DangoteCementPlc 2018 AnnualReport
DangoteCementPlc 2018 AnnualReport
DangoteCementPlc 2018 AnnualReport
Highlights
2018: A year of
record performance
Financial highlights Read more on pages 64–69
₦435.3B 0.39x
2018 ₦435.3B 2018 0.39x
At a glance
Our purpose
To be the partner of choice for those who
are building Africa, creating sustainable
value for all our stakeholders.
Building prosperity
26,281 staff
13 sites
10 countries
Read more on pages 18–25
Investment highlights
At a glance continued
Where we operate
Truly Pan-African
Dangote Cement has production capacity of 45.6 million tonnes
per year across ten countries in Sub-Saharan Africa. We have
integrated factories in seven countries, a clinker grinding plant in
Cameroon and import and distribution facilities for bulk cement
in Ghana and Sierra Leone. Together, these operations make us
the largest cement producer in Sub-Saharan Africa.
03
25
20
Million tonnes
15
10
0
2010 2011 2012 2013 2014 2015 2016 2017 2018
Nigeria Cameroon Congo Ethiopia Ghana Senegal Sierra Leone South Africa Tanzania Zambia
Chairman’s statement
Building a
of stakeholders.
Recognising that a business has many
responsibilities, we have focused this
2018 Annual Report on our commitment
prosperous
to building a sustainable future for all
our stakeholders, including the local
communities that host our operations
across Africa.
Culture
Building a culture
of sustainability
Culture
More than 500 employees volunteered Ensuring employees have a strong Our Sustainability Report, published
their time, skills, energy and other sense of involvement, mutual respect alongside the Annual Report for the first
resources towards various projects in and belonging within our organisation time in 2018, also establishes our baseline
host communities across six countries, allows us to benefit from the wealth of performance in order to responsibly track
including environmental clean-ups, their collective knowledge and experience. our performance and transparently
teachings in public schools, donation This gives insightful perspectives when improve this year on year.
of medical equipment to community taking business decisions and a diverse
We recognise that building a culture of
healthcare centres, and other projects. array of skills to execute these decisions
sustainability is central to living these brand
so that Dangote Cement continues to
3. Number of Sustainability values and that a successful corporate
grow globally and sustainably.
Champions trained in 2018 culture requires us to continuously
During the year we trained 500 Sometimes, our high cultural diversity attract staff whose capabilities are
people as Sustainability Champions leads to contrasting views. Conflicts may aligned with our aspirations in integrity,
to consolidate sustainability thinking arise with external stakeholders, either transparency, anti-corruption and
and awareness across the Company. during the ordinary course of operations sustainability, including health, safety,
or during stakeholder engagement. social and environmental best practices.
Across all our training efforts, we devoted
We are developing grievance redressal
1,083 staff hours to in-house training
systems that allow us to better address 2018 stakeholder
in sustainability awareness and
conflicts and protect the rights of inclusion strategy
implementation. This represented
involved parties. We understand the critical role played
0.3% of our total staff hours devoted
to training. by our stakeholders as well as the value
Protection of brand values they bring to our business.
Dangote Cement aims to be Africa’s
Promoting diversity We realise that by paying close attention
brand of choice, through our Company
To create a working environment in which to their concerns and interests we are
values of leadership, based upon the
diversity is valued, we promote a culture building a relationship that is mutually
excellence of our products and services
of inclusiveness, providing everyone rewarding.
that reflects our entrepreneurial drive.
with opportunities to develop skills and
This is why we ensure our stakeholders
talents consistent with our values and We are committed to reflecting core values
are constantly consulted and their feedback
essential to support our business and in the way we do business, producing
is built into our decisions.
sustainability objectives. high-quality products that sell at
reasonable prices. We are supported by By adopting a pragmatic stakeholder
We are committed to building the business
excellent supply chain management and management approach that guides the
case for an organisational culture in
we enable positive impacts for our staff, way we identify and engage with our
which Dangote Cement's employees,
customers, suppliers, host communities stakeholders, we are able to listen and
contractors and stakeholders share
and local economies. identify their key concerns and develop
common values towards a more
strategies for addressing them while
responsible approach to doing business
maximising our positive impacts.
across the 7 Sustainability Pillars.
Culture continued
Internal stakeholder engagement Materiality assessment, peer This belief culminated in a media survey
In 2018, our approach primarily centred review and benchmarking exercise in which our team identified key topics
on collecting internal stakeholders’ In 2018, the Nigerian Stock Exchange frequently being reported, in order to
feedback on aspects of our business released its Sustainability Guidelines. identify the direction of public interest
processes, operations and activities that We achieved NSE compliance and a and subsequently factor this insight into
were material to them and deciding how GRI-Certified Sustainability Report the topics we chose as material this year.
we can best plug observed gaps. (separate to this Annual Report),
with limited assurance by PWC, was Materiality matrix
This strategy is critical because our
published in 2018. This is well ahead From the work described above, a list
internal stakeholders directly enable
of our originally projected 2020 timeline. of prioritised indicators was then created
our operations and processes and also
on a materiality matrix and shared with
interact with our host communities for Through a transparent process of both the data owners identified at
critical feedback about our impacts on assessing materiality, we worked with Dangote Cement as well as members
local people, their economy and their Deloitte, PricewaterhouseCoopers of the Board for validation.
physical environment. and CSR-in-Action, building on the
benchmarking exercise and employee These individuals were asked to rate
In 2018, we extensively engaged our
survey, to identify those topics that each indicator’s level of importance from
internal stakeholders, with the aspiration
reflect our organisation’s significant their perspective where they disagreed
to engage external stakeholders across all
economic, environmental and social with the proposed placement on
tiers for more comprehensive feedback
impacts, as well as those that the matrix.
in 2019.
significantly influence our stakeholders, Once the matrix was updated we
In May 2018, we commenced our in accordance with the GRI Sustainability presented it once more for a final
internal stakeholder engagement with Reporting Guidelines. validation and conclusion. The result
a comprehensive survey across all of
is shown on the opposite page.
our locations in Africa. Media survey
As GRI recommends that qualitative We are aware that public and shareholder
analysis, quantitative assessment and feedback is crucial within the guidelines
discussion be used to determine if a set by the GRI board and therefore must
topic is material, we targeted a diverse be factored into every action we take in
group of employees for a representative our journey towards GRI compliance.
sampling of Dangote Cement across
Africa, with a total of 1,170 participants
across twelve locations.
Through this survey, we were able to
identify the main topics that Dangote
Cement’s employees consider to be
material for our reporting.
Importance
to stakeholders
High
Environment: energy,
Regulatory compliance
water, emissions,
biodiversity and Sustainability
waste management management system Product safety
Consumer education
Indirect economic impact
Low
Low High Importance
to Dangote
Cement
• The topics shown on the materiality matrix are indicators that have been identified by
stakeholders as material in 2018.
• They also reflect issues that we have identified as material to our business operations.
Key
Less important Moderately important Important Very important
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GRI - Global Reporting Initiative UNGC - United Nations Global Compact NCCG - Nigerian Code of Corporate Governance
GRICorporation
IFC - International Financial - Global Reporting Initiative
SDG - Sustainable Development Goals NSE - Nigerian Stock Exchange
IFC - International Financial Corporation
UNGC - United Nations Global Impact
SDG - Sustainable Development Goals
Next steps NCCG - Nigerian Code of Corporate Governance
The chart above shows
NSE - how Dangote's
Nigerian Stock Exchange In addition to improving on our internal 7 Sustainability Pillars of our business,
unique 7 Sustainability Pillars align with stakeholder engagement in the in an authentic and responsive way.
global initiatives such as GRI and the forthcoming year, we will increase our
Sustainability Charter of the GCCA. scope to include the participation of
external stakeholders.
We consider it to be a work in progress
and recognise that the opinions of our This will enable us to understand in more
stakeholders, both internal and external, depth what aspects of Dangote Cement Dr Ndidi Nnoli Edozien
are critical in assessing our sustainability and its operations are the most material Group Chief, Sustainability
impact and materiality. for them and ensure that we are always and Governance
living The Dangote Way across the 25th February 2019
Economic
Creating long-term
value for local and
national economies
that host our
operations
KPIs
Value added Headcount Household income
₦504.1 billion 26,281 ₦29.6 billion
This represents the additional wealth Across its operations and transport, In 2018, Dangote Cement contributed
created by Dangote Cement in 2018. Dangote Cement directly employed ₦29.6B to direct household income
18,312 people in 2018, with a further in Nigeria, with an additional indirect
7,969 third-party contractors. impact of ₦32.0B
4,100Mt 247Mt
Cement consumed by the Cement consumed by
world's 7.7 billion people Africa's 1.3 billion people
Source: CemNet.com estimates. Source: CemNet.com estimates.
Markets
$2.4 trillion
Investment needed
between 2016–2040
The 2018 business along its length, all of which can have
Developing markets landscape for Dangote Cement positive impacts on GDP growth. This,
Dangote Cement operates in ten in turn, feeds back into higher demand
countries across Sub-Saharan Africa, for cement. Likewise, buildings such as
SSA economic growth a region that the International Monetary factories will use cement and create jobs
and prosperity that enable people to
+3.1% Fund estimated would increase GDP by
3.1% in 2018. This compares favourably buy, build or extend their homes.
2017 +2.7% with other regional growth rates such All Dangote Cement’s integrated factories
as the 2.2% growth estimated for the are modern, fuel-efficient plants that use
2016 +1.4%
European Union and 2.2% for the G7 the latest technology to produce
Estimates: IMF Regional Economic Outlook, group of countries. high-quality cement.
October 2018.
All our ten countries of operation have This enables us to compete very
growing economies, ranging from just effectively in a Sub-Saharan cement
Nigerian GDP recovering 0.8% growth in South Africa to an industry that is fragmented and
estimated 7.5% in Ethiopia. Most of the
+1.9% economies in which we operate are
characterised by smaller-scale operators
with older technologies, some even
growing at between 2% and 5%; the using legacy technologies such as
2017 +0.8%
key Nigerian economy is still recovering wet-process production, which is
-1.6% 2016 from recession and the Nigerian National highly energy demanding.
Source: Nigerian National Bureau of Statistics, Bureau of Statistics estimated 1.9%
February 2019. growth in 2018, with IMF forecasts of As a result, we can operate as the
2.3% for 2019. lowest-cost producer and support
our cement manufacturing with strong
• N
igeria’s economy is the largest in This economic growth was reflected in investment in marketing and logistics.
Sub-Saharan Africa and the most the fact that most of our host countries
important to Dangote Cement increased consumption of cement We avoid competing on price, preferring
during the year. Our largest market, to offer a better-quality product at the
• E
stimated at US$411B in 2018 Nigeria, saw an 11% increase in cement same price as rival offerings. This has
(Source: Trading Economics) consumption, from 18.6 million tonnes in enabled us to gain good market shares
• IMF forecasts GDP growth of 2017 to 20.7 million tonnes in 2018. very quickly when we have entered new
2.3% for 2019 markets across the region.
Although its core business is dependent
• O
il sector contributes nearly 9% of on the Nigerian economy, Dangote Given recent financial pressures at
GDP, while agriculture contributes Cement is a diversified business and this other manufacturers in the region, it is
approximately 23% reduces the impact of economic and obvious that our strategy has disrupted
political uncertainties across our theatre Sub-Saharan Africa’s cement markets.
• Higher oil price, less pipeline of operations, as well as the impact of
disruption, increased agricultural By contrast, we strengthened our
seasonal factors such as rainfall. market leadership in 2018 and believe
output helping recovery after
recent recession Cement demand is driven by GDP and our strategy will enable us to continue
population growth and this anchors our growing and consolidating our position
belief that we have strong potential for in Sub-Saharan Africa.
growth in the coming decades as The opportunity is enormous. The
Read more on the Interview with countries bring infrastructure and United Nations estimates that the
the Chief Executive on pages 34–36 housing up to international standards. region’s population will grow to more
Cement is an attractive product to sell than two billion people by 2050, with
in the build-out phase of a region’s the urbanised population growing by
economic growth because it can be 800 million over the same time.
considered to act as a “GDP multiplier”. Providing housing, infrastructure and
For example, when roads are built they workplaces for them will be like building
require significant amounts of cement; Europe and America afresh within Africa.
the road itself improves logistics, That is a truly exciting opportunity for
reduces industry’s transportation costs Dangote Cement and its stakeholders.
and generates the need for buildings
Business model
Natural resources
Access to key natural resources
such as limestone close to our
plants, nearby sources of fuel and
our use of own-mined coal in Nigeria.
Human capital
Strong commitment to staff
development through Dangote
Academy’s extensive training
programme to create the engineers Sales and distribution
Premium product
and managers we need to sustain
our business success. Competitive advantages Competitive advantages
• L
ower cost of production • Large investment in logistics
Social licence
• Strong focus on quality • Good relationships with key
A constant commitment to work market dealers
with local communities to offer jobs, • H
igher-grade cements serve
procure services and provide other need for stronger products as • Rapid loading of trucks using
building height increases automated systems
benefits such as housing, water
and healthcare. • Product innovation for specialist • FMCG approach to sales
needs, e.g. rapid-setting cement • Strong assistance programme
for block makers for resellers
Economic
Power and fuel Value of exports from Nigeria
Kiln fuel and power represent major
costs in the production of cement, $76 million
Production and shortages of either will disrupt
production at great cost. We generate
Competitive advantages
our own electricity in countries such as Operational
• M
odern, energy-efficient Local procurement
Nigeria, Senegal and Zambia. Our use of
plants reduce costs and
improve product quality
locally mined coal in Nigeria has reduced 57%
our dependence on imported coal, in
• L
arge size of plants enables addition to improving fuel security.
significant economies of scale;
Social
at 13Mta, our Obajana plant
alone has more capacity than
Social investment in Nigeria
Logistics
many African countries Third-party logistics are not so well ₦1.4 billion
• P
lants designed to operate developed in many of our markets,
at high standards of including Nigeria, so we prefer to
environmental care in an operate our own fleets to ensure Environmental
increasingly regulated efficient deliveries to customers. Decrease in CO2 emissions per tonne
industry 2%
• H
igh degree of
automation Training
We have a strong commitment to training Financial
our staff at the Dangote Academy, to
Dividends paid to shareholders
augment Africa's educational system
and produce the specialist cement ₦178.9 billion
engineers we need.
Institutional
Board composition
Independence, diversity and
international outlook of the Board
strengthened with new directors
Strategy
2.45x
Every ₦1.00 of household income generated
24,000
₦72.7B would fund the building of 24,000
directly by Dangote Cement‘s operations in average-sized, three-bedroom bungalows
Nigeria generates a total of ₦2.45 in the in a rural area of Kogi State.
Nigerian economy.
Operational
Modern, efficient
factories producing
the highest quality
cement for local
market needs
KPIs
Group volumes Nigerian volumes Pan-African volumes
+7.4% +11.4% +0.0%
2018 23.5Mt 2018 14.2Mt 2018 9.4Mt
Group volume growth was mostly Nigerian sales grew strongly, helped Pan-African volumes were affected by
driven by a good recovery in Nigeria, by the launch of the new Falcon and stoppages in Ethiopia and Tanzania,
where building activity recovered BlocMaster products and supported by but Zambia and Senegal achieved
after recession. improved marketing and distribution. good growth.
₦418.7B 51.1%
Total value of bought-in materials Capacity utilisation across our
and services across all Dangote integrated factories, which
Cement operations in 2018 produced 21.5Mt of cement
Operating review
FALCON
Product innovation It is ideal for block makers, enabling
In 2018 we launched two new them to turn their moulds quicker than
products into our main market, Nigeria: with other products. Both Falcon and Suitable for low-load
Falcon and BlocMaster. Falcon is a BlocMaster were developed after building needs
32.5-grade cement that addresses extensive in-house research and
needs at the lower end of the market, feedback from the market.
BlocMaster
where strength is less of a requirement.
We will continue to drive product
As such, it is ideal for applications such
innovation to meet the needs of local
as single-storey houses, walls, A stronger, more rapidly
builders across the ten markets in
mortaring and driveways. setting cement for multiple
which we operate.
applications
BlocMaster is a premium 42.5R
cement, setting rapidly to provide
excellent early strength after one day,
and superior strength after 28 days.
28 Dangote Cement
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“Efficient operations
improve our operating margins.
65.8Mt
are good for the 7,423 Source: CemNet.com, estimates.
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Strategic report
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We also introduced our Safe System Our Health and Safety Policy is
of Work initiative, including job hazard championed by the Chief Executive
analysis, pre-work inspections, HSE Officer and is designed to achieve
meetings and a Permit to Work system. continuous improvement in safety
We implemented corrective actions from practices for Dangote Cement's
all near misses reported, accident employees, contractors, suppliers,
investigations and HSE audits. customers, host communities, visitors
and other stakeholders.
Dangote Cement has also developed
an annual HSE Plan & Objectives, which Fatalities
will enable us manage HSE the way we
manage our core business. All operating
countries will set leading indicators with
6
2017: 2
specific action plans by completing the
Year 2019 HSE Plan & Objectives. Lost-time injuries
Leaders at all levels of the Company
are responsible and accountable for 26
2017: 22
HSE affairs in their areas of operations.
In 2019, we will develop and implement
an integrated HSE management system in Accident frequency rate
line with the newly introduced ISO 45001.
This will help us maintain our status as a 30
world‑class HSE performer.
We trained a total of 24 HSE
professionals across Obajana, Ibese
and Gboko (plant and transport) up to
the UK NEBOSH International General
Certificate standard. This is a significant
investment in capacity building with
expected long-term positive impact
on the Group’s HSE records
and performance.
We continuously train our employees
on best practices in health and safety in
the workplace and emergency response
procedures. We also ensure that we
provide the required personal protective
equipment they require to carry out their
jobs safely.
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Strategic report
Executive team
Joseph was appointed to the Board of Dangote Brian joined Dangote Cement as Group Chief Arvind was appointed Chief Operating Officer
Cement in 2010, as a Non-Executive Director. Financial Officer in 2014, having previously been in January 2018 after previously being Regional
He has substantial experience of the cement an Executive Director and Chief Financial CEO of Dangote Cement Nigeria. He has more
industry in Nigeria and became Acting Group Officer of Petropavlovsk PLC and of Aricom than 30 years’ experience in the cement industry.
Chief Executive Officer in January 2018 and PLC, both of which were listed on the Main
permanent CEO in April 2018. Market of the London Stock Exchange. Before joining Dangote Cement, Arvind
worked at Reliance Cement as CEO.
He has worked in several world-class Prior to joining Aricom, he was Chief Financial
corporations including Shell, BP, Blue Circle Officer of Gloria-Jeans Corporation, a leading He was previously the Regional CEO in ACC
(UK) and WAPCO (now Lafarge Africa), which Russian apparel manufacturer and retailer. He Limited, having worked most of his tenure in
he led as Managing Director/CEO for a decade has more than 20 years’ international experience operations and maintenance of plant as well
before taking up the appointment as Managing in senior financial roles with Associated British as leading important greenfield projects for
Director/CEO of National Electric Power Authority. Foods PLC, Georgia-Pacific Ireland Limited the company.
