s annual and long- term financial strategies and objectives. 

b. Nominations Committee

The Committee consists of five members namely:

1. John Stull - Chairman
2. Jean Christophe Barbant
3. Professor Oyewo Oyewo
4. Chief (Dr.) Joseph Sanusi
5. Chief Ademola Awosanya

The Committee meets as the need arises to review the composition of the Board and recommends skill mix and diversity required for appointment of new members to the Board.

c. Audit Committee

The Committee comprises of three members namely:

1. Mr. Emmanuel Oloruntoki
2. Chief Joseph Sanusi
3. Mr. Mobolaji Balogun

In accordance with section 359 (5) of the Companies and Allied Matters Act cap C 20, Laws of the Federation of Nigeria 2004, the following members and directors were elected and nominated pursuant to Section 359 (4) of the said Act and will serve on the committee up to the conclusion of the 50th Annual General meeting. The functions of the Committee are provided in section 359 (6) of the Companies and Allied Matters Act Cap. C.20, Laws of the Federation of Nigeria 2004.

d. Property Optimisation Committee

The Committee is made up of five members namely:

1. Professor Oyelowo Oyewo - Chairman
2. Chief Ademola Awosanya
3. Mr. Samy Abdelkader
4. Mr. Mobolaji Balogun
5. Professor Oluremi Fayemi

The Committee meets to consider the management of the Company’s properties.

e. Risk Management &Ethics Committee

1. Jean Chirstophe Barbant
2. Mrs. Edodo Thorpe
3. Chief Ademola Awosanya
4. Mr. Isaiah Bingwa
5. Professor Oluremi Fayemi

4) Management Team

The day-to-day management of the business is the responsibility of the Managing Director/chief Executive Director who is assisted by a management team made of Heads of all departments in the Company. The Management Team hold scheduled meetings at least once a month to deliberate on critical issues affecting the day-to-day running of the Company.

5) Insider Trading

The Board has ultimately the responsibility for the Company’s compliance with the rules relating to insiders trading. The Company’s directors are prohibited from dealing in the Company’s shares in accordance with the Investment and Securities Act, 1999 and Lafarge WAPCO policy on insider trading.

6) Ethics and Code of Business Conduct 

The Company has adopted the Lafarge WAPCO code on ethics and business conduct to guide its business practices. All employees are aware of this and are required to observe these rules of business conduct in relation to the Company’s business.

An ethics workshop/training was organized for staff and stakeholders of the Company at different periods during the year.