Committee
Lafarge Africa Plc’s corporate governance organization comprises 5 committees, which support, assist and advise the company’s Board of Directors on 5 topics: “Finance and Strategic Planning Committee”, “Nomination and Remunerations Committee”, " Risk Management & Ethics Committee", “Property Optimization Committee”, “Statutory Audit Committee”.
Committee practices and operation
- Mode of Operation
The committees meet at least twice per year at the initiative of their committee chairmen or at the request of the Chairman of the Board of Directors and the CEO. Half of the members must be present for meetings to take place. Each committee chairman sets the agenda for that committee’s meetings. - Practice and Consultations
The committees may find it necessary to consult with the Group's management team. They may also delegate their missions to experts. The committees report on their work to the Board of Directors by way of verbal statements, opinions, proposals, recommendations or written reports. - Director’s Compensation
The compensation of directors is proportional to their involvement in the different committees.
The Lafarge Africa Plc Board of Directors is supported by the following permanent committees:
The Committee's Terms of Reference includes:
- To review and make recommendations to the Board of Directors with respect to the Company's annual and long- term financial strategies and objectives.
- Develop and conduct review of the Finance, Sales and Marketing strategic plan and business objectives of the Company and make recommendations to the main Board.
- Ensure that the Company's strategic plan towards finance, sales and marketing and any other operations of the Company are transformed into concrete actions aimed at achieving the Company's objectives.
- Review and make recommendations to the Board as to strategic decisions regarding operational priorities, including expanding into new or exiting from existing business markets.
- Review and make recommendations to the Board, with respect to the Company's annual and long term financial strategies and objectives, as well as any related performance goals.
- Review financial matters of the Company, including matters relating to the Company's capitalization, its credit ratings, cash flow, borrowing activities, and investment and surplus funds, while working in close co-operation with the Company's management team.
- Review and make recommendations to the Board with respect to the Company's debt and securities, capital transactions and project expenditures, dividend policy and practices.
- Periodically review actual capital expenditures and performance against previously approved budgeted amounts.
- Such other duties as may from time to time be assigned to the Committee by the Board.
The objective of this Committee is to improve the selection process of the Board and to align with best practices of Corporate Governance. The Committee meets as the need arises to review the composition of the Board, recommend skill mix and the diversity required for appointment of new members to the Board and consider remuneration of Directors and senior executives of the Company.
The Risk Management and Ethics Committee is saddled with the following responsibility:
- Ensuring that the Company's policy on ethics adequately impacts positively on its Business partners and stakeholders e.g. Customers, Shareholders, Community, Government, Suppliers and the public;
- Prescribe new standards and mechanisms related to ethics and make recommendations to the Board.
- Consider the nature, extent and categories of the risks facing the Company, and the likelihood of such risks materializing, the Company's ability to reduce the incidence and the impact on its business, if the risks do materialize.
- Advise the Board on the cost of operating particular controls relative to the benefits thereby obtained in managing the related risks;
- Review the risk register and to notify the Board of changes in the status and control evaluation of risks;
- Keep under review and monitor the effectiveness of the Company's system of internal control, non-financial activities of management, including operational and compliance controls and risk management, environment, health and safety and report to the Board on an annual basis and;
- Monitors compliance of the Company regarding Health, Safety, Environment and Ethics.
This Committee is charged with the responsibility of considering optimization of the Company's properties.
The Audit Committee was established by virtue of the statutory requirement of Section 359 of the Companies and Allied Matters Act cap C20, Laws of the Federation of Nigeria 2004.Details of the Committees' function is in accordance with section 359 (6) of the Companies and Allied Matters Act cap C20, Laws of the Federation of Nigeria 2004.