He also served as Special Adviser (Electric and Coca-Cola HBC. He holds a degree in Electrical Engineering
Power) to the President, Federal Republic of and a postgraduate degree in Industrial
Nigeria, under two separate administrations. He also trained as an accountant with KPMG
and is a member of the Institute of Chartered Engineering and Management. He has also
He has a BSc and an MPhil in Accountants in Ireland. been trained in a number of international
Mechanical Engineering. management colleges.
Adeyemi joined Dangote Cement in September Juan-Carlos joined Dangote Cement in 2012 Kashinath joined Dangote Cement in
2011 as Regional Sales Director and was and has 24 years’ experience in the cement February 2001 as a General Manager and
subsequently deployed to head depot operations. industry, having worked in multinational cement was subsequently elevated to Deputy Director
groups such as Diamante, Cemex, Asamer, of Projects, responsible for looking after
He took over the biggest market/region, Lagos, Dangote Cement’s projects.
and the Austrian engineering consultancy
in Nigeria in 2015 from where he was elevated
firm Austroplan.
to National Sales Director, responsible for He previously worked with different cement
looking after Dangote Cement’s sales in Nigeria. He brings to the Group a high degree of manufacturers in India, including BK Birla
He has worked in several companies such as managerial knowledge and international Group (Cement), Ambuja Cements and
PWC, KPMG, BJ Services, Globacom and experience gained from working in the global Grasim Industries Limited at different levels
Westcom on different roles and assignments. cement industry at sites in different countries. in project management and execution.
He obtained a First Class BA in Mathematics He has held Senior Management positions in He obtained a BA in Mechanical Engineering
from Obafemi Awolowo University, Ile Ife, Osun different parts of the world, including time as from Karnataka University, Karnataka State,
State in 1992 and an MBA from Aston Business Chief Executive Officer of the Libyan Cement in 1973.
School, Birmingham, UK. Company, as President of Dalmatia Cement
in Croatia, and as Regional Human Resources
Director for Cemex in South-East Asia.
Knut joined Dangote Industries Limited in Mahmud joined Dangote Cement in 2011 Musa joined Dangote Cement in March 2017
1996 as Finance Director. He previously had and has broad legal experience including as Group Chief Human Resources Officer.
extensive finance experience in companies commercial law, international business and He is a strategic management professional
including Norcem, Bulkcem and Scancem. civil litigation as well as contractual and with over 30 years’ experience acquired while
legislative drafting. working for a number of leading companies
As Group Managing Director of Dangote in the country including the Nigerian National
Cement, from 2002 to 2007, he was He is licensed to practise law in Nigeria, Petroleum Corporation (NNPC).
instrumental in Dangote Cement’s transition in the States of Maryland and New York in
from importing cement to becoming Nigeria’s the United States of America, and also before He also worked for Shell Petroleum Development
leading manufacturer. the Supreme Court of the United States. Company, between 1990 and 2008, in various
capacities. He was previously Registrar/CEO,
As part of this expansion, he was a key figure He obtained a Bachelor of Laws degree Chartered Institute of Personnel Management
in the acquisition of Benue Cement Company from Ahmadu Bello University, Zaria, in 1986 (CIPM), and a Fellow of the Institute.
and in the development of plans to build the and was called to the Nigerian Bar in 1987.
Obajana Cement factory in Kogi State. He holds a BSc in Economics and an MSc in
He also obtained a Master of Comparative Economics, with specialisation in Econometrics,
In addition to his work in cement, he was also Jurisprudence degree from Howard University both from Ahmadu Bello University, Zaria. He
involved in the development of Dangote School of Law, Washington DC, in 1994. also gained the degree of Doctor of Business
Industries Limited’s flour and sugar operations. Administration at Leeds Beckett University, in
the United Kingdom.
Oliver joined Dangote Industries as a Ravi was appointed Director of Operations, Rao joined Dangote Cement in 2006 to manage
management trainee in 2012, specialising Nigeria in June 2018. He has over 34 years some of the Group’s expansion projects. His
in finance. After substantial in-house training of success in managing cement manufacturing experience in project management spans 30
he was assigned to Dangote Cement in 2015, units in different countries. He was Plant Director years holding senior positions in management
as Head of Internal Reporting and Planning. Tabuk Cement Co., Saudi Arabia, Technical consultancy and industrial engineering.
Director, with Holcim in Eastern Europe and
He is a key member of the Company’s Relation Director with Lafarge, Austria. He is currently the Director of Operations for
Finance team, shaping its internal reporting the Pan-African region, with responsibility for
and planning framework as well as working Previously, he was the Director of Research & all operations outside Nigeria.
on the development of financial models for Development at Dangote Cement, during
which he made substantial contribution to He holds a BTech in Electrical Engineering which
numerous projects undertaken by the Group.
Dangote Cement product development he obtained at JN Technological University,
Oliver holds a BA in Economics and Statistics (42.5R, 3X brand). He holds a PhD in India, in 1977 and an MTech in Industrial
from the University of Benin and an MBA from Materials Science from the Indian Institute of Engineering and Operations Research from
the Lagos Business School in Nigeria. Technology, Delhi. the Indian Institute of Technology.
Revenue up 11.9%
₦901.2B
2018 ₦901.2B
2017 ₦805.6B
2016 ₦615.1B
EBITDA up 12.1%
₦435.3B
2018 ₦435.3B
2017 ₦388.1B
2016 ₦257.2B
Engr. Joseph Makoju Mni, OFR.
Group Chief Executive Officer
Cement volumes up 7.4%
23.5Mt
How would you summarise
A successful
Dangote Cement’s performance
in 2018?
It was a very good year for the Group
as a whole, despite a number of local
year and a
challenges that emphasised the importance
of having a diversified business. We
increased our overall sales volumes by
7.4% to 23.5 million tonnes, with revenues
strategy for
increasing by 11.9% to ₦901.2B and
EBITDA rising by 12.1% to ₦435.3B.
Our Group margin was 48.3%, which
is very good for our industry and keeps
sustainable
us well ahead of our competitors,
putting us at the top of the global
cement industry.
growth
What were the highlights
for Dangote Cement?
If we look at the whole year, we had
a very good recovery in Nigeria and it
was supported by much stronger
performances in Zambia, where we
increased volumes by 28.0%, and
in Senegal, up 9.3% and where we
were operating almost at full capacity.
But there were other highlights too,
like new product launches in Nigeria,
demonstrating our capability for
innovation and responsive customer
service, and our Group-wide
Sustainability Week in September.
Delivering superior
and sustainable
risk-adjusted returns
on our investments
The Dangote Way
What were the local challenges Even now, the motive for the incident is Sustainability features much
you faced? unclear. I travelled to Ethiopia straight more in this Annual Report;
In our main market, Nigeria, which away to comfort their families and be does that reflect a shift in
accounted for 60.2% of Group sales with staff at the plant in what was a very attitudes at Dangote Cement?
volumes, we saw good growth of 11.4% difficult time. I think our attitudes towards sustainability
over the year, despite heavy rains that I needed to learn what had happened are always being enhanced.
caused severe flooding and hit demand from a security perspective, to meet the
and logistics in September and October. The major European companies had
authorities and to listen to local people. much longer time to adopt best practices
In Pan-African operations we had some Obviously, we had made it a priority in sustainability, so the target we have set
civil disruption in Ethiopia that affected to focus our attention on maintaining is quite ambitious but it is definitely a
production and distribution in a market and enhancing good relationships good goal to have.
that had been so good for us in with the local communities around
previous years. I was delighted by the enthusiasm I saw
our plant because that was in during our first Sustainability Week, which
Our problems in Tanzania continued until everybody’s best interests. was held in September 2018.
November, when we finally got our gas In a wider context, we are looking
turbines running to replace the expensive After attending some of the sustainability
closely at the way we relate with local workshops it became obvious that staff
diesel generators we had been using. communities across our sites of operation are very committed to the 7 Sustainability
That will help us transform a monthly in Africa. We continue to look beyond Pillars and their role in the development of
loss into a monthly profit of about the dealing with local leaders and ensuring Dangote Cement.
same magnitude, and should have quite we engage with the rest of the
an impact on profitability in 2019. community around them. In addition, during the year I met with
many investors around the world and
It is our priority to continuously improve it was obvious that sustainability is very
As CEO, how did you deal with our community engagement everywhere important in their decision whether or
the incident in Ethiopia in which we operate. Our emphasis is on not to invest in a company such as
three colleagues lost their lives? economic empowerment of citizens Dangote Cement.
On a personal level I was heartbroken and our host communities, not just
to lose people I knew and worked giving them handouts.
with, and in such a shocking manner.
How does Dangote Cement A number of our plants are already What is the outlook for
thrive in a challenging operating running at high utilisation and we will Dangote Cement?
environment? see higher output in Congo, Tanzania I think the future looks very bright for us.
We have many competitive advantages and Sierra Leone in 2019. We have established a very strong
because of our size and strength and Beyond these organic efforts, we are platform for future growth and we are
they enable us to do well in a regional still pursuing an expansion strategy that looking to expand and consolidate our
cement market that is characterised by will involve new integrated factories in position across Africa.
smaller-scale producers, many of which Nigeria and Niger and new grinding We will continue to focus on building an
are using older technologies. capacity in countries such as Ghana efficient and sustainable business that
We can be considered a disruptor in our and Côte d’Ivoire. will be leading its market for many years
industry because of this; we focus on By the end of 2019 we will have clinker to come.
producing the best product at the lowest export facilities ready in Nigeria to serve
cost and backing it with good service Cameroon and then the new plants as
and logistics. they come onstream.
Regional overview
Nigerian operations
Nigeria’s cement market recovered well
in 2018. We estimate that total market
consumption was 20.7Mt, up 11.0% on
the 18.6Mt sold in 2017. Market growth
was stronger in the first seven months of
the year, before unusually heavy rain and
flooding affected demand in key regions,
which depressed sales from mid-August
to mid-November.
Dangote Cement’s Nigerian operations
increased volumes by 11.4% to 14.2Mt
in 2018, including export sales of
nearly 0.8Mt.
Ravi Sood K R Rao Domestic sales in Nigeria were 13.4Mt,
Director of Operations, Nigeria Director of Operations, Pan-Africa compared to 12.0Mt in 2017, because
of higher local building activity as the
economy recovered from recession.
As a result of our volume growth, Nigeria
increased revenue by 11.9% to ₦618.3B
and EBITDA by 10.2% to ₦397.4B at a
margin of 64.3%.
review
volumes sold in 2017. Factors depressing
sales included plant shutdowns in
Tanzania due to operational reasons,
civil disruption in Ethiopia and a
reduction of imports into Ghana
Both Nigerian and Pan-African from Nigeria.
civil unrest and plant stoppages. The total Pan-African volume represents
39.8% of Group sales volumes before
inter-company adjustments.
Despite level volumes, Pan-African
revenues of ₦283.3B were 9.6% higher
than 2017, because of higher pricing
across the region, and represented 31.4%
of total Group revenues.
The region’s EBITDA of ₦49.1B (before
central costs and eliminations), was up
28.2% on 2017's EBITDA and contributed
11.0% of Group EBITDA, at a margin
of 17.3%, compared to a margin of
14.8% in 2017.
Operating review
Nigeria
Nigeria is where we began operations more than a decade
ago and where we now have three of the largest and most
efficient cement plants in Sub-Saharan Africa.
Sales volumes Revenue
Lagos 14.2Mt
2017: 12.7Mt
₦618.3B
2017: ₦552.4B
11.4% 11.9%
Tanzania
Our 3.0Mta factory in Mtwara has now been installed with
gas turbines to power the factory, which will enable us to
produce more cement and at positive margins.
Sales volumes Revenue Dar es Salaam
0.6Mt
2017: 0.8Mt
₦19.5B
2017: ₦16.7B
-17.4% 17.1%
South Africa
Although its economy is subdued, South Africa remains
one of Africa’s largest markets for cement. Our facilities at
Aganang and Delmas can produce up to 2.8Mt per year.
Johannesburg
Ethiopia
Strong economic growth and a large and expanding
population make Ethiopia an attractive market for cement,
with high demand for infrastructure and housing.
Sales volumes Revenue Addis Ababa
2.1Mt
2017: 2.2Mt
₦51.4B
2017: ₦54.5B
-6.2% -5.7%
Cameroon
Cameroon lacks sufficient limestone for large-scale
cement manufacturing so we import clinker for grinding.
Soon, we will supply clinker from Nigeria and Congo.
Sales volumes Revenue
Yaounde
1.2Mt
2017: 1.2Mt
₦48.7B
2017: ₦43.2B
-1.8% 12.8%
Congo
Our recently opened 1.5Mta factory in Mfila can supply
almost all the country’s needs, reduce its dependence on
imported cement and enable it to become an exporter.
Sales volumes Revenue
0.2Mt
2017: 0.03Mt
₦7.5B
2017: ₦1.0B Brazzaville
598% 639%
Ghana
An important market for cement in West Africa, Ghana
lacks sufficient limestone and is obliged to import clinker
or bulk cement, which we plan to supply from Nigeria.
Sales volumes Revenue
0.8Mt
2017: 0.9Mt
₦25.4B
2017: ₦28.1B
Accra
-13.1% -9.7%
Senegal
Senegal commenced operations in 2014 when it was already
oversupplied by local producers, but quickly gained a
significant market share selling higher-quality cement.
Dakar
Sales volumes Revenue
1.4Mt
2017: 1.3Mt
₦35.0B
2017: ₦28.8B
9.3% 21.5%
Zambia
Our 1.5Mta factory at Ndola sits in the heart of the
Copperbelt mining area, with good access to Zambia’s
major cities and the Democratic Republic of Congo.
Sales volumes Revenue
Luska 1.0Mt
2017: 0.8Mt
₦33.1B
2017: ₦25.1B
28.0% 31.7%
Sierra Leone
Now that the country has begun to recover from the
recent Ebola crisis, its demand for imported cement
is being driven by the return of mining operations.
Freetown
Sales volumes Revenue
0.1Mt
0.1Mt
₦3.7B
2017: ₦3.0B
19.8% 27.6%
Social
Nurturing the
growth and the
wellbeing of our
employees and
host communities
KPIs
Total staff trained Community scholarships Graduate engineers trained
11,707 employees 972 students 46
Dangote Academy offered 114 different Nearly 1,000 Nigerian students Dangote Academy trained 46 students
training courses that were attended by benefit from Dangote Cement’s on its Graduate Engineers Training
more than 11,000 people scholarship scheme. Scheme in 2018.
2,085 8,160
New employees Total hours of training
engaged in 2018 courses offered by
Dangote Academy
Community
Supporting our
host communities
Strategic social investment is achieved through collaborative
community projects based on our core themes of education,
empowerment, employment and improvements in health.
13 locations
Our volunteers undertook
community projects in 13
locations across six countries
during Sustainability Week.
Supporting our host We value their useful feedback on how Contribution to income
communities we could be better neighbours and generation in host communities
Our host communities are among our partners for development. The direct and indirect jobs we create
most important stakeholders. have a multiplier effect on the economies
Resolving issues where we operate, generating income
They live close to our plants and are
Our host communities are provided with opportunities for our internal and
impacted by their operations in ways
functional platforms through which they external stakeholders.
that can be beneficial or detrimental.
can express their worries and concerns
For example, the total income generated
We understand the need to continue to about any of our business activities that
by Dangote Cement in Nigeria grew
invest in our host communities, create they may find disrupting.
from ₦72.4B in 2017 to ₦72.7B in
new job opportunities for local people,
We ensure that a dialogue exists with 2018, representing an increase of 0.4%.
provide scholarships for their children,
all the communities in which we operate.
provide healthcare, housing, education
By so doing, our host communities have Educational empowerment
and access to water where necessary,
access to key decision makers who We understand the critical importance of
support local businesses and contractors
represent Dangote Cement in their high-quality education for the development
and develop local infrastructure.
communities and who are trained and of host communities. This is why we have
Furthermore, we endeavour to operate committed to addressing their grievances. introduced scholarship schemes to help
with minimal possible harmful impact on students in our host communities achieve
If the issues cannot be resolved at the
our local communities, taking care to their educational and career aspirations.
local level, they can be escalated to the
respect their land and property, their More than 950 students were offered
Company's headquarters for a prompt
animals, the air that they breathe, their scholarships to study at different levels
and mutually acceptable resolution.
dignity, their cultural and religious beliefs of education in 2018. In our Ibese
and their way of life. communities, for example, the advent
Impact on host community
of the scholarship programme has
employment
Community engagement reportedly increased the rate of
As part of our community empowerment
We have a Community Engagement children’s enrolment in schools.
drive, our goal is to try to ensure that up
Policy that prioritises the establishment
to 80% of our workforce are from local
and nurturing of a mutually beneficial
communities. At the end of 2018 we
relationship with host communities.
employed 18,312 people directly, with
a further 7,969 third-party contractors
working for our Company.
Community continued
Community infrastructure This is why our social impact projects are Women’s empowerment
development deliberately targeted at meeting the most In November 2018, Dangote Cement
We understand that governments alone pressing needs of the different host Senegal began a fruit and vegetable
cannot meet the needs of our local communities around our plants, in line processing training programme
communities. As a major stakeholder in with the outcome of our community specifically for women. The capacity
these communities, we remain committed engagement programmes. building initiative will help agrarian
to supporting the development of social women from the Pout community to
Some of our flagship projects include:
amenities. In 2018, we invested ₦1.4B develop new skills in how to preserve
the Dangote Skills Development Centre,
of social investment for the construction their fruit and vegetable products.
Lokoja; Cottage Hospital, Mbayion,
of roads, schools, hospitals and several The programme will teach the women
Gboko; and the Ibese scholarship scheme.
other public utilities in the effort to close best practices in the preservation and
In Ethiopia seven classroom blocks were
some of the infrastructural gaps. processing of these farm products,
built during 2018. Furthermore, our
thereby enhancing their trade, income
operations in Obajana, Ethiopia and
Partnership for development and purchasing power.
Dangote Cement South Africa all
As a leading African brand, we are partners contributed to the construction of training
of governments and local communities in centres to offer skills development
the effort to build prosperous economies programmes for their host communities.
in our countries of operation.
Ethiopia
As part of its social investment In 2018, Dangote Cement invested In 2018, Dangote Cement South
programmes, our plant in Senegal approximately ₦1.4B in social Africa carried out a number of local
has carried out a number of projects for the benefit of local community initiatives including:
projects that have benefited communities. These investments
• scholarships awarded to 15 university
1,200 households, including: covered healthcare, education and
students to pursue engineering and
infrastructure developments,
• construction of the Solidarity Bridge other graduate courses;
amongst others, including:
of Keur Moussa, which has benefited
• leadership training to empower
eleven villages cut off from the nearby • at Gboko, scholarship grants totalling
local community leaders in the
town by flooding; ₦10 million were awarded to 493
Springbokpan and Verdwaal
people in the Mbayion community;
• rehabilitation of roads in Ngomene; communities, with a focus on mining
• at Ibese, a block of classrooms legislation, codes of conduct and
• construction of a college in Niakhip;
was constructed in Aga-Olowo general transformation; and
• construction of a maternity hospital for 80 students and we provided
• youth training in driving (50 students),
in Pout; scholarships to benefit 400 local
computer skills (25 students) and
students; and
• construction of classrooms, a basic electrical and mechanical
teacher’s house and toilets for • at Obajana, 249 students benefited engineering skills (15 students).
a school in Dias; and from a ₦25 million scholarship grant,
among other social investments.
• rehabilitation of a primary school
and construction of a health centre
in Mont Rolland.
People
Q Q
Dangote Cement has one of the How would you describe the
most diversified workforces in relationship between human
Africa. How do you manage this resources and sustainability?
diversity effectively? A
A There is a close-knit relationship
We operate in ten countries, from between the two because a
Senegal on the west coast of Africa, to sustainable business can only be
Dr Musa Rabiu Ethiopia in the east, and down to South created by people who understand
Group Chief Human Resources Officer Africa, so our operations span a large why sustainability is important.
geographic area and many different local Whether or not our sustainability
populations and ethnicities. Even within goals and objectives are achieved will
Q
countries, such as our home country be determined by the level of buy-in
What has been the approach
Nigeria, there is significant ethnic diversity and commitment at all levels, as well
to internal stakeholder
in different regions of the country. So as as the quality of the people making
management adopted by
an employer, we need to be mindful of the decisions and executing the
Dangote Cement, and how
differing cultures, tribal associations, strategy to achieve it.
effective has this approach been?
religions and local customs.
A The 7 Sustainability Pillars of
Our people are our biggest assets. We believe that all our staff should have The Dangote Way provide a
Around them revolves everything an equal platform to excel. We abhor all framework for building a strong
that makes us who we are and all forms of discrimination based on gender, institution, achieving operational
that we wish to be as a global race, religion, ethnicity, marital status sustainability, developing a sustainable
institution. We are therefore and so on. This is clearly stipulated in business culture and achieving social
committed to ensuring that they our human resources and employee responsibility in our internal and
continue to perceive the Dangote policies and we ensure strict compliance external relations, but the success
Cement brand as the best place to with our non-discrimination standards. of all of these will depend on how
work and thrive. To achieve this well our people are aware of, involved
objective, we ensure that we keep in and devoted to our corporate
them continuously informed and goals and values.
seek their opinion on issues that
impact them. We run a structure
that allows a level playing ground
for all employees and gives them the
freedom to hear and be heard.
Dangote Academy
114
talent from secondary and tertiary marketing skills, from “7 Habits of Highly
institutions through a structured Effective People” to “Smarter Selling”.
process; and Different training courses
Approximately 11,707 staff attended
• align our skills development to the these courses, with around 5,500 being
rapid changes in technologies by trained by the Dangote Academy itself
building long-term relationships and the rest being trained by 26 external
with OEMs and institutions training providers.
of learning.
Environmental
KPIs
Carbon emissions CO2 kg per tonne Water consumption
16.4 million tonnes 687kg 6.3 million tonnes
Total carbon emissions were We achieved a 2% reduction in Including all uses, we consumed more
16.4 million tonnes in 2018. CO2 per tonne, through greater than 6.2 million tonnes of water across
operational efficiency. our operations in 2018.
Environmental
Dangote Cement believes that sound efficiency in all our production processes finished cement, while the remaining 40%
environmental management, together and reduce, as much as is feasible, our of CO2 is generated by the combustion
with a strategic proactive approach to CO2 emissions, our water footprint and of fossil fuels in the kiln and to produce
addressing the challenges and opportunities our dust emissions. electricity to power the plant. In addition,
of climate change and water scarcity, is we must factor in the carbon emissions
This year, we started exploring the
fundamental to maintaining a successful of our inbound and outbound delivery
feasibility of using alternative fuels in our
and resilient business. fleets, and even those of our suppliers.
kilns through effective and fit-for-purpose
As the largest cement company in reutilisation of waste produced by our Our factories are modern, with most of
Africa, we are committed to complying sites, such as old tyres and packaging. our lines having opened in the last seven
with all relevant environmental regulations years. They have been designed to be
This is a further step towards reducing the
in the countries where we operate, intrinsically efficient through the adoption
use of fossil fuels in order to minimise
maintaining good standards of practice of cutting edge technology in cement
emissions of greenhouse gases and
on environmental management. We try production such as:
other pollutants from our cement
to apply economically sustainable
operations. • pre-heater and pre-calciner
development principles to our business,
technologies, which are regarded
while minimising the environmental
impact of our operations on our host Understanding and managing as the most efficient technology
our carbon footprint because they recycle heat from the
communities and the wider landscape.
The yearly global demand for cement kilns to pre-heat the raw mixture
In 2018, we decided to consolidate our increases at an average of 5–6%, with and achieve much of the chemical
knowledge and understanding of key most of the additional demand coming transformation of limestone before
environmental indicators including energy from emerging markets such as Africa it even enters the kiln;
consumption, water usage, greenhouse due to greater urbanisation, economic • vertical rolling mills for raw material,
gas emissions and dust emissions, in and demographic growth. coal and cement grinding which are
order to achieve better-informed decisions
The global cement industry is a major 40–50% more efficient than traditional
on environmental matters that are relevant
producer of global carbon dioxide ball mills;
for our business and our stakeholders.
emissions. • mechanical material transport and
In line with our commitment to
Approximately 60% of these emissions transfer systems equipped only with
continuously improve our environmental
are produced in the conversion of limestone conveyors and bucket elevators,
performance, we have developed and
(CaCO3), a key natural ingredient, to clinker which are up to 80% more efficient
implemented practices and technologies
(CaO), an intermediate component of than the traditional pneumatic systems;
aimed at upholding excellent energy
The Five Pillars of Global Cement and Concrete Association’s Sustainability Charter
Link to the 7 Sustainability Pillars of The Dangote Way
Health and Safety Climate change Social Responsibility Environment Circular economy
and energy and nature
• Apply the good • Develop a climate • Publish a Code of • Apply Environment • Promote the
safety practice change mitigation Conduct incorporating and Nature guidelines principles of a
guidelines strategy, and publish the principles • Set emission targets circular economy
of the GCCA targets and progress of internationally and report publicly across the
• Promote the proclaimed on progress value chain
sharing of good human rights • Apply the guidelines
health practice • Apply Social Impact developed for fuel
Assessment guidelines and raw material
• Establish a use in cement
systematic dialogue • Production
process with
stakeholders
Environmental continued
Understanding and managing as fly ash, to clinker, increase the use Consequently, although our operations
our carbon footprint continued of electricity produced by renewable do not require large quantities of water
• major process fans provided with sources, such as wind and solar, in comparison with other sectors, we
variable frequency drives (VFD) to particularly abundant, and still are committed to reducing the amount
vary the ventilation rate based on the underdeveloped, in Africa. of fresh water utilised by our operations
actual demand/operating conditions, to ensure more availability to the local
In 2018, our total greenhouse gas
which can reduce the input power communities. This is especially important
emissions resulting from captive power
by 40–80% (depending on the % in those regions where we operate that
plants and generators, and kilns and
flow rate) compared to more are characterised by endemic scarcity of
vehicles used at the quarries and sites
traditional dampers. potable water.
(Scope 1), as well as those associated
These measures have resulted in with the use of purchased electricity Most of our cement plants have been
operational cost savings, to the benefit (Scope 2), were 16.4 million tonnes, designed to recover, store and recycle
of margins, and at the same time equivalent to a specific or average groundwater resulting from quarry
produce fewer CO2 emissions than unit-based emission of 687kg CO2 per operations and/or the stormwater run-off
less modern plants for the same tonne of cementitious material produced. decanting from the plant, thus reducing
amount of cement. the consumption of freshwater and
Implementing efficient mitigate the potential impact on local
This year we have consolidated the communities and farming.
water management
greenhouse gas emission monitoring
We recognise that scarcity of drinkable In 2018, our total water consumption
and reporting system in order to verify
water is a significant global issue and from activities including production
the actual carbon footprint of all our
central to any sustainability initiative. processes, cooling, dust suppression,
operations and identify potential areas
for further improvement. We are aware that of all water on gardening, domestic and sanitary use
Earth, just 2.5% is fresh water and was 6.2 million tonnes.
However, as an increasingly
barely about 1% of that is usable by Across the Group’s activities, this
environmentally conscious organisation,
humanity, since the majority is locked represents an average use of nearly
we are aware that we cannot just rely
up in ice or deep underground. 270 litres of water per tonne of
on the good design of our plants and
we will need to explore innovative ways Rivers and lakes hold only a small fraction, cementitious product sold.
to continuously reduce our carbon but it is this water upon which the world’s Controlling our dust emissions
footprint along the whole value chain. population, farming and industry depend. Cement manufacturing processes
Possible options to reduce our greenhouse Africa is no exception and the continent’s generate dust emissions that, if not
gas emissions may include the use of fast-growing population and increasing properly managed, can have significant
alternative fuels, such as waste, in our urbanisation are accompanied by a impacts on both our workforce and
kilns, utilisation of more additives, such significant rise in water demand. our neighbours.
Ibese
Ethiopia
Senegal
South Africa
Zambia
Tanzania
Gboko
Congo
0 1,000,000 2,000,000 3,000,000 4,000,000 5,000,000 6,000,000
62 DangoteCement
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01 02 03 04
At Dangote Cement, we understand Measures adopted in this regard include: The good design of our plants, combined
the importance of reducing dust with good control and maintenance
• the storage of our raw materials in
emissions as much as is technically practices we have adopted, has allowed
warehouses and/or silos (stockpiling
and economically feasible. our plants to maintain the average dust
of dusty materials in open areas is
emissions at the stacks in a range
To achieve this, all our plants have avoided and undertaken only in
between 20 and 30 mg/Nm3.
been designed and provided with case of abnormal or emergency
state-of-the-art dust control equipment operating conditions); This is well below the typical regulatory
including bag house filters and threshold limits and the international
• handling of raw materials and
electrostatic precipitators. best standards (50 mg/Nm3).
intermediate and final products by
In addition to the control measures means of conveyors completely
adopted for the stack emissions, we closed and provided with bag house
have developed and implemented filters at the transfer points; and
specific programmes to mitigate the
• continuous dust suppression activities Massimo Bettanin
potential impact resulting from fugitive
by water spray and use of binding Group Chief, HSSE
emissions of dust.
material on internal roads both at the 25th February 2019
plants and quarries.
Annual
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2018 DangoteCement
Dangote Cement Plc
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Strategic report
Financial
Delivering strong
and sustainable
returns for our
shareholders
KPIs
Revenue up 11.9% EBITDA up 12.1% Dividend per share up 52.4%
₦901.2B ₦435.3B ₦16.00
2018 ₦901.2B 2018 ₦435.3B 2018 ₦16.00
Revenue growth was driven by higher EBITDA rose with increased revenues The Board has proposed a dividend
cement sales volumes in Nigeria and higher efficiency of ₦16.0 per 50 kobo share, up 52.4%
and better pricing across our key on the dividend for 2017.
Pan-African operations.
Financial review
A record
financial
performance
Brian Egan
Group Chief Financial Officer
Financial highlights
31st December 31st December
2018 2017
Year ended ’000 tonnes ’000 tonnes
Revenue by region
Nigeria 618,301 552,364
Pan-Africa 283,262 258,444
Inter-company sales (350) (5,226)
Total revenue 901,213 805,582
Group revenue increased by 11.9%, from ₦805.6 billion to Administration and selling costs
₦901.2 billion, driven by increased volumes in Nigeria and a 9.5% 31st December 31st December
increase in revenues per tonne in Pan-African operations. 2018 2017
Year ended ₦’million ₦’million
Cement volumes sold by Nigerian operations increased by Administration and selling costs 189,426 155,297
11.4%, with revenue from our Nigerian operations increasing
by 11.9% from to ₦552.4 billion to ₦618.3 billion. Total administration and selling costs rose by 22.0% to
Sales to domestic customers in Nigeria increased by ₦189.4 billion, mostly as a result of higher sales and associated
11.7% from 12.0Mt to 13.4Mt, with the remaining 0.76Mt distribution costs in Nigeria, which also include increased
being exported. export sales from Nigeria whose delivery costs are higher.
Haulage expenses in Nigeria increased by ₦10.2 billion to
Full year Pan-African volumes remained broadly constant at ₦56.7 billion from ₦46.5 billion. Haulage costs in Pan-Africa
nearly 9.4Mt, with lower volumes in Ethiopia, Ghana and increased by ₦3.2 billion, representing an 11.3% increase.
Tanzania being offset by increases in Zambia and Senegal.
The depreciation also contributed to the overall increase in
The increase in revenue per tonne in Pan-Africa was mainly Pan-African operating costs when these were converted to
the result of depreciation of the Naira, driving higher Naira Naira. The average exchange rate and year-end exchange rate
values when revenue was converted into Naira, as well as for the main currencies applied are as shown in the notes to
price adjustments in some countries. the financial statements.
Pan-African revenue constituted 31.4% of total Group revenue
(2017: ₦258.4 billion, 31.9%). Profitability
31st December 31st December
2018 2017
Manufacturing and operating costs Year ended ₦’million ₦’million
31st December
2018
31st December
2017
EBITDA 435,261 388,147
Year ended ₦’million ₦’million Depreciation and amortisation (96,563) (83,939)
Materials consumed 122,581 111,559 Operating profit 338,698 304,208
Fuel and power consumed 133,528 111,569
Royalties paid 1,134 1,136
EBITDA by region
Salaries and related staff costs 31,557 26,713
31st December 31st December
Depreciation and amortisation 64,544 59,598 2018 2017
₦’million ₦’million
Plant maintenance costs 29,562 26,848
Other production expenses 9,199 14,653 Nigeria 397,377 360,759
Increase in finished goods and Pan-Africa 49,062 38,276
work in progress (8,794) (786) Central costs and inter-company (11,178) (10,888)
Total manufacturing costs 383,311 351,290 Total EBITDA 435,261 388,147
Group manufacturing costs increased by 9.1%, mostly as Group earnings before interest, tax, depreciation and
a result of increased volumes in Nigeria. Manufacturing amortisation (EBITDA) increased by 12.1% to ₦435.3 billion,
costs in Nigeria increased by 7.4% from ₦158.6 billion to at a margin of 48.3% (2017: ₦388.1 billion, 48.2%) as a result
₦170.3 billion, on the back of the 11.4% increase in sales of the increased volumes in Nigeria and better prices per
volume for 2018. tonne achieved by Pan-African operations.
Although Pan-African volumes remained constant, manufacturing Excluding eliminations and central costs, EBITDA increased
costs increased by 10.6% from ₦192.7 billion to ₦213.0 billion, by 10.2% in Nigeria, to ₦397.4 billion at a margin of 64.3%
mainly due to exchange rate impacts as well as input (2017: ₦360.8 billion, 65.3%).
price adjustments. Despite level volumes, Pan-African EBITDA rose by 28.2%
The Nigerian Naira traded at ₦359/$1 at the end of 2018 to ₦49.1 billion, at 17.3% margin (2017: 14.8%), driven by
compared to ₦331/$1 at the end of 2017, a decline of 7.8%. better pricing that helped to offset losses in Tanzania, Congo
and Ghana.
Operating profit of ₦338.7 billion was 11.3% higher than the
₦304.2 billion in 2017, at a margin of 37.6% (2017: 37.8%)
driven by higher profitability in Nigeria.
Interest income 11,323 9,136 Property, plant and equipment 1,171,864 1,192,140
Net exchange gain — 26,790 Other non-current assets 87,79 2 57,089
Finance income 11,323 35,926 Intangible assets 5,969 6,355
Exchange loss (8,112) — Total non-current assets 1,265,625 1,255,584
Interest expense (41,666) (52,711) Current assets 261,942 241,912
Net finance income/(expense) (38,455) (16,785) Cash and bank balances 166,896 168,387
Total assets 1,694,463 1,665,883
Interest income increased by 23.9%, mainly as a result of higher
average cash balances and improved interest rates in Nigeria Non-current liabilities 86,619 121,153
and Ethiopia. Current liabilities 285,930 391,276
Debt 335,301 372,094
During the year to December 2018, the Nigerian Naira was
devalued from about ₦331/$1 to ₦359/$1. The devaluation Total liabilities 707,850 884,523
resulted in net exchange gains from inter-Group assets and
liabilities that do not eliminate in full on consolidation in the Non-current assets increased from ₦1,255.6 billion at the end
Nigerian operations. In 2018, this exchange gain was outweighed of 2017 to ₦1,265.6 billion at 31st December 2018. This was
mainly by the exchange losses from Pan-African operations mainly the result of the increase in deferred tax assets
that use the CFA, as well as in Sierra Leone and Ghana, following the approval of Pioneer tax exemption as well as
resulting in a net exchange loss in 2018 compared to a net payments for fixed assets under construction. This was
exchange gain in 2017. partially offset the depreciation charge for the year of ₦95.6
billion.
The effective interest rate on borrowings was 11.14%.
Additions to property, plant and equipment were ₦88.6 billion,
Taxation of which ₦61.6 billion was spent in Nigeria and ₦27.0 billion
31st December 31st December
in Pan-African operations.
2018 2017
₦’million ₦’million As detailed in the tax section above, a provision of
Tax credit/(charge) 89,519 (85,342) ₦133.7 billion was reversed, resulting in the decrease
in both current and non-current liabilities.
In prior years, we made a tax provision on profits earned from
Ibese production lines 3 & 4 and Obajana production line 4
on the basis that they were yet to obtain approval for tax
exemptions under the Pioneer Status Incentive. Approval
from the NIPC was obtained in 2018 and the provision of
₦133.7 billion was reversed resulting in the tax credit of
₦89.5 billion.
The underlying effective tax rate for Nigerian operations
excluding the one-off adjustment was 12.07%.
The Group’s profit for the year was up 91.1% to ₦390.3 billion
(2017: ₦204.2 billion). As a result, earnings per share increased
by 95.9% to ₦22.83 (2017: ₦11.65).
Cash of ₦424.4 billion, generated from operations before changes Capital expenditure was mainly comprised of the construction
in working capital, was 11.8% ahead of the ₦379.7 billion of new Nigerian and Pan-African plants, as well as improvements
generated in 2017. After net investment of ₦41.4 billion on in our energy efficiency in Tanzania.
working capital and tax payments of ₦11.2 billion, the net
cash flow from operations was ₦375.3 billion. Recommended dividend
On 25th February 2019, the Directors recommended an
Financing outflows (excluding overdrafts) of ₦257.1 billion
increased dividend of ₦16.00 per share (2017: ₦10.50)
(2017: ₦190.6 billion) were reflected in net loans repaid of
for approval at the Annual General Meeting scheduled for
₦32.3 billion, interest paid of ₦45.8 billion and a dividend
17th June 2019. The proposed dividend is 52.4% higher
payment of ₦178.9 billion.
than for the 2017 financial year and will result in a total
Cash and cash equivalents (net of bank overdrafts used for dividend payment of ₦272.6 billion (2017: ₦178.9 billion).
cash management) decreased slightly from ₦161.8 billion
at the end of 2017 to ₦159.0 billion at 31st December 2018. Going concern
With net loans repaid at ₦32.3 billion, net debt decreased The Directors continue to apply the going concern principle
by ₦35.3 billion from ₦203.7 billion at the end of 2017 to in the preparation of the financial statements.
₦168.4 billion at the end of 2018, giving a net debt to EBITDA
ratio of 0.39x, reflecting the continuing strong cash generation After considering the liquidity position and the availability
achieved by the Group and improving its already healthy of resources, the Directors concluded that there are no
balance sheet position. significant threats to the Group’s going concern capabilities.
The Directors believe that the current working capital is sufficient
Capital expenditure by region for the operations and the Group generates sufficient cash
Nigeria Pan-Africa Total flows to fund its operations.
₦million ₦million ₦million
Borrowings are mainly to fund the expansion projects.
Nigeria 61,615 — 61,615
Senegal — 794 794
Cameroon — 1,043 1,043
Congo — 136 136
Ghana — 481 481 Brian Egan
Côte d’Ivoire — 9,416 9,416 Group Chief Financial Officer
Sierra Leone — 890 890 25th February 2019
South Africa — 297 297
Ethiopia — 1,327 1,327
Tanzania — 10,586 10,586
Zambia — 671 671
Other — 1,367 1,367
Total 61,615 27,008 88,623
Institutional
Building a
world‑class
institution based
upon governance
and transparency
KPIs
Independent Directors Board diversity Board policies
6 2 22
2018 2018 2018
At the end of 2018, Dangote Cement With just two female directors, Dangote Cement’s Board of Directors
had six independent directors, out Dangote Cement is committed to is governed by 22 separate Board
of a total of 16 Board members. increasing the diversity of its Board. Policies, which are detailed on
pages 202 and 203.
Risk management
Improving risk
of risk takes into consideration our
risk appetite tolerance limits to avoid
misrepresentation of our risk profile.
management
Risk identification
and assessment
Our approach stresses that good risk
management starts with the right
conversations to drive better business
decisions. Hence, we embed accountability
Good risk management is essential for managing risk into our business
structures. Procedures for identifying
for the creation of a robust institutional risks are applied at department, country
Risk measurement
and prioritisation Risk management process
This requires the quantification of the
consequences of potential risks or
actual risk incidents for the proper Group strategy and business planning
understanding of risk taking or risk
exposure by relevant stakeholders.
Risk appetite tolerance limits
Dangote Cement’s overall risk rating
is based on the severity of impact Risk identification and assessment
or damage from each specific risk,
multiplied by its probability of occurrence. Risk measurement and prioritisation
Risk monitoring
The Group Risk Management department,
headed by the Group Chief Risk Officer,
is responsible for coordinating all the risk and controls, within the criteria set by the Compliance and Risk Management
management processes implemented second line of defence. It continuously Committee and Board-level forums
across the Group and ensures that risk monitors risk positions and reports of Dangote Cement subsidiaries, the
controls are duly implemented. Where inherent risks to relevant stakeholders. main Board of Dangote Cement receives
risk controls remain outstanding, the regular information in respect of the risk
department ensures timely escalation The second line of defence comprises
profile of the Group, and has ultimate
to relevant approving authorities for the risk and compliance employees and
responsibility for risk appetite and
required budgetary approvals or control oversees the first line, setting the limits,
capital plans.
modifications. The risk monitoring rules and constraints, consistent with
process sometimes leads to the the risk appetite of the Group. It ensures
a holistic approach to risk management Risk appetite
identification and assessment of new All decisions must balance risk and reward
risks that are then analysed using the and risk reporting.
to ensure all activities are economically
process flow previously described. The third line of defence comprises profitable after due consideration of
Internal Audit employees, providing risk Dangote Cement’s risk appetite is
Three lines of defence independent assurance to the Board considered at all times when making such
Our risk culture in Dangote Cement and Executive Management. The Legal decisions. Our Board has responsibility
is driven by key principles embedded function does not sit in any of the three for determining the level of risk that will
in our Enterprise Risk Management lines, but supports all three levels of be taken. The Board determines the
Framework. These principles are built defence and plays a role in overseeing overall strategic direction for the
around the “three lines of defence”. legal risk. business and as part of this process
The first line of defence comprises the The Legal function is also subject to determines the Group’s risk appetite.
revenue-generating and customer-facing oversight from the Risk and Compliance Risk appetite defines the level of risk we
areas, alongside all associated support functions with respect to the management are willing to take as a business across
functions. The first line identifies the of operational risks. Together with a the different risk types, whilst considering
risks, and sets the policies, standards governance process through the Audit, varying levels of financial and non-financial
Risk management
01 02 03
stress. Risk appetite is key for our translating specific value drivers into The management of risk is embedded
decision-making process, including series of limits and tolerance levels in each level of our business, with staff
business planning, operations, new ranging from Insignificant to Catastrophic. being responsible for the understanding
product reviews and approvals alongside Tolerance levels define escalation and management of these risks. This is
business change initiatives. Following requirements that enable appropriate carried out by specifying responsibilities
the Board’s approval of the risk appetite actions to be considered and according to the “three lines of defence”
statement, the year under review saw the implemented as required. with each line of defence overseen by
Risk Management function commence responsible personnel, resulting in
By applying scale limits across all our
the process of quantification of the risk preserving a strong design, implementation,
strategic and operational activities, we
appetite statement hinged on converting remediation, monitoring and testing
control specific activities that may have
the Group’s qualitative risk appetite framework focused on independence
material concentration and impact on
statement to a series of metrics, thereby and robust governance.
our business.
R1 Impact of truck unavailability from inadequate planning for the receipt and
R2
R7 management of spare parts and tyres
R5 R6 R9
R8 R3 Concentration risk following from annual volumes lifted by few key distributors
R2 R3
R2 R4 IT Infrastructure not robust enough to support future business expansion
R5 R4
Likelihood
Medium
R1 R3
R5 Threat from political instability and security threat across some of our key
markets in Sub-Saharan Africa
Principal risks
1. Focus on optimising • Impact of political instability or social • In-country security personnel to ensure
the efficiency of our unrest that disrupts our ability to protection of staff and assets
manufacture and/or distribute cement
existing assets to • Constant monitoring of local situations
increase output and • Fuel supply disruption • Ongoing strategies for business continuity
lower costs • Unscheduled operational downtime and crisis management
• IT disruptions through inadequate • Greater control of own fuel supply chain,
infrastructure or training for example our mining initiatives in Nigeria
• Increase in input costs, especially for • Selection of more reliable fuel suppliers
key imports such as fuel
• Constant monitoring of systems and
• Underinsurance of assets regular maintenance thereof
• Financial loss due to non-payment on • Improvements in spare parts inventory
credit sales to distributors on Special and management
Unsecured Credit Scheme
• Develop and maintain appropriate IT
systems to support such a large enterprise
and ensure proper use and training for use
• Review of critical systems deployment and
use, with particular attention to those that
are inadequate for purpose, or being
significantly upgraded
• Use financial strength to drive
buying power
• Group-wide revaluation of assets
• Improvements in systems to monitor sales
and payments, with auto-blocking of
delinquent accounts to limit further losses
2. Increase our • Truck unavailability due to inefficient • Investment in new trucks, improvements
leadership of management, accidents, lack of to logistics management systems, better
maintenance and spare parts training for drivers and mechanics,
existing markets constant monitoring of truck condition,
and be the number • Competitive pricing pressures
better standards of maintenance at depot
one or two supplier • Concentration risk and reduced turnaround times on loading
with at least 30% • Operational disruption causing lack
and after delivery
market share of product in market • Use of third-party logistics where available
and appropriate
• Achieve market share sufficient to be
“price maker”
• Focus on product quality, cost and service
as differentiators
• Improve marketing and sales reach by
activating more retail outlets
• Develop broader product range to address
specific needs
• Increase own delivery capability, rather
than rely on third-party collections
• Widen distribution to reduce reliance on
larger distributors for significant volumes
• Develop retail channels, for example
through Container Programme in Nigeria,
or by increasing depot network
• Improved incentivisation of sales staff and
key distributors, with clear performance
targets
• Initiatives as detailed above in strategic
objective 1
3. Tap into high-value • Border shutdowns or bureaucracy • Improve customs procedures with
export markets, causing delays advance notice of transit and better
engagement with local customs
generating useful • Lack of awareness in local markets
infrastructure
foreign currency • Truck unavailability or inefficient logistics
• Improved marketing and brand building
that we can deploy
in territories where we do not produce
outside of Nigeria or import
• Initiatives as detailed above in strategic
objective 2
4. Expand prudently • Continuing foreign exchange controls in • Continue to drive organic FX generation
into attractive and Nigeria prevent investment outside the through exports from Nigeria
country; lack of available foreign currency
high-growth cement • Improve repatriation of non-Nigerian
markets across • Entry of major producers increases profits back to Nigeria
competition, reduces prices and
Sub-Saharan Africa • Work with regulators to source FX
creates overcapacity
according to our needs
• Assess availability/desirability of external
funding, e.g. through international debt
or other sources of financing
• Continuous monitoring of potential
markets, with rigorous criteria set for
market entry
5. Adhere to high • Harm to staff and/or assets, or other • Constant focus upon improving community
standards of disruption caused by poor community relations through improved engagement
relations, thereby impacting revenues, before and during operations and increasing
corporate increasing costs and creating reputational opportunities for community employment
governance and and potential legal challenges for and involvement to mutual benefit
improve our efforts the Company
• Constant focus on improvements in health
in sustainability • Harm to staff and/or assets caused and safety through deployment of best
by poor operational health and safety practices, better training for safety
management, resulting in injury awareness, improved reporting and
and damage adoption of the 15 Golden Safety Rules
• Reputational damage caused by • Improved environmental awareness,
environmental or safety incidents monitoring, reporting and mitigation
at plants, or during transport of threats
• Stakeholder concerns about • Improved driver training to reduce accidents
corporate governance
• Adoption of international best practices in
corporate governance, including increased
number of Independent Directors with
global experience
• Continuous and transparent engagement
with investors and other external
stakeholders
Dear shareholders,
Dangote Cement’s vision is to be a
global leader in cement production,
respected for the quality of our goods
and services and for the way we conduct
our business.
At the same time, we are committed
to achieving sustainable growth that
delivers financial returns and other
positive impacts for all our stakeholders.
We recognise that there is a strong link
between good corporate governance
and creation of long-term stakeholder
value and believe it is an essential
foundation upon which to build a
Aliko Dangote GCON
sustainable future for our Company.
Chairman
Good governance drives all aspects
of the business, not just the behaviour
of our Board. It guides our long-term
strategy for growth and profitability,
enabling us to create and increase
shareholder value.
Corporate governance guidelines The Board is accountable for the Between them, they bring a wealth of
Our Board of Directors has established Company’s activities, strategy, risk experience to bear on providing strategic
Corporate Governance Guidelines that management and financial performance direction for the Company and ensuring
provide a framework for the effective as well as the Company’s system of its business goals are achieved.
governance of the Company. The guidelines corporate governance. Board members
As the Chairman of the Board, I am
address matters such as the Board’s are representatives of the stakeholders
accountable to the Board and act as a
mission, its structure and Committees, and are responsible for establishing
direct liaison between the Board and
the responsibilities of Directors, their policies for corporate management and
Management of the Company through
independence and remuneration, the for safeguarding stakeholder interests.
the Group Chief Executive Officer. I
role and appraisal of the Group Chief
The Board sets the strategic objectives provide leadership and am responsible
Executive Officer and our strategy for
for the Company, determines investment for overall operation and governance of
Board and Executive succession.
policies, agrees performance criteria and the Board. I manage the business of the
The Board regularly reviews developments delegates to management the detailed Board and set its agenda in consultation
in corporate governance and updates planning and implementation of those with the Group Chief Executive Officer
the Corporate Governance Guidelines objectives and policies with due and the Company Secretary, with
and other governance materials as it consideration for the Company’s contributions from other Board
deems necessary and appropriate. appetite for risk. members. I also ensure that agendas
strike the right balance between
Our governance policies and practices are The Board also monitors compliance
operational performance and strategic
designed to ensure that our business is with policies and achievement against
matters. I facilitate and encourage active
conducted in a fair, honest and transparent objectives by holding management
engagement of Directors, particularly
manner that conforms to the highest accountable for its activities through
on matters of risk and strategy or other
ethical standards, enables us to build monthly and quarterly performance
major proposals, by drawing on their
strong relationships with customers and reporting and forecast updates.
skills, knowledge and experience.
suppliers, guarantees the welfare of all our
In addition, the Board receives regular
employees, takes care of our environment The positions of the Chairman and Group
presentations enabling it to explore
and gives us the opportunity and resources Chief Executive Officer are separate and
specific issues and developments in
to implement a commendable programme held by different individuals in line with
greater detail. The Board also obtains
of social investment for the good and Section 5.1(b) of the SEC Code.
periodic assurance on the integrity of the
continued sustainability of the
Company’s financial and internal control Joe Makoju is Group Chief Executive
communities in which we operate.
policies, while seeking to institute better Officer and is responsible for the
structures for them. execution of strategy and the day to day
The Board of Directors management of the Group, supported
At the heart of our corporate governance The Board Charter sets out guidelines on
by the Executive Committee (ExCo),
framework is our Board of Directors, Board composition, meeting procedures
which he chairs.
which is responsible for the efficient and guidelines on how the Board is to
execution of corporate strategy based manage its affairs. The Board comprises myself, the Group
upon sound principles of corporate Chief Executive Officer, the Group Chief
Some matters are dealt with exclusively
governance and for ensuring the Financial Officer and twelve Non-Executive
by the Board. These include approval
long-term health and overall success Directors. Of the Non-Executive Directors,
of financial statements, the Company’s
of the business and its financial strength. five are considered to be Independent
business strategy, the annual capital
Non-Executive Directors (following the
The Board serves as the ultimate expenditure plan, major capital projects,
resignation of Olusegun Olusanya on
decision-making body of the Company, major changes to the Company’s
31st December 2018).
except for those matters reserved to or management and control structure,
shared with the shareholders. As Chairman material investments or disposals, The Board considers that the
of the Board, it is my responsibility to risk management strategy, social and Non‑Executive Directors provide good
ensure its effective operation both directly environmental policies and treasury policies. governance for the Company as they
and through its Committees. The roles effectively and constructively challenge
and responsibilities of the Board and these Board composition and monitor the success of management
Committees are clearly documented in As at 31st December 2018 the Board in delivering the agreed strategy within
the Board and Committee Charters. was composed of 16 people with skills the risk appetite and control framework
in manufacturing, finance, engineering, set by the Board.
Read more on pages 86–90
business and law.
Board composition continued The Board reviews the independent acts as Secretary to all the Committees
The Non-Executive Directors bring a status of the Independent Non-Executive and attends all their meetings.
wide range of international experience Directors on an annual basis, in line with
and expertise to the Board. They occupy the requirements set out in the SEC Board Committees
or have occupied senior positions in Code of Corporate Governance. The Board governs the Company
industry, finance or public life and contribute through the operation of Board
The Independent Non-Executive
significantly to the Board’s decision making. Committees, accompanied by effective
Directors have consistently provided
unbiased and independent views to monitoring and reporting systems.
We consider that the current Board
size of 15 Directors is appropriate for the Board and ensured that minority Each Board Committee has specific
the needs of the business in line with shareholders’ interests are protected. written terms of reference issued by
Section 4 of the SEC Code. We believe the Board. The terms of reference of
They have continually contributed to
that the overall composition of the Board Committees are available on our website.
the overall quality and effectiveness of
is appropriate, except for the ongoing
the Board by providing objective inputs All Committee Chairmen report on the
need to improve gender diversity, which
to strategic issues and decision making, proceedings of their Committee meetings
is being addressed.
while ensuring compliance with applicable at the Board meeting for the quarter.
This conclusion has been reached having statutory rules and regulations. The reports of the Board Committee
regard to the independence of character meetings are included in the papers
and the integrity of our Directors and the The Company Secretary distributed to Board members in
collective experience, balance of skills The Board is supported by Mahmud advance of the next Board meeting.
and knowledge they bring to bear in Kazaure, the General Counsel and
As at 25th February 2019, the Board
fulfilling their duties. Company Secretary, and his Deputy,
has five Committees: Finance and
Edward Imoedemhe.
General Purpose; Audit, Compliance
Independent Directors They provide support, governance advice and Risk Management; Remuneration
The Board has assessed the independence
and detailed guidance to the Directors with and Governance; Nomination; and
of the Independent Non-Executive
respect to their duties, responsibilities and Technical and Operations. Detailed
Directors against the criteria set out in
powers. They also ensure compliance reports from these Committees can
the SEC Code and has concluded that
with procedures and regulations be found on pages 96 to 121.
they are all independent in character
necessary for the conduct of the affairs
and judgement.
of the Board. The Company Secretary
Position Role
Chief Executive Officer • The Chief Executive Officer manages the Company on
a day to day basis, executing the business strategy in
accordance with our corporate ambitions and vision to
be a global force in cement production. The CEO takes
responsibility for creating, planning, implementing and
integrating the strategic direction of the Company.
Chief Financial Officer • The Chief Financial Officer is responsible for ensuring
sound financial management and planning, and for
coordinating the production of timely and accurate
financial reports and accounts. The CFO is also
responsible for treasury management and economic
forecasting and scenario planning.
Board and Committee meetings A summary of the related-party Board and Directors’ evaluation
continued transactions during the 2018 financial year In line with the provisions of the SEC
Working with the Company Secretary, is disclosed in the table on pages 193–195. Code and in accordance with the Board
I implement an Annual Agenda Plan to Evaluation Policy of the Company, we
assist the Board and its Committees in Review of Governance Framework conduct evaluations of the Board and
discharging their roles and responsibilities and policy formulation individual Directors to help improve
in line with their charters. The Board ensures ongoing review their performance.
of the Company’s Governance The process is designed to:
This Annual Agenda Plan is a guide
Framework, to ensure that:
to specify the minimum agenda items • enhance individual and
to be considered by the Board and its • Dangote Cement’s governance practices Board performance;
Committees at various meetings during accurately reflect recent changes to
the year. the business and its structure; • highlight the balance of skills, knowledge
and experience on the Board;
Board meetings were well attended • the Governance Framework sets out
with attendance of Directors exceeding and reinforces the Company’s values; • assist Directors and the Company
two-thirds as required by Section 12.2 Secretary to identify and sustain
• the risk and assurance processes are their strengths;
of the SEC Code. Details of Directors’
a robust and integral part of the
attendances at Board and Committee • assist in identifying training and
Governance Framework; and
meetings are shown in the table on developmental needs for Directors
pages 212-214. • the Framework reflects best and the Company Secretary;
governance practices.
Key matters considered in 2018 • comply with the relevant statutory
Further to these reviews, the Board or regulatory requirement and
The Board met seven times during 2018
approves the formulation of policies that determine eligibility of Directors
and at least once every quarter in line
are in line with good governance and to seek re-election;
with Section 12.1 of the SEC Code.
has taken cognisance of the regulatory
Details of key matters discussed at • clarify expectations and duties of the
and business environment.
these Board meetings are shown in Board and individual Directors; and
the table on page 87. As at 25th February 2019, Dangote
Cement has a total of 22 approved • demonstrate accountability to
Conflicts of interest and policies. They are shown in the table shareholders and other stakeholders.
related-party transactions on page 202 and 203. To ensure that the process is objective,
The Board maintains robust procedures independent and fair, we engaged the
to ensure that related-party transactions Code of Ethics services of an external facilitator to
and potential conflicts of interest are The Board has formalised a Directors’ undertake an independent evaluation
identified, disclosed and managed. Code of Ethics, setting out the standards of the effectiveness of the Board and
These procedures include the declaration of conduct expected from Directors. its Committees. The evaluation was
of interests in other businesses by To this end, the Directors attest to a Code conducted by Ernst & Young and
Directors on appointment to the Board of Conduct on a yearly basis. To inculcate involved personal interviews with
and annual self-certification by all of good ethical conduct, the Group has Directors and questionnaires.
our Directors. also established a Code of Conduct for
employees, which has been disseminated At the end of the review process, we
Where it is identified that a related-party to all levels of employees in the Group received a detailed report with several
relationship exists, the Board agrees through the staff handbook. recommendations, both for short and
specific additional procedures to ensure long-term implementation. We identified
the effective management of potential those which we believed to be of higher
Succession planning
conflicts of interest. These procedures priority and commenced implementation.
The Board views succession planning
have been documented in our Conflict
as important for business continuity. The outcome of the evaluation assists the
of Interest Policy, which is in line with
It is acknowledged that with succession Board in determining future information
Section 16 of the SEC Code.
planning, the key job vacancies created relevant to Board and Board Committees’
The Board also receives a quarterly due to retirement and resignation would composition, responsibilities and
Related-Party Transaction Report be filled quickly and without any business operations. The Board performance
showing transactions that have been interruption. To ensure its success, the appraisers also facilitated a Directors’
authorised during the period under Board has, in line with the Succession peer assessment, where each Director
review and those proposed for review Planning Policy, adopted a Succession is provided with a questionnaire to
by the Board. Plan to ensure that there are programmes appraise the performance of their peers.
in place to provide for the orderly
succession of Senior Management.
Aliko Dangote GCON Engr. Joseph Makoju Mni, OFR. Brian Egan Olakunle Alake
Chairman Group Chief Executive Officer Group Chief Financial Officer Non-Executive Director
Attendance Attendance Attendance Attendance
Ⅹ
Cherie Blair CBE, QC Sani Dangote Abdu Dantata Sir Michael Davis
Independent Non-Executive Director Non-Executive Director Non-Executive Director Independent Non-Executive Director
Attendance Attendance Attendance Attendance
Ⅹ Ⅹ Ⅹ Ⅹ Ⅹ Ⅹ Ⅹ
Board Committees
Full Committee Full Committee Full Committee Full Committee Full Committee
Report 96–97 Report 98–105 Report 106–109 Report 110–113 Report 114–121
Board activities
Board of Directors
as at 31st December 2018
Aliko Dangote GCON Engr. Joseph Makoju Mni, OFR. Brian Egan
Chairman Group Chief Executive Officer Group Chief Financial Officer
N
Key
A Audit, Compliance and Risk Management S Statutory Audit
F Finance and General Purpose T Technical and Operations
N Nomination Chairman
R Remuneration and Governance
Board balance
as at 31st December 2018
6+38+56M 88+12+M
Independence Gender diversity
Chairman Male
Viswanathan Shankar Independent Female
Non-Executive Director Non-independent
Date of appointment
10th December 2017
Viswanathan is Chief Executive Officer
31+25+1331M 69+13+5M
of Gateway Partners, a private equity firm
focused on investing in the dynamic growth Tenure Location of Director
markets of Africa, Middle East and Asia.
He previously served as CEO – Europe,
Middle East, Africa and Americas, and member
of the global board of Standard Chartered Plc.
His past non-executive roles include the boards
of the Inland Revenue Authority Singapore 1–3 years Nigeria
3–6 years Europe
and the Economic Strategies Committee and
6–10 years UAE
the National Integration Council constituted by 10+ years South Africa
the government of Singapore; the Sub-Saharan
Advisory Board of the Exim Bank USA; Vice
Chair of the Future of Banking Global Agenda
Council of the World Economic Forum.
Directors’ report
Directors’ responsibilities continued Results for the year Members are encouraged to notify the
6. The Board ensures that the technical Group revenue increased by 11.9% to registrars or the Company Secretary of
and operational aspects of the ₦901.2 billion (2017: ₦805.6 billion). any changes in address or other relevant
business are conducted efficiently information and take advantage of the
EBITDA increased by 12.1% to
and with regard to global best e-dividend system by completing the
₦435.3 billion (2017: ₦388.1 billion).
practices. It assesses the feasibility of form included on page 217.
proposed new projects and ensures Net profit for the year was ₦390.3 billion
that the operational, technical, (2017: ₦204.2 billion). Directors
production, sustainability and staffing As at 25th February 2019, Dangote
Earnings per share increased by 95.9%
aspects of our plants are adequate, Cement had 15 Directors, all of whom
to ₦22.83 (2017: ₦11.65).
comply with local and international held office in the year ended 31st
laws and are aligned with our December 2018. Their biographies are
business goals. It is also responsible Dividends contained on pages 88 to 90 and are
for overseeing new technical and The Directors pursue a dividend policy that
incorporated into this report by reference.
development programmes within the reflects the Company’s earnings and cash
flow, while maintaining appropriate levels Olusegun Olusanya resigned on
business. Many of these responsibilities
of dividend cover. 31st December 2018.
are delegated to the Technical and
Operations Committee. They consider the capital needed to The appointment, removal or reappointment
fund the Company’s operations and of Directors is governed by the
Strategic report and results expansion plans. Company’s Articles of Association,
The strategic report comprises the the Companies and Allied Matters Act
For the 2018 financial year, the Directors
following, each of which is incorporated (CAMA), LFN 2004 as well as relevant
have recommended a dividend of
by reference into, and forms part of, this Board and governance policies.
₦16.00 per ordinary 50 kobo share
Directors’ Report: These documents also set out the
(2017: ₦10.50).
rights and obligations of Directors.
• the Chairman’s Statement on pages
The final dividend, if approved by
8 and 9;
shareholders at the Annual General Directors’ interests
• the Interview with the Chief Executive Meeting on 17th June 2019, will be paid In accordance with Section 275 of
on pages 34 to 36; on 18th June 2019 to shareholders the Companies and Allied Matters Act,
listed on the register as at the close of CAP C20 LFN 2004, Directors’ direct
• Operating review on pages 37 to 47;
business on 3rd June 2019. and indirect interests in the issued share
• the Financial Review on pages 64 capital of the Company are recorded
The Board considers that the proposed
to 69; in the Register of Members as at
dividend level is appropriate and is in
31st December 2018 and contained
• the Corporate Governance Report on line with the Company’s strategic
on the opposite page of this report.
pages 80 to 85; growth objectives.
• the Nomination Committee Report on Conflicts of interest
pages 96 and 97; Unclaimed dividends
The Company maintains a Register of
The total amount of unclaimed dividends
• the Audit, Compliance and Risk Directors’ Interests in accordance with
outstanding as at 31st December 2018
Management Committee Report the requirements of the Companies and
is ₦2,602,841,364.
on pages 98 to 105; Allied Matters Act, CAP C20, LFN 2004.
A list of unclaimed dividends is available The Company also applies a conflict of
• the Finance and General Purpose on the Company’s website: interest policy developed in accordance
Committee Report on pages 106 www.dangotecement.com. with international best practice, and
to 109; Investment and Securities Act, Laws
The Company notes that some dividend
• the Technical and Operations of the Federation, 2007.
warrants have either remained unclaimed,
Committee Report on pages 110 are yet to be presented for payment by
to 113; and shareholders, or have been returned to Powers of Directors
the Company for revalidation. Subject to the Articles of Association
• the Remuneration and Governance of Dangote Cement, prevailing legislation
Committee Report on pages 114 Therefore, all shareholders with “unclaimed and any directions given by special
to 121. share certificates” or “unclaimed dividends” resolution, the business and affairs
These sections also include details of should address their claim(s) to the of the Company are managed by
expected future developments in the registrars, United Securities, or to the the Directors, who in utmost good faith
Company’s business and details of Company Secretary at the registered exercise all such powers for and
the key performance indicators. office address. Addresses are contained on behalf of the Company.
on pages 208 and 209.
Supplier payment policy business decisions; ensure that our staff, We are committed to high standards of
It is the policy of the Company to clients and suppliers are fully aware of our corporate governance and global best
agree and clearly communicate the Sustainability Policy and are committed practice, both in Nigeria and countries
terms of payment as part of the commercial to implementing and improving it; and in which we operate.
agreement negotiated with suppliers and minimise the impact on sustainability
Our focus at all times is recognition of
then to pay according to those terms of all our mining, production,
and compliance with all laws regulating
based upon receipt of an accurate invoice. administrative, sales and transportation
the business. The Chairman’s Introduction
activities. Our approach to sustainability is
Trade creditor days for the year ended to Corporate Governance details
explained across several sections of this
31st December 2018 were 82 days on compliance with relevant legislation
Annual Report, each related to Dangote
average for the Company (2017: 82 days). and relations with shareholders on
Group's 7 Sustainability Pillars, which are
pages 80 to 85 and forms part of
summarised on pages 4 and 5.
Donations this Directors’ Report.
Donations, sponsorship and charitable The Company pursues an active
Corporate governance
donations amounted to ₦1.3 billion programme of investor relations with
and investor relations
(2017: ₦1.0 billion), as detailed on investor meetings and earnings calls
During the 2018 financial year, the
pages 210 and 211. throughout the year.
Company complied with the NSE
Post-Listing Requirements and has not Its website contains substantial
Sustainability been fined by the SEC, NSE or CAC for
Dangote Cement is committed to information about the Company's
any contraventions. performance and strategy.
promoting sustainable growth for the
benefit of all stakeholders. Concern for Dangote Cement has emerged as
the environment and promoting a broader a truly multinational manufacturing Employees
sustainability agenda are integral to the enterprise, promoting regional Dangote Cement operates a policy
Company’s professional activities and integration and providing growth and of non-discrimination and considers
the management of the organisation. employment opportunities for African all applications equitably.
economies through the utilisation of
We aim to comply with, and exceed where Based on the Company’s policy, the
Africa’s natural resources by Africans
practicable, all applicable legislation, most qualified person is recruited for the
and for Africans.
regulations and codes of practice; integrate position, irrespective of religion, ethnic
sustainability considerations into all our group, physical condition or state of origin.
Training and development In 2018, the Company launched All issued shares are fully paid and
Dangote Cement is committed to the two new products called Falcon and details of the share capital history are
support of staff development for all staff. BlocMaster into the Nigerian market set out on page 200. No additional
The key purpose is to facilitate personal to expand its product line for the shares were issued in 2018.
and professional development enabling benefit of customers.
individuals and groups to achieve their
Falcon is a 32.5-grade cement for less Auditors
full potential at work. In the case of each of the persons who
demanding applications such as mortaring
and low-rise buildings, while BlocMaster are Directors of the Company at the
The Company recognises that its
is a premium, rapid-setting 42.5R product, date when this report was approved:
success is linked to the contribution,
commitment and achievements of which was the result of extensive research • so far as each of the Directors is
individual members of staff, working and customer feedback. aware, there is no relevant material
individually and in teams or groups. information of which the Company’s
Capital structure auditors are unaware; and
Training programmes are offered at the
The Company has one class of ordinary
Dangote Academy for staff across the • each of the Directors has taken all
shares, which reflect the total value of
Group, with facilitation from professionals the steps that he reasonably ought
the share capital. Each ordinary share
and other training experts. In addition to to have taken as a Director to make
carries the right to one vote at the
skill acquisition, the training programmes himself aware of any relevant material
Company’s Annual General Meeting.
enable staff to develop the interpersonal information and to establish that the
skills needed to succeed in the workplace. The percentage shareholding and transfer Company’s auditors are aware of
The courses are designed to help staff in of shares are governed by the Company’s that information.
the performance of their designated roles Articles of Association and relevant
A resolution will be proposed authorising
and to help them to fulfil their potential. regulation. There are no restrictions with
the Directors to fix the remuneration of
respect thereto. The Articles of Association
the auditors for the 2019 financial year.
Identification of staff may be amended by special resolution
development needs approved by the shareholders. In compliance with the provisions of the
An assessment of the skills of individuals, Securities and Exchange Commission
when they are appointed to a new role, Substantial interest in shares (SEC) Code of Corporate Governance
will lead naturally to the identification of As at 31st December 2018 and also 2011, the Company puts the external
their need for training and development, at the date of this report, only Dangote audit contract out to tender at least
related to duties that they are to perform. Industries Limited held more than 5% of every ten years.
the issued share capital of the Company.
In addition, staff training and development
Details of shareholdings are provided in
needs may be identified in a variety of
the table on the opposite page:
ways, e.g. by skills audit, by feedback
and by staff performance appraisal. 31st December 2018
Shareholder: Mahmud Kazaure
It is our policy that all staff have at least one Group Chief Legal Counsel
Dangote Industries Limited
annual performance review a year with and Company Secretary
their head of department or line manager, Number of ordinary shares: 25th February 2019
at which time, training and development 14,494,407,583
needs will be assessed and ways of
% of issued ordinary shares:
meeting these will be identified, and an
85.06%
appropriate timescale agreed.
25th February 2019
Post balance sheet events Shareholder:
No material event took place between Dangote Industries Limited
31st December 2018 and the date on Number of ordinary shares:
which these accounts were signed. 14,500,315,501
Introduction
Aliko Dangote GCON The Nomination Committee was
Chairman established in 2014 to assist the Board
in discharging its responsibilities in
relation to the composition of, and
matters relating to, the Board and
Senior Executive team.
In 2018, the members of the Nomination
Committee were Aliko Dangote (Chair of
the Committee), Ernest Ebi, Emmanuel
Ikazoboh, Fidelis Madavo and Olusegun
Olusanya. The Committee met twice
during the year under review and the
Role of the Committee record of members’ attendance is
The Nomination Committee helps the Board identify, select, recruit and shown in the table to the left.
train suitable Directors and Senior Executives to drive the Company’s
Biographical details of each member
strategy and business operations.
of the Committee, including relevant
qualification and experience, are set out
Meetings attended on pages 88 to 90 of this Annual Report.
Members (eligible to attend)
The Company Secretary is also the
Aliko Dangote (Chairman) Secretary to the Nomination Committee.
Ernest Ebi
Terms of reference
Olusegun Olusanya* The role of the Committee is to assist
the Board to ensure that:
Emmanuel Ikazoboh
• the Board has the appropriate
Fidelis Madavo composition for it to effectively
execute its duties;
Attended Not attended
• Directors are appointed through
* Resigned 31st December 2018.
a formal process;
• induction and ongoing training
and development of Directors
take place; and
• formal succession plans for the
Board, Chief Executive Officer and
Senior Management team are in place.
Responsibilities
The Committee must perform all the
functions necessary to fulfil its role as
stated above and including the following:
• ensure the establishment of a
formal process for the appointment
of Directors, including: identification
of suitable members of the Board;
performance of reference and
background checks of candidates
prior to nomination; formalising the
appointment of Directors through
an agreement between the Company
and the Director; oversee the
development of a formal induction
programme for new Directors;
Appointment of Chief • The Committee considered, and resolved to recommend to the Board
Executive Officer for approval, the appointment of Engineer Joseph Makoju, previously acting
Chief Executive, as the Chief Executive of the Company.
Appointment of Independent • The Board considered and recommended the appointment of Cherie Blair
Non‑Executive Directors and Sir Michael Davis as Independent Non-Executive Directors of the Company.
and ensure that all Directors update Also, in 2018, following a thorough held several meetings in 2018, in
their skills through different search and benchmarking exercise compliance with the laws of their
programmes; of internal and external candidates, the respective operating environments.
Committee made a recommendation to
• oversee the development and
the Board in April that Cherie Blair QC Future plans
implementation of continuing
and Sir Michael Davis be appointed Going forward, the Committee is
professional development
Independent Non-Executive Directors committed to further gender diversification
programmes for Directors;
of the Company, a decision which was with a stronger representation of women
• ensure that Directors receive regular approved and ratified by the Annual on the Board. As at the end of 2018
briefings on changes in risks, laws General Meeting held on 20th June 2018. financial year, we have two women on
and the environment in which the the Board and continue to work towards
The Committee considered the Executive
Company operates; increasing the participation of women
Committee talent pipeline and scheduled
• consider the performance of Directors a series of meetings with prospective on the Board.
and take steps regarding any candidates with future senior leadership Emergency succession planning is
changes needed to ensure an appointments in mind. It also reviewed also an important area of discussion
appropriate contribution; the recommendations of the independent for the Committee. It has ensured the
external evaluation, considered Board development of a framework that clearly
• find and recommend to the Board a
Committee membership, potential conflicts identified individuals capable of covering
replacement for the Chief Executive
of interest and the independence of the key management roles on an interim
Officer, should that become
Non-Executive Directors, and reviewed basis. All these individuals then receive
necessary; and
its terms of reference. the necessary coaching to ensure they
• ensure that formal succession plans have the required skills to provide any
The Committee continued its programme
for the Board, Chief Executive Officer critical support when needed.
of succession planning. The Board takes
and Senior Management are developed
the issue of Board diversity very seriously Development for Directors and
and implemented, conducting
and believes that maintaining an appropriate high-performing individuals below Board
searches for suitable replacements
balance of skills, knowledge, experience level has been an essential area of focus.
when necessary.
and backgrounds is key to its Coaching and mentoring is provided
effective performance. to develop and enhance specific skill
Committee activities in 2018
Gender diversity is an important element sets, and the Committee believes the
The Committee keeps under review
of this mix. It was in furtherance of its benefits of this approach are critical for
the leadership needs of the Company
diversity objectives that it recommended developing our own talent for the future.
and identifies and nominates suitable
candidates for the Board’s approval, to the appointment of Cherie Blair.
fill vacancies when they arise. In addition, The Committee monitors
it makes recommendations on who should the composition of the Boards of
be appointed to fill such vacancies. Dangote Cement and its Pan-African Aliko Dangote
At the start of 2018, the Committee, subsidiaries to ensure that they are Chairman of the Nomination Committee
after considering the contribution and comprised of individuals with the skills 25th February 2019
performance of the Acting Group and qualifications necessary to
Managing Director of the Company, effectively direct the affairs of the
recommended that the Board formally Company. The Committee also monitors
appoint Joseph Makoju as the Group subsidiary governance to ensure that
Managing Director/Chief Executive subsidiaries are run in line with best
Officer of the Company. practices. In that regard, the subsidiaries
Introduction
Ernest Ebi MFR The Board is ultimately accountable for
Independent the risk management process, system
Non-Executive Director of internal control and monitoring
compliance with applicable laws and
regulations. These functions have been
delegated to the Audit, Compliance and
Risk Management Committee, which
exercises oversight.
I am pleased to present to you the
2018 report of the Audit, Compliance
and Risk Management Committee.
It is a standing Committee of the Board
Role of the Committee
with powers of information, assessment
The Audit, Compliance and Risk Management Committee is charged
and presentation of proposals to the
with oversight of internal control, compliance and risk management,
Board of Directors within the scope of
working with the respective internal functions.
its functions in accordance with the
Company’s corporate governance
Meetings attended system and as more particularly set
Members (eligible to attend)
forth in the Committee Charter.
Ernest Ebi (Chairman) The Board has satisfied itself that all
Olakunle Alake the members of the Committee have
substantial education, experience and
Sani Dangote Ⅹ Ⅹ Ⅹ knowledge of accounting, risk and
corporate financial management, legal,
Devakumar Edwin governance and compliance and internal
control management.
Emmanuel Ikazoboh
This complies with and surpasses the
Fidelis Madavo requirement of Section 30.2 of the SEC
Code, which requires that at least one
Olusegun Olusanya* member of the Committee should have
recent and relevant financial experience.
Dorothy Ufot
• The Committee reviewed and approved the 2018 Internal Audit Plan as well as resourcing, manpower, training and
development requests.
• The Committee recommended the establishment of Board Audit, Risk and Compliance Committees in countries where
none exist.
• The Committee reviewed and made recommendations on the implementation of adequate control environments in the
companies within the Group.
• The Committee received reports on whistle blowing and fraud investigations and made appropriate recommendations
to the Board for approval.
Compliance
Committee actions
• The Committee reviewed and approved the compliance appraisal plan for the financial year, and expressed satisfaction
with the implementation of the previous year’s plan.
• The Committee reviewed the proposal of management, and approved the implementation of automated regulatory
compliance systems that will enhance compliance within the Group.
• The Committee reviewed the report of the Company’s compliance with applicable rules and regulations and noted that
the Company had recently been awarded “The Most Compliant Company Award” by the Nigerian Stock Exchange.
• The Committee, in compliance with the law, approved an independent review of the Internal Audit function, reviewed
the report upon completion and made recommendations for implementation of actions to improve performance.
• The Committee reviewed the statutory and regulatory returns made by the Company and its subsidiaries.
• The Committee received reports on the status of compliance of the subsidiary companies within the Group with the
laws applicable in their respective operating environments.
• The Committee reviewed the status of subsidiary companies’ Board meetings and made recommendations to the
Board as appropriate.
Risk management
Committee actions
• The Committee appraised the review of supplier contracts by management and observed the settlement of related tax
issues arising therefrom.
• The Committee reviewed the operational, insurance and credit risk management framework presented by the Chief Risk
Officer and was satisfied with measures put in place to prevent and mitigate risks by carrying all stakeholders along.
• The Committee reviewed the human resourcing of the Risk department and noted the progress made in filling vacant
positions across the Group.
• The Committee considered the relative benefits of constructing a power plant in one of its subsidiary companies and
resolved to recommend the same to the Board for approval.
• The Committee reviewed and approved several initiatives that will enhance the efficiency and effectiveness of the
transport management system.
• The Committee directed management to take necessary steps towards recovery of funds due from customers.
Composition and membership • reviewing and ensuring that proper Risks identified are managed systematically
continued liaison and cooperation exists to ensure proper control of all existing
As provided in its charter, the Committee between statutory auditors and and emerging risks to which the
meets as many times as it is called to, the Group Internal Audit function; Company is exposed.
meeting by resolution of the Committee • recommending to the Board for A holistic and fit-for-purpose methodology
itself or of its Chairman, and at least four approval the Company’s risk appetite is adopted to ensure all types of risks
times a year. The Committee met four and risk limits as well as changes to emanating from the Company’s strategic,
times in 2018. Some members of our the Company’s appetite for risk; internal and external activities are captured.
Senior and Executive Management teams
were invited to meetings to provide • approving the Company’s risk For proper analysis, risk incidents are
information and updates on agreed tasks framework and policies, including the mainly grouped under business and
and directives given by the Committee organisation and governance of risk strategic risk, operational risk, financial
from previous meetings. These include management; risk, market risk, liquidity risk, business
the Group CEO, Group CFO, Head of continuity risk and reputational risk.
• oversight of the execution of risk
Internal Audit, Group Chief Risk Officer, management including identification, Our risk appetite statements define the
Chief Legal Officer, Company Secretary, analysis and risk mitigation, within the quantum of risk the Group is willing to
Deputy Company Secretary and scope of the risk appetite (approved accept in pursuit of its strategic goals.
Compliance Manager. by the Board);
The Group defines risks as events that
Roles and responsibilities • reviewing, with the Company’s Legal portend any consequence of uncertainty
The roles and responsibilities of the Counsel, any legal matter that could in the attainment of its business objectives,
Committee are set out in its Charter, which have significant impact on the which may result in an opportunity or
is reviewed periodically by the Committee Company’s financial statements a threat.
taking into account relevant legislation and operations;
The outlook for effective risk management
and recommended best practice. • overseeing the Company’s involves proper analysis of the Group’s
The Committee has oversight over the compliance programme and business activities to identify short,
Audit, Compliance and Risk Management adherence to the Code of Business medium and long-term risks.
functions and receives separate reports Ethics; and
Identified risks are then assessed,
and updates from each of these functions. • establishing a whistle-blowing measured and controlled with close
Each quarter, the Committee submits to mechanism and monitor monitoring of the implementation of
the Board of Directors a report of activities implementation. recommended controls by the Group’s
of the Committee, which considers the Risk Management department. Insurance
The activities of the Risk Management,
activities for the review period, evaluation solutions are instituted as a key method
Compliance and Audit departments
of the adequacy of its Charter and of risk treatment.
respectively during 2018 are
an assessment of the Committee’s described below. The risk landscape of Dangote Cement
performance; the report is prepared is derived through thorough risk
in accordance with its Charter. Risk management assessments and deployment of other
The Committee’s main Introduction risk identification tools that cover all
responsibilities include: The Risk Management function of strategic, internal and external business
Dangote Cement supports the Board activities of the Group.
• oversight of the activities of the Group of Directors, the Executive Committee
Internal Audit function including the These risk management tools are utilised
and management of all subsidiaries in in all subsidiaries of the Group and at all
appointment and evaluation of the the Group in identifying, analysing and
Group Head of Internal Audit, approval levels in the Company.
controlling the Company’s overall
of the Internal Audit Plan, review of risk exposure. All mitigating actions implemented are
Internal Audit reports and safeguarding duly approved by relevant business
the independence of the Internal It does this through its bespoke owners and approving authorities.
Audit function; Enterprise Risk Management Framework,
which is governed by the Board and
• reviewing the scope, nature and driven by a specialist team that takes a
effectiveness of the Internal Audit formalised approach to risk management
function and recommending across all our operations using well-
proposed changes to the Board; established methodologies and tools.
This key risk indicator tracks and reports how much of our Export proceeds are >31% of Export proceeds
FX requirements are being funded by the proceeds of export FX budget averaged 40% of FX
sales. This is helpful because currency restrictions in Nigeria budget in 2018
make it difficult to source FX for some business activities.
Export proceeds are
16%–30% of FX budget
We depend on information technology systems to drive our SAP downtime SAP downtime averaged
business. SAP is deployed to provide a holistic and integrated <11.5 hours per month 10.7 hours per month
data capture, processing and reporting in areas of the business
Network availability ≥98% Network availability
such as inventory planning and management, sales and
averaged 98.5%
marketing, finance, credit administration and control, and
human resources planning. For this reason, the downtime
for SAP availability is closely monitored and reported to SAP downtime
avoid prolonged disruption of business activities. 11.5–35 hours per month
% truck availability
Timely delivery of goods is a key customer service delivery Truck availability is ≥72%
value driver as it not only ensures that customers get goods
as and when required but also enables us to generate additional Truck availability is 52%–72% Truck availability
income through our haulage services. Dangote Cement Plc averaged 57.8%
Nigeria has a fleet of more than 7,000 trucks servicing both
its domestic and export customers. The availability of trucks
Truck availability is <52%
for delivery is closely monitored so we can be confident we
can make deliveries on time.
Risk review of 2018 The Directors have assessed the The scenarios above are hypothetical
At each of its meetings during the year, prospects of Dangote Cement over the and purposefully severe for creating
the Committee reviewed detailed risk next three years, considering our current outcomes that can threaten the viability
management reports on all risk exposures business performance and principal of the Group. In the case of these
identified or anticipated organisation wide. risk exposures. A three-year viability scenarios arising, it was agreed that various
The report to the Committee focused on assessment period was considered options are available to the Group for
the impact of the challenging global and appropriate for the following reasons: maintaining liquidity required to continue
local business environment dynamics operations. These options include:
1. Dangote Cement has a
and policy changes affecting countries
one-year budget; 1. earlier access to new external funding;
in which we operate in with key decisions
made to adequately mitigate envisaged 2. it has a three-year strategic plan; and 2. embracing more radical short-term
medium and high risks. The Committee cost reduction actions; and
3. it has a longer-term life-of-asset outlook.
was thus able to constantly review the
3. reducing capital expenditures.
efficacy and applicability of its risk We have publicly stated our view that
management framework. while commodity prices remain volatile, None of these actions are envisaged to
our short-term outlook is optimistic. be a likely risk factor and were therefore not
The risk management report captures
Price and exchange rate volatility results assumed in our current scenario analysis.
key risks and related mitigation, including
in variability in plans and budgets. A
those set out in the principal risks section Given the thorough consideration of all
three-year period strikes an appropriate
of this Annual Report. likely risk factors considered in this scenario
balance between long-term and
analysis, Dangote Cement’s current
Based on this focused oversight on the short-term influences on performance.
business performance and principal risk
Group’s risk management implementation
This viability assessment considered, exposures, the Directors have a reasonable
during the year, the Committee made
amongst other things, Dangote Cement’s expectation that Dangote Cement will be
recommendations to the Board on the
product pricing scenarios, the latest funding able to continue in operations and meet
nature and extent of the risks it was willing
and liquidity situation, the long-tenured all its liabilities as they fall due. The risk
to take to achieve its strategic goals.
maturity profile of Dangote Cement’s that the Group would become insolvent
Some key decisions reached by the debt portfolio, and the maximum debt during this three-year timeframe was
Committee are outlined below: value maturing in any financial year. considered remote.
Operational risk: the Committee reviewed Other considerations include the
Group-level risk profile, the mitigating Compliance
principal operational risks, mitigating
actions available should key risks The Board monitors the Company’s
actions, tolerance limits through the key
materialise, and the regular Board compliance with applicable laws and
risk indicator dashboard and approved
strategy and portfolio discussions non-binding rules and standards. The
remedial actions required.
which address the range of possible responsibility for this has been delegated
Credit risk: the Committee gave directive to the Committee.
risk outcomes and the reserve life of
to develop relevant policies for ensuring
Dangote Cement’s production assets. Dangote Cement recognises that every
optimal mix in the ratio of secured
The Directors’ assessment also considered company is one bad decision or one
exposures to clean credit exposures.
additional stress testing of the balance “bad employee” away from potential
Transport risk: the Committee approved lawsuits and penalties, which bring to
sheet against two hypothetical significant
the review of transport strategy, process, the fore the vulnerability of businesses.
risk events, namely:
structure and technology.
1. a complete shutdown of one Corporate compliance, or more accurately
Audit and risk relationship: the the risk of non-compliance, has become
of our biggest plants due to a fire
Committee reviewed the role of the a major concern over the past decade,
outbreak; and
Risk Management and Audit functions especially for global companies such as
as they pertain to risk assessment and 2. a complete shutdown of one ours with operations in many different
their input for preparing annual internal of our biggest plants due to a countries and jurisdictions. When a
audit plans. low-price environment. practice commonly accepted in one
Other assumptions included the alignment country could be a serious criminal or
Business viability statement of production, capital expenditure and civil offence in another, it is essential that
The Board carried out a robust assessment operating expenditure with three-year this is understood and managed.
of Dangote Cement’s principal risks, planned forecasts and the alignment of The Compliance function is crucial for
including those that could threaten its prices with the cyclical low-price case the timely detection and prediction of
business model, future performance, used in the control stress case for compliance violations as well as for the
solvency or liquidity. balance sheet testing. provision of reactive and proactive
countermeasures on compliance others seeks to establish and implement • report on compliance matters that
violations. In recent years, monitoring compliance management practices that warrant the attention of the Subsidiary
the compliance of business processes contribute to sound and responsible Management Board; such reports
with relevant regulations, processes business practices and ensure the integrity must detail any risk tolerance levels
and rules has become a major focus. of the products and services delivered. that were exceeded and highlight any
The Compliance function will monitor unacceptable business practices;
Objectives of the
and identify possible violations and
Compliance function • monitor progress of compliance
predict future violations in a way that will
• embed and encourage compliance with risk mitigating actions and other
prevent sanctions being imposed.
laws, regulations, business principles compliance risk management
The Company recognises that effective and rules of conduct, and establish issues until they are resolved;
compliance management is vital for good business practices in every aspect
• submit an annual Compliance
sustainable and profitable growth. It of the organisation (e.g. governance,
Appraisal Plan (CAP) to the Board
is a very important contributor to the strategy, people, processes, policies,
Audit, Compliance and Risk
protection of the Group’s integrity and culture and communication);
Management Committee for review
reputation, and helps to build trust with
• establish and maintain effective and approval and periodically update
all stakeholders.
compliance and control systems, the CAP as necessary;
The Committee reviews reports received including compliance risk assessment,
• work with the process owners to
from the regulators and evaluates the mitigation, monitoring and reporting;
document an Annual Monitoring Plan;
nature and effectiveness of action plans
• provide timely advice to the
implemented to address identified • create a process including tools for
organisation on relevant changes
regulatory compliance issues. tracking and managing actions;
in the compliance environment;
The Compliance function is guided by • create a process including tools for
• promote integrity of the organisation,
the Committee Charter, which amongst the recording, reporting and managing
its businesses and its employees;
of compliance issues and incidents;
• incorporate lessons learnt into the
components and activities of the
Compliance Programme and
Annual Plan;
• ensure resolution of, or escalation to,
the Subsidiary Management Board,
the Executive Management Team
and the Board Audit, Compliance and
Risk Management Committee on
unaddressed or overdue items;
• institute internal arrangements to
ensure that all statutory and
governance duties are adequately
discharged in a timely manner;
• coordinate the provision of information
to regulatory organisations, ensuring
such information is timely and
appropriate and presents an effective
image of the Company;
• ensure compliance with all corporate
governance requirements and rules
of appropriate regulatory authorities,
particularly the SEC, NSE and
CAC; and
• ensure development, review,
dissemination and communication
of all governance policies and
processes required by the regulators.
Compliance appraisal Internal Audit The country Internal Audit functions are
The Compliance function is executed The Internal Audit function is responsible functionally accountable to local Senior
through periodic appraisals that consist for providing assurance to Management, Regional Heads of Internal Audit and
of one or all of the following methods: the Committee and the Board on the administratively to the Country Managers/
adequacy and effectiveness of risk Managing Directors/Managers.
• scheduled visits to the operating plants;
management, governance and internal
They also have direct access and
• liaison with regulators, agencies control systems in the Company.
accountability to local audit committees.
and other consultants;
The Board has documented the
The Internal Audit function’s approach to
• follow-up correspondence by authority, scope, accountability and
its activities is centred on the Company’s
email and telephone; and responsibility of the Internal Audit
Enterprise Risk Management (ERM)
function in the Internal Audit Charter.
• constant engagement with the local Framework and a risk-based audit
compliance teams, the Subsidiary The Charter provides guidance to the approach, both of which strengthen
Management Boards and other Internal Audit function and its provisions and complement how we undertake
process owners. are adhered to strictly by both the risk management at Dangote Cement.
Audit, Compliance and Risk
During these appraisals, one-on-one This approach provides assurance that
Management Committee and the
meetings are held with the management of the processes that manage risks to a
Internal Audit function.
the subsidiary companies or the operating level considered acceptable by the
plants with a view to understanding their Internal Audit operates independently Board are working effectively and
operational challenges and offering of Management and has full access to efficiently, whilst focusing on key
applicable solutions. all functions, records, property and processes and controls.
personnel in the Group.
The Group Internal Audit function uses a
Policy formulation Dangote Cement’s Internal Audit standardised, Group-wide internal audit
Policy formulation, review and function consists of the Group Internal methodology, which is in compliance
implementation is an integral part of Audit team, led by the Group Head of with the International Standards for the
the Compliance function. Internal Audit, and regional/country audit Professional Practice of Internal Auditing
As a manufacturing and production functions that operate in each of the of the Institute of Internal Auditors.
company, Dangote Cement is governed Company’s principal areas of business
It operates a formal quality assurance
by various laws and regulations. throughout its operations across Africa.
and effectiveness programme.
An important way to ensure compliance The Internal Audit function is structured
Following a risk-based approach, the
with these laws is through the formulation along three regions to ensure an
Internal Audit team presents the annual
of policies that set guidelines on how the appropriate span of control.
Internal Audit Plan for the approval by
Company and its Directors and The regions oversee various countries the Board Audit Committee.
employees are to act in any given as follows:
situation. The plan sets out the scope of work to
• Nigeria Region, comprising the be performed over a period and also
As at 25th February 2019, Dangote three plants located at Obajana, defines the approximate resources
Cement has 22 Board and governance Ibese and Gboko; necessary to accomplish the scope
policies. of the Internal Audit activities.
• West and Central Africa Region,
Additionally, we have several internal comprising Cameroon, Ghana, Internal Audit reviews, based on the
policies and charters that regulate all Senegal, Congo, Sierra Leone and approved plan for the year, generally
facets of the Company’s activities, several export destinations notably include provision of assurance over
ranging from production, sales, finance, Togo and Niger; and financial, operational, IT and transformation
human resources, communications, programme activities, which are performed
internal controls, corporate social • South and Eastern African Region,
by teams of qualified and experienced
responsibility functions, etc. comprising Tanzania, Zambia,
employees, as well as third parties
Ethiopia and South Africa.
Details of the Board and governance appointed to assist from time to time.
policies can be found in the appendix The regional and country functions are
The Group Head of Internal Audit,
on pages 202 and 203. centrally directed by the Group Head of
who reports to this Committee and
Internal Audit.
administratively to the Group CEO, has
direct right of access to, and regular
meetings with, me and prepares formal The Anti-Fraud Committee is made up Of cases investigated during 2018,
summary reports on the consolidated of the following members: 70% have been closed and 30% are
activities and key findings of the Group’s still ongoing.
• Chief Executive Officer;
Internal Audit team.
• Chief Financial Officer; Focus for 2019
The Committee monitors and reviews
the effectiveness of the Group Internal • Chief Legal Officer; The Committee will continue to
Audit function on an ongoing basis. discharge its function in a manner that
• Head of Internal Audit; will ensure that the Company’s key risks
Internal Audit underwent an external
quality assurance review during 2018 • Chief Human Resources Officer; and are recognised, appropriate controls are
in line with Section 31.14 of the SEC Code. deployed and compliance to rules and
• Chief Risk Officer. regulations in the operating environment
The Committee reviews the Group’s are assured.
Whistle-blowing mechanism
All employees and stakeholders have whistle-blowing arrangements each year
the opportunity to make confidential to assess whether they remain effective,
disclosures about suspected impropriety is notified of all material disclosures
or wrongdoing. made and receives reports on the results
of investigations and actions taken. Ernest Ebi
The Anti-Fraud Committee decides Chairman of the Audit, Compliance
on the appropriate method and level The Internal Audit function performs and Risk Management Committee
of investigation. necessary investigations on relevant 25th February 2019
items, recommends sanctions in line
with Dangote Cement’s Sanction Grid
and provides recommendations for
strengthening anti-fraud controls.
Introduction
Olusegun Olusanya* I am pleased to introduce the report
Independent of the Finance and General Purpose
Non-Executive Director Committee for the 2018 financial year
under review. We have continued to
maintain the highest standards of
governance, while striving to ensure
of the Company’s financial reporting efficiency amidst the challenges in our
and disclosure. It also assumes operating environment. Over the
oversight following pages I will provide an
overview of the Committee’s
responsibilities and activities and
describe the significant matters it
considered during the year.
Role of the Committee
The Finance and General Purpose Committee oversees all matters As the Finance and General Purpose
relating to the Company’s financial reporting and disclosure. Committee (FGPC), we assist the Board
It also assumes oversight of its financial policies and financial strategy, in fulfilling its oversight responsibilities in
potential corporate actions such as fund raising or M&A, as well areas such as the integrity of financial
as its arrangements for funding, resourcing and staffing. reporting, management of internal
controls, treasury, investments, financial
Meetings attended risks, capital structure and restructuring,
Members (eligible to attend)
corporate finance strategy and activities
Olusegun Olusanya* (Chairman) and mergers and acquisitions and other
related matters.
Olakunle Alake
The Committee receives its insight into
Sani Dangote Ⅹ Ⅹ Ⅹ Ⅹ the challenges and goals of the Company
from the financial and business targets
Ernest Ebi
set by the Board. It reviews how the
Devakumar Edwin Company progresses towards achieving
those targets, receiving regular updates
Emmanuel Ikazoboh
from Executive and Senior Management
Fidelis Madavo staff on operational and financial issues
across the Group.
Douraid Zaghouani
These reports give the Committee
an understanding of the risk factors
Attended Ⅹ Medical absence Not attended
involved as well as the assurance
* Resigned 31st December 2018. and processes to mitigate them.
Review of financial statements • The Committee reviewed, and recommended to the Board for approval, the
2017 audited financial statements.
• Reviewed and recommended to the Board for approval, the unaudited
quarterly financial statements.
• Recommended to the Board for approval the submission of financial
statements to relevant regulatory authorities.
Budget • Reviewed the annual Budget submitted by management, with focus on key
indices such as increased sales targets, and recommended the same to the
Board for approval.
• Reviewed the quarterly and full year financial performance of the Group
against the approved Budget.
Capital structure and financing • Reviewed status of loans to subsidiary companies and made
recommendations to the Board.
• Reviewed the financial status and debt profile of subsidiaries, and
considered refinancing and repayment of loans.
• Reviewed the loan portfolio of the Company and made appropriate
recommendations to the Board for approval.
• Deliberated the merits of capital raising through Naira and Euro bonds, and
made recommendations to the Board for approval.
Compliance • Advised on the registration of subsidiary loans with the various regulatory
authorities in the Pan-African subsidiaries in accordance with the law.
• Considered the effect of regulatory changes on the working capital of
the subsidiaries.
Investor relations • Reviewed and recommended the 2019 Investor Relations calendar to the
Board for approval.
Dividend • Deliberated on the various scenarios for the payment of the dividend and
made recommendations to the Board for the 2018 financial year.
External audit • The Committee considered the report of the external Auditors together with
the Management Letter, outstanding issues, judgements and estimates,
significant audit risks, management and internal control systems.
Investments • Reviewed and made recommendations to the Board on matters related
to major investments, acquisitions, divestments, joint ventures and
related transactions.
Roles and responsibilities As Chairman of the Committee, I –– any major issues regarding
continued regularly hold private meetings with the accounting principles and financial
• to review, in consultation with Group Chief Financial Officer, members statement presentations, including
the independent auditors, the of the Senior Management team and the any significant changes in the
integrity of the Company’s internal lead audit partners of our auditors, prior Company’s selection or application
and external financial reporting to the Committee meeting to better of accounting principles;
processes and controls; understand issues and any areas of
–– any major issues as to the
concern and to allow sufficient time for
• to review and recommend to adequacy of the Company’s
meaningful discussion in the Committee
the Board on matters pertaining internal controls and any special
meeting itself.
to Group treasury operations, audit steps adopted in light of
investment strategies, banking and material control deficiencies; and
Terms of reference:
cash management arrangements –– any other material written
Finance and Treasury
and financial risk management; and communications between
• Review and recommend to the Board
• to review thoroughly and make on matters pertaining to the capital the independent auditors and
recommendations to the Board structure and corporate finance the Company’s management.
on matters pertaining to major strategy of the Company, including, • Review and recommend to the Board
investments, mergers, acquisitions, without limitation: the issuance of on matters pertaining to global
divestitures, joint ventures or similar equity and debt securities; financing treasury operations, investment
transactions and the policies and plans generally; debt ratings; share strategies, banking and cash
processes of the Company repurchase philosophy and strategy; management arrangements and
related thereto. share redemption and purchase financial risk management (interest
activities; and dividend policy. rate, foreign exchange, etc.).
Composition and qualification • Review, in consultation with the
of the Committee Corporate transactions
independent auditors and the internal • Review and recommend to the
The Committee is comprised of eight auditors, the integrity of the Company’s
members, with five Non-Executive Board on matters pertaining to major
internal and external financial reporting investments, acquisitions, divestitures,
Directors and three Independent processes and controls. In this regard,
Non-Executive Directors. joint ventures or similar transactions
the Committee should obtain and and the policies and processes of the
Biographical details of each member discuss with management and the Company related thereto.
of the Committee, including relevant independent auditors all reports from
qualifications and experience, are set management and the independent Risk management
out pages 88 to 90 of this report. auditors regarding: • Discuss quarterly with the Chairman
of the Audit Committee the risk
As part of the annual review of the –– all critical accounting policies assessment process undertaken
effectiveness of the Committee, the and practices to be used by by the Committee with respect
Board has considered the qualifications, the Company; to the financial risks overseen by
expertise and experience of members –– analyses prepared by management the Committee.
and is satisfied that the Committee and/or the independent auditors
members bring a wide range and depth Reporting
setting forth significant financial • Report regularly to the Board:
of financial, accounting practices, risk reporting issues and judgements
management and commercial made in connection with the –– following all meetings
experience across various industries, preparation of the financial of the Committee; and
and that they will effectively discharge statements, including all alternative
their duties. –– with respect to such other matters
treatments of financial information that are relevant to the Committee’s
Some members of Senior and Executive within generally accepted accounting discharge of its responsibilities.
Management are invited to attend principles that have been discussed
meetings to provide any necessary with the Company’s management,
information, as well as updates on the ramifications of the use of
agreed tasks and directives requested the alternative disclosures and
by the Committee in previous meetings. treatments, and the treatment
preferred by the independent
auditors;
Financial reporting matters in 2018 Committee activities in 2018 It identified the current national threat level
The Committee reviewed the financial Key matters considered by the and satisfied itself as to the Company’s
reports submitted by management Committee in 2018 are detailed in the level of preparedness and areas for
during its meetings and assessed table on page 107. improvement for the 2019 financial year.
whether suitable accounting policies and
Other matters considered by the Having reviewed the composition
standards were adopted and whether
Committee included: and activities of the Committee, I am
the management team made the
satisfied that the Committee, working
appropriate estimates and judgements • pricing strategy and impact on
closely with Senior Management and
related to the Group’s performance. revenue and profits;
the external auditors, has carried out
The Committee also reviewed the • tax impact and tax exemption status its duties effectively and to a high
Group’s quarterly financial results, of entities within the Group, and total standard in 2018.
relevant disclosures, external auditors’ tax liability of the Group;
Going forward, we will continue to focus
reports, financial disclosures in the
• review of the carrying amount of on the effectiveness of the finance function
Annual Report and reports by external
Group assets including any potential and ensure adequate protection of the
auditors that highlighted any issues
impairment loss to be recognised Company’s financial assets.
arising from the audit.
during the year;
The specific areas of audit and
• benefits of different types of bond
accounting matters reviewed by the
issuance; and
Committee include:
• review of the currency hedging Olusegun Olusanya
• critical accounting judgements and
strategies, FX exposures and Former Chairman of the Finance and
estimates that affect the reported
management-proposed actions General Purpose Committee
amount of assets, liabilities, revenue
to mitigate FX exposures and their 25th February 2019
and expenses;
impacts on the business.
• appropriateness and consistency
The Committee also deliberated and
of application of accounting policies
recommended the financial strategy
and their compliance with
and areas of focus to the Board, and
accounting standards;
determined that it was appropriate to
• impairment testing of tangible adopt the going concern basis for the
and intangible assets; preparation of the financial statements.
• risks and associated controls over
the financial reporting process; and
• adequacy and clarity of reporting
disclosures and compliance with
applicable financial and
reporting standards.
Introduction
Fidelis Madavo The Technical and Operations Committee
Non-Executive Director of Dangote Cement assists the Board
and has an oversight function over
matters related to the construction,
expansion of capacity, maintenance
and operation of plants.
It is an independent role with accountability
to the Board. It does not assume the
functions of management, which remain
the responsibility of the Chief Executive
Officer and other Senior Executives.
Introduction
Emmanuel Ikazoboh In this report, we provide an overview
Independent of the principles, policy and practices
Non-Executive Director regulating remuneration at Dangote
Cement Plc, with specific emphasis
on remuneration of Executive and
Non-Executive Directors and members
of the Executive Management Committee.
The information contained herein
has been approved by the Board on
recommendation of the Remuneration
and Governance Committee.
The policy enforces our remuneration incorporating Executive leadership and Biographical details of each member
principles that aim to: corporate values into the performance of the Committee, including relevant
management process. This is consistent qualifications and experience, are set
• attract and retain people with
with Section 5.3 of the SEC Code. out on pages 88 to 90 of the Corporate
integrity, ability, skill and experience
Governance Report.
to deliver the Group’s strategy; Our policy also ensures that Senior
Executives’ remuneration is linked to The Company Secretary is also the
• retain the services of existing
Group and individual performance in line Secretary to the Committee.
competent Directors and Senior
with Section 5.3(d) of the SEC Code.
Management, as well as attract The Group CEO, Group CFO, Group
quality to the Company; The Remuneration and Governance Chief Human Resources Officer and
Committee has been charged with the Company Secretary are regularly
• ensure that remuneration levels
responsibility of leading the process for consulted and are in attendance at the
are fair and transparent and do
determining the remuneration of Senior Committee meetings when required to
not discriminate;
Executives and Non-Executive Directors. provide information.
• recognise and encourage exceptional
The Committee will continue to monitor
and value-adding performance; Roles and responsibilities
the Remuneration Policy’s alignment
• motivate Directors to pursue with the Group’s business priorities and The principal role of the Remuneration
and promote balance between the objectives, whilst ensuring that the and Governance Committee, in relation
short-term and long-term growth remuneration framework continues to to remuneration, is to assist the Board
of the Group while maximising motivate, reward and retain our Senior in the matters described in the table
shareholders’ returns; Management in order to deliver the on page 116.
Company’s strategy effectively. Generally, the Committee is responsible
• ensure that remuneration
arrangements are equitable, for satisfying itself, on behalf of the
transparent, well communicated Composition of the Committee Board of Directors, that the Company’s
and easily understood, aligned The Remuneration and Governance leadership development, talent planning,
with the interest of shareholders Committee consists of three Non‑Executive organisational structure and compensation
and adequately disclosed; Directors and four Independent strategies, plans, policies and practices
Non‑Executive Directors. are internally aligned and consistent
• align individual rewards with with the sustainable achievement of
the Company’s performance, This composition is in compliance with
the Company’s business objectives, the
the interests of its shareholders, Section 11.1 of the SEC Code. In
prudent management of its operations
and a prudent approach to compliance with Section 14.3 of the SEC
and risks including regulatory oversight as
risk management; and Code, only Non-Executive Directors are
required, and adherence to its processes,
involved in decisions regarding the
• promote compliance with global policies, procedures and controls.
remuneration of the Group Chief
regulatory trends and governance Executive Officer.
requirements, with an emphasis
on long-term sustainability. The SEC Code requires the Remuneration
and Governance Committee to consist
The policy defines a transparent only of Non-Executive Directors. I serve
procedure for encouraging and as the Chairman of the Committee by
stimulating enhanced performance virtue of my position as an Independent
in a way that will increase profitability Non-Executive Director.
and sustainability of the Company.
The Board has satisfied itself that
It provides challenging but achievable members of the Committee have the
goals to drive towards the vision and requisite knowledge, skill and experience
strategy of the Company, focuses on to function effectively.
increased accountability through providing
clarity around what is measured and
how (weightings against performance
categories), and emphasises the way
that business should be conducted by
Board training • The Committee reviewed and approved the proposal of training for Directors,
recommending both local training by the Institute of Directors and international
training anchored by the McKinsey Global Institute, in order to improve the
capabilities of the Board.
• The Committee also resolved to recommend the need to ensure annual
Board and Director training to enable them keep abreast of trends and best
practice in directorship.
Governance policies • The Committee noted the need to review existing governance policies and
charters in line with regulatory requirements and changes and approved
compilation and review of all Board Charters and policies.
Board evaluation • The Committee commissioned a Board and Individual Directors Evaluation
in respect of the 2018 financial year.
Executive and staff compensation • The Committee reviewed and considered the report presented by
management of the comparative analysis of the salary structure against
industry peers with a view to make the compensation structure more
competitive and attractive to people with the requisite skill sets.
• The Committee considered implementation of an individual performance
bonus and other staff incentives subject to satisfactory performance.
Succession planning and manpower • The Committee resolved to implement succession planning initiatives that
planning will enable the Company to recruit superior employees, develop their
knowledge, skills, and abilities, and prepare them for advancement and/or
promotion into ever more challenging roles within the organisation.
Talent management system • The Committee approved the implementation of a Talent Management
System that attracts and builds young talented professionals who will serve
as a pool for future growth and staff retention. A new 18-month Graduate
Trainee Programme has already started in Nigeria and will be replicated in all
the Pan-African locations.
Senior Executives
Competitive • Remuneration and reward strategies are set at levels that enable the Group to attract, motivate
remuneration and retain the right skills required to efficiently manage the operations and growth of the business.
Attraction • Salaries for Senior Executives are set at a level to attract and retain high-calibre Executives with
and retention international experience that will benefit the Company and its operations.
Performance related • Annual performance goals of Senior Executives shall be aligned to shareholder interest. This is
to ensure that Senior Executives make prudent decisions in deploying the Group’s resources to
generate sustainable growth.
• The Group’s performance-based incentive programmes for the Executive management shall be
aligned to individual performance and the overall performance of the Group.
• This approach drives a high performance culture that rewards individual contributions and the
achievement of business results that enhance shareholder value. Senior Executives can earn an
annual bonus of up to 25% of their base salary, depending on the achievement of agreed
corporate and personal objectives.
Long term • The remuneration structure will be designed to reflect the long-term nature of Dangote Cement’s
business while balancing risks and reward. The performance period for this long-term component
will typically run for three years, with the Executive not receiving any bonus until the end of the
performance period. The structure of the long-term incentive is under consideration at present.
Fairness • Dangote Cement will regularly benchmark its remuneration practices against international peer
organisations whose business profiles are broadly similar to that of the Group, using remuneration
surveys, peer reviews, etc. This will ensure that the overall pay takes into cognisance both the
external environment as well as the Group’s conditions at any point in time.
Non-Executive Directors
Competitive • Remuneration will be set at levels that enable the Group to attract, motivate and retain
remuneration world‑class talent with the right skills required to effectively oversee the operations and growth
of the business.
• The Group will regularly benchmark its remuneration practices against other international
organisations whose business profiles are broadly similar to ours, using publicly available
information gathered from remuneration surveys, peer reviews, etc.
Fixed • Remuneration will be determined for each year and will be payable periodically throughout
the year.
Transparency • The Group will maintain a transparent remuneration process that includes adequate
consideration and approval of remuneration payable.
Elements of remuneration
Senior Executives (including Group CEO)
Purpose and
Element link to strategy Objectives Operation
Basic pay • This is a fixed salary, • To attract and retain • Salaries for all roles are determined with
which is not dependent talent in a competitive reference to applicable relevant market
on performance. It international market. practices and benchmarks.
comprises basic pay and
• Payment to be made monthly.
all cash allowances paid
to the Executive.
Short-term • This represents the • To motivate and reward • Senior Executives’ annual performance
performance pay-at-risk that is the delivery of annual incentives will be evaluated against the
incentive contingent on the goals at Group and performance metrics defined in their
achievement of agreed individual levels. approved individual balanced scorecard.
performance indicators.
• To reward contributions • Payment in March, following Board
It includes the established
from short to mid-term approval of the annual financial results.
and incidental payouts
performance of the Group
from the annual incentive
and demonstrate potential
scheme.
for any future contribution.
Long-term • This is designed to • To reward sustained growth • The structure of the long-term incentive
performance improve long-term in shareholder value. plan is under consideration at present.
incentive performance of the
Group by aligning the
interests of the Senior
Executives with Group
performance.
Benefits and • These are the non- • To reflect the market value • Review periodically in line with the
perquisite monetary forms of of individuals and their role individual contract of employment.
compensation provided within the Group.
• Includes accommodation, company
to the Executives.
• To aid retention and car (and related benefits), club and
remain competitive in the professional membership subscription,
marketplace. air travel tickets, per diem, medical
insurance and life assurance.
Aliko Dangote 5,000 5,000 3,300 6,100 40,050 27,476 48,350 38,576
Olakunle Alake 4,000 4,000 7,250 7,550 40,050 26,426 51,300 37,976
Cherie Blair 4,000 — 1,200 — 3,650 — 8,850 —
Sani Dangote 4,000 4,000 700 6,800 45,550 26,426 50,250 37,226
Abdu Dantata 4,000 4,000 4,800 5,100 40,050 26,426 48,850 35,526
Sir Michael Davis 4,000 — 1,200 — 3,650 — 8,850 —
Ernest Ebi 4,000 4,000 8,500 9,100 42,100 32,626 54,600 45,726
Devakumar Edwin 4,000 4,000 7,600 8,800 40,050 26,426 51,650 39,226
Emmanuel Ikazoboh 4,000 4,000 8,150 8,750 42,100 32,626 54,250 45,376
Fidelis Madavo 4,000 4,000 7,100 7,400 40,050 26,426 51,150 37,826
Olusegun Olusanya 4,000 4,000 8,150 8,750 42,100 32,626 54,250 45,376
Dorothy Ufot 4,000 4,000 4,800 5,100 45,250 32,626 54,050 41,726
Douraid Zaghouani 4,000 4,000 4,800 4,800 40,050 26,426 48,850 35,226
Viswanathan Shankar 4,000 — 2,000 — — — 6,000 —
Joseph Makoju — 4,000 — 6,900 — 26,426 — 37,326
Total 57,000 49,000 69,550 85,150 464,700 342,962 591,250 477,112
Directors’ interests
The interests in the ordinary shares of the Company of Directors who held office during the period 1st January, 2018 to
31st December, 2018, are set out in the Directors’ Report on pages 91 to 95.
Emmanuel Ikazoboh
Chairman of the Remuneration and Governance Committee
25th February 2019
statements
Securities Act (ISA) 2007
125 Statement of Directors’
Responsibilities for the
Preparation and Approval
of the Financial Statements
126 Independent Joint
Auditors’ Report
129 Consolidated and separate
statement of profit or loss
130 Consolidated and
separate statement of
comprehensive income
131 Consolidated and separate
statement of financial position
132 Consolidated statement of
changes in equity
133 Separate statement of changes
in equity
134 Consolidated and separate
statement of cash flows
135 Notes to the consolidated and
separate financial statements
197 Five-year financial summary
– other national disclosure
199 Statement of value added
– other national disclosure
Supplementary information
200 Related-party transactions
202 Board policies
204 Compliance with SEC
disclosure requirements
207 Notice of 10th Annual
General Meeting
208 Directors and
professional advisers
209 Corporate information
210 Donations and sponsorships
212 Board and Committee meeting
dates and attendance
215 Glossary of abbreviations
217 Mandate for E-Dividend Payment
219 Proxy Form
01 02 03 04
In accordance with Section 359 (6) of the Companies and Allied Matters Act, Cap C20 LFN 2004 and Section 30.4 of the
SEC Code, the members of the Statutory Audit Committee of Dangote Cement Plc hereby report as follows:
“We have exercised our statutory functions under Section 359 (6) of the Companies and Allied Matters Act, Cap C20 LFN 2004
and we acknowledge the cooperation of the Board, management and staff in the conduct of these responsibilities. After careful
consideration of the report of the external auditors, we accepted the report that the Financial Statements give a true and fair
view of the state of the Group’s financial affairs as at 31st December, 2018.
We confirm that:
I. The accounting and reporting policies of the Group are in accordance with legal and regulatory requirements as well as
agreed ethical practices;
II. We reviewed the scope and planning of audit requirements and found them adequate;
III. We reviewed the findings on the management letter prepared by the external auditors and found management responses
to the findings satisfactory;
IV. The accounting and internal controls system is constantly and effectively being monitored through an effective internal
audit function;
V. We made recommendations to the Board on the re-appointment and remuneration of the external auditors and also reviewed
the provision made in the Financial Statements for the remuneration of the external auditors; and
VI. We considered that the external auditors are independent and qualified to perform their duties effectively.
The Committee therefore recommends that the Audited Financial Statements for the year ended 31st December, 2018 and the
External Auditors’ report thereon be presented for adoption at this Annual General Meeting.”
Robert Ade-Odiachi
Chairman, Statutory Audit Committee
FRC/2013/ICAN/00000004526
We have reviewed the consolidated and separate financial statements of Dangote Cement Plc and its subsidiaries (“the Group”)
for the year ended 31st December 2018.
Based on our knowledge, these consolidated and separate financial statements do not:
• contain any untrue statement of a material fact; or
• omit to state a material fact, which would make the statement misleading in light of the circumstances under which such
statements were made.
The financial statements and other financial information included in this report fairly present in all material respects the financial
condition, results of operations and cash flows of the Group as of and for the years presented in the consolidated and separate
financial statements.
The Directors are responsible for establishing and maintaining internal controls. We have:
• designed such internal controls to ensure that material information relating to the Group is made known to us by others within
the Group, particularly during the year in which this report is being prepared;
• continuously evaluated the effectiveness of the Group and Company's internal controls and reported to the Board’s Audit and
Risk Management Committee on a quarterly basis; and
• disclosed to the Audit Committee any fraud, whether material or not, that involved management or other employees who
have a significant role in the Company’s internal controls.
Other information
The directors are responsible for the other information. The other information comprises the directors’ Report, Audit Committee’s
Report and Company Secretary’s Report, which we obtained prior to the date of this auditors’ report. The other information
does not include the consolidated and separate financial statements and our report thereon.
Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
Based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, if we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Directors for the Consolidated and Separate Financial Statements
The directors are responsible for the preparation of the consolidated and separate financial statements in accordance with
International Financial Reporting Standards and the requirements of the Companies and Allied Matters Act CAP C20 LFN 2004,
Financial Reporting Council Act, 2011 and for such internal control as the directors determine is necessary to enable the
preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group and/or the Company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ Responsibilities for the Audit of the Consolidated and Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group and the Company’s
internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists relating to events or conditions that may cast significant doubt
on the Group and Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the consolidated and separate financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and Company
to cease to continue as a going concern.
Auditors’ Responsibilities for the Audit of the Consolidated and Separate Financial Statements continued
• Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the
disclosures, and whether the Group and Company’s financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated and separate financial statements. We are responsible for the direction,
supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee and the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee and directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee and/or the directors, we determine those matters that were of most
significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the benefits derivable by the public from such communication.
Report on Other Legal and Regulatory Requirements
In accordance with the Sixth Schedule of the Companies and Allied Matters Act CAP C20 LFN 2004, we expressly state that:
i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purpose of our audit.
ii) The Group and Company have kept proper books of account, so far as appears from our examination of those books.
iii) The Group and Company’s financial position, statements of profit or loss and comprehensive income are in agreement with
the books of account and returns.
Group Company
Year ended Year ended Year ended Year ended
31/12/18 31/12/17 31/12/18 31/12/17
Notes ₦’million ₦’million ₦’million ₦’million
The accompanying notes on pages 135 to 196 and other national disclosures on pages 197 to 199 form an integral part of
these consolidated and separate financial statements.
Group Company
Year ended Year ended Year ended Year ended
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
The accompanying notes on pages 135 to 196 and other national disclosures on pages 197 to 199 form an integral part of
these consolidated and separate financial statements.
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
Notes ₦’million ₦’million ₦’million ₦’million
Assets
Non-current assets
Property, plant and equipment 15 1,171,864 1,192,140 535,934 549,962
Intangible assets 16 5,969 6,355 48 37
Investments in subsidiaries 17.2 — — 162,071 161,957
Investment in associate 17.3 4,312 3,749 1,582 1,582
Finance lease receivables 21 6,475 6,614 6,475 6,614
Deferred tax asset 14.3 40,622 30,625 14,561 6,674
Prepayments for property, plant and equipment 18.1 36,383 16,101 — 1,600
Other receivables 30 — — 560,277 455,792
Total non-current assets 1,265,625 1,255,584 1,280,948 1,184,218
Current assets
Inventories 19 106,998 94,594 59,820 62,259
Trade and other receivables 20 44,468 30,155 11,046 12,340
Prepayments and other current assets 18.2 101,883 115,496 252,589 248,194
Finance lease receivables 21 2,380 1,608 2,380 1,608
Current income tax receivables 14.2 6,213 59 6,211 —
Cash and bank balances 31 166,896 168,387 108,980 102,468
Total current assets 428,838 410,299 441,026 426,869
Total assets 1,694,463 1,665,883 1,721,974 1,611,087
Liabilities
Current liabilities
Trade and other payables 24 230,970 270,721 92,879 142,737
Current income tax payable 14.2 9,223 63,901 8,608 63,787
Financial liabilities 25 220,128 144,783 145,436 86,190
Other current liabilities 26.2 35,185 41,071 37,836 51,242
Total current liabilities 495,506 520,476 284,759 343,956
Non-current liabilities
Deferred tax liabilities 14.3 83,350 116,898 80,033 116,491
Financial liabilities 25 125,725 242,894 62,168 157,195
Long-term provisions and other charges 27 2,753 3,416 1,310 2,073
Deferred revenue 26.1 516 839 156 355
Total non-current liabilities 212,344 364,047 143,667 276,114
Total liabilities 707,850 884,523 428,426 620,070
Net assets 986,613 781,360 1,293,548 991,017
Equity
Share capital 22.1 8,520 8,520 8,520 8,520
Share premium 22.1 42,430 42,430 42,430 42,430
Capital contribution 22.4 2,877 2,877 2,828 2,828
Currency translation reserve 22.3 72,605 75,441 — —
Retained earnings 848,695 639,462 1,239,770 937,239
Equity attributable to owners of the Company 975,127 768,730 1,293,548 991,017
Non-controlling interest 11,486 12,630 — —
Total equity 986,613 781,360 1,293,548 991,017
Total equity and liabilities 1,694,463 1,665,883 1,721,974 1,611,087
The accompanying notes on pages 135 to 196 and other national disclosures on pages 197 to 199 form an integral part of
these consolidated and separate financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 25th February 2019 and were
signed on its behalf by:
Aliko Dangote, GCON Engr. Joseph Makoju Mni, OFR. Brian Egan
Chairman, Board of Directors Group Chief Executive Officer Group CFO/Executive Director, Finance
FRC/2013/IODN/00000001766 FRC/2018/COREN/00000017767 FRC/2015/MULTI/00000011227
Attributable
Currency to the Non-
Share Share Retained translation Capital owners of controlling Total
capital premium earnings reserve contribution the parent Interests equity
Group ₦’million ₦’million ₦’million ₦’million ₦’million ₦’million ₦’million ₦’million
Balance as at 1st January 2017 8,520 42,430 605,662 78,964 2,877 738,453 (12,925) 725,528
Profit for the year — — 198,585 — — 198,585 5,663 204,248
Other comprehensive income for the year,
net of income tax (tax nil) — — — (3,523) — (3,523) (49) (3,572)
Total comprehensive income for the year — — 198,585 (3,523) — 195,062 5,614 200,676
Effect of changes in subsidiary shareholding — — (19,941) — — (19,941) 19,941 —
Dividends paid — — (144,844) — — (144,844) — (144,844)
Balance as at 31st December 2017 8,520 42,430 639,462 75,441 2,877 768,730 12,630 781,360
Profit for the year — — 388,983 — — 388,983 1,342 390,325
Other comprehensive income for the year,
net of income tax (tax nil) — — — (2,836) — (2,836) (3,311) (6,147)
Total comprehensive income for the year — — 388,983 (2,836) — 386,147 (1,969) 384,178
Dividends paid — — (178,925) — — (178,925) — (178,925)
Effect of changes in subsidiary shareholding — — (825) — — (825) 825 —
Balance as at 31st December 2018 8,520 42,430 848,695 72,605 2,877 975,127 11,486 986,613
The accompanying notes and other national disclosures are an integral part of these consolidated and separate financial statements.
The accompanying notes and other national disclosures are an integral part of these consolidated and separate financial statements.
Group Company
Year ended Year ended Year ended Year ended
31/12/18 31/12/17 31/12/18 31/12/17
Notes ₦’million ₦’million ₦’million ₦’million
The accompanying notes and other national disclosures are an integral part of these consolidated and separate financial statements.
1. General information
Dangote Cement Plc (“the Company”) was incorporated in Nigeria as a public limited liability company on 4th November 1992
and commenced operations in January 2007 under the name Obajana Cement Plc. The name was changed on 14th July 2010
to Dangote Cement Plc.
Its parent company is Dangote Industries Limited (DIL or “the parent company”). Its ultimate controlling party is Aliko Dangote.
The registered address of the Company is located at 1 Alfred Rewane Road, Ikoyi, Lagos, Nigeria.
The principal activity of the Company and its subsidiaries (together referred to as “the Group”) is to operate plants for the
preparation, manufacture and distribution of cement and related products. The Company’s production activities are currently
undertaken at Obajana town in Kogi State, Gboko in Benue State and Ibese in Ogun State, all in Nigeria. Information in respect
of the subsidiaries' locations is disclosed in note 17.
The consolidated financial statements of the Group for the year ended 31st December 2018 comprise the results and the
financial position of the Company and its subsidiaries.
The separate financial statements of the Company for the year ended 31st December 2018 comprise those of the Company only.
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
2.10 Intangible assets
In accordance with criteria set out in IAS 38 Intangible Assets, intangible assets are recognised only if identifiable; controlled by
the entity because of past events; it is probable that the expected future economic benefits that are attributable to the asset will
flow to the Group; and the cost of the asset can be measured reliably. Intangible assets primarily include amortisable items such
as software and mineral rights, as well as certain development costs that meet the IAS 38 criteria.
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and
accumulated impairment losses. Intangible assets are amortised using the straight-line method over their useful lives ranging
from two to seven years. Amortisation expense is recorded in “Cost of sales” and “Selling and distribution expenses” or “Administrative
expenses”, based on the function of the underlying assets. The estimated useful lives and amortisation method are reviewed at
the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Exploration assets are carried at cost less any impairment losses. All costs, including overhead costs directly associated with the
specific project, are capitalised. The Directors evaluate each project at each period end to determine if the carrying value should
be written off. In determining whether expenditure meets the criteria to be capitalised, the Directors use information from several
sources, depending on the level of exploration.
Purchased exploration and evaluation assets are recognised at the cost of acquisition or at the fair value if purchased as part
of a business combination.
Exploration assets are amortised over a period of 30 years in line with the estimated lives of the mines.
3. Application of new and revised International Financial Reporting Standards (IFRSs) continued
3.1 New and revised IFRSs/IFRICs affecting amounts reported and/or disclosures in these financial statements continued
IFRS 9 Financial instruments continued
(b) Impairment of financial assets
In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model as opposed to an incurred credit
loss model under IAS 39. The expected credit loss model requires the Group to account for expected credit losses and changes
in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial
assets. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised.
Specifically, IFRS 9 requires the Group to recognise a loss allowance for expected credit losses on:
(1) debt investments measured subsequently at amortised cost or at FVTOCI;
(2) lease receivables;
(3) trade receivables and contract assets; and
(4) financial guarantee contracts to which the impairment requirements of IFRS 9 apply.
In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime
expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or
if the financial instrument is a purchased or originated credit‑impaired financial asset. However, if the credit risk on a financial
instrument has not increased significantly since initial recognition (except for a purchased or originated credit‑impaired financial
asset), the Group is required to measure the loss allowance for that financial instrument at an amount equal to twelve‑months’
ECL. IFRS 9 also requires a simplified approach for measuring the loss allowance at an amount equal to lifetime ECL for trade
receivables, contract assets and lease receivables in certain circumstances.
The consequential amendments to IFRS 7 have also resulted in more extensive disclosures about the Group’s exposure to credit
risk in the consolidated financial statements (see note 29). The impact of IFRS 9 on opening balances was considered immaterial.
(c) Classification and measurement of financial liabilities
A significant change introduced by IFRS 9 in the classification and measurement of financial liabilities relates to the accounting
for changes in the fair value of a financial liability designated as at FVTPL attributable to changes in the credit risk of the issuer.
Specifically, IFRS 9 requires that the changes in the fair value of the financial liability that is attributable to changes in the credit
risk of that liability be presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s
credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair
value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss, but are instead transferred
to retained earnings when the financial liability is derecognised.
Previously, under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at FVTPL was
presented in profit or loss.
The Group does not hold financial liabilities designated as at FVTPL; therefore, the application of IFRS 9 has had no impact on
the classification and measurement of the Group’s financial liabilities.
(d) General hedge accounting
The new general hedge accounting requirements retain the three types of hedge accounting. However, greater flexibility has
been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that
qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting.
In addition, the effectiveness test has been replaced with the principle of an “economic relationship”. Retrospective assessment
of hedge effectiveness is also no longer required. Enhanced disclosure requirements about the Group’s risk management
activities have also been introduced.
The Group does not apply hedge accounting; therefore, the application did not have any impact on the financial statements.
3. Application of new and revised International Financial Reporting Standards (IFRSs) continued
3.1 New and revised IFRSs/IFRICs affecting amounts reported and/or disclosures in these financial statements
continued
Impact of application of IFRS 15 Revenue from Contracts with Customers
In the current year, the Group has applied IFRS 15 Revenue from Contracts with Customers (as amended in April 2016) which
is effective for an annual period that begins on or after 1 January 2018. IFRS 15 introduced a 5‑step approach to revenue
recognition. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. The Group’s accounting
policies for its revenue streams are disclosed in detail in note 2.5. The application of IFRS 15 has not had any impact on the
financial position and/or financial performance of the Group.
IFRS 2 (amendments) Classification and Measurement of Share‑based Payment Transactions
The amendments clarify the following:
(1) In estimating the fair value of a cash‑settled share‑based payment, the accounting for the effects of vesting and non‑vesting
conditions should follow the same approach as for equity‑settled share‑based payments.
(2) Where tax law or regulation requires an entity to withhold a specified number of equity instruments equal to the monetary
value of the employee’s tax obligation to meet the employee’s tax liability which is then remitted to the tax authority (typically
in cash), i.e. the share‑based payment arrangement has a “net settlement feature”, such an arrangement should be classified
as equity settled in its entirety, provided that the share‑based payment would have been classified as equity settled had it not
included the net settlement feature.
(3) A modification of a share‑based payment that changes the transaction from cash‑settled to equity settled should be
accounted for as follows:
(i) the original liability is derecognised;
(ii) the equity‑settled share‑based payment is recognised at the modification date fair value of the equity instrument granted
to the extent that services have been rendered up to the modification date; and
(iii) any difference between the carrying amount of the liability at the modification date and the amount recognised in equity
should be recognised in profit or loss immediately.
The Group does not have share-based payments; therefore, the application of this amendment did not have any impact on the
financial statements.
IAS 40 (amendments) Transfers of Investment Property
The amendments clarify that a transfer to, or from, investment property necessitates an assessment of whether a property meets,
or has ceased to meet, the definition of investment property, supported by observable evidence that a change in use has occurred.
The amendments further clarify that the situations listed in IAS 40 are not exhaustive and that a change in use is possible for
properties under construction (i.e. a change in use is not limited to completed properties). The Group does not hold investment
property; therefore, the application of this amendment did not have any impact on the financial statements.
Annual Improvements to IFRSs 2014–2016 Cycle (Amendments to IAS 28 Investments in Associates and Joint Ventures)
The amendments clarify that the option for a venture capital organisation and other similar entities to measure investments in
associates and joint ventures at FVTPL is available separately for each associate or joint venture, and that election should be
made at initial recognition. The application of this amendment did not have any impact on the financial statements because the
Group is not a venture capital organisation.
IFRIC 22 Foreign Currency Transactions and Advance Consideration
IFRIC 22 addresses how to determine the “date of transaction” for the purpose of determining the exchange rate to use on initial
recognition of an asset, expense or income, when consideration for that item has been paid or received in advance in a foreign
currency which resulted in the recognition of a non‑monetary asset or non‑monetary liability (for example, a non‑refundable deposit
or deferred revenue). The interpretation specifies that the date of transaction is the date on which the entity initially recognises
the non‑monetary asset or non‑monetary liability arising from the payment or receipt of advance consideration. If there are
multiple payments or receipts in advance, the interpretation requires an entity to determine the date of transaction for each
payment or receipt of advance consideration. The application of this interpretation did not have any impact as the Group's policy
was consistent with the interpretation.
3. Application of new and revised International Financial Reporting Standards (IFRSs) continued
3.2 New and revised IFRSs in issue but not yet effective
IFRS 16 Leases
IFRS 17 Insurance Contracts
Amendments to IFRS 9 Prepayment Features with Negative Compensation
Amendments to IAS 28 Long‑term Interests in Associates and Joint Ventures
Annual Improvements to IFRSs 2015–2017 Cycle mendments to IFRS 3 Business Combinations, IFRS 11 Joint
A
Arrangements, IAS 12 Income Taxes and IAS 23 Borrowing Costs
Amendments to IAS 19 Employee Benefits Plan Amendment, Curtailment or Settlement
IFRS 10 Consolidated Financial Statements and IAS 28 Sale or Contribution of Assets between an Investor and its
(amendments) Associate or Joint Venture
IFRIC 23 Uncertainty over Income Tax Treatments
IFRS 16 Leases
IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both
lessors and lessees. IFRS 16 will supersede the current lease guidance including IAS 17 Leases and the related interpretations
when it becomes effective for periods beginning on or after 1 January 2019. IFRS 16 distinguishes leases and service contracts
on the basis of whether an identified asset is controlled by a customer. Distinctions of operating leases (off balance sheet) and
finance leases (on balance sheet) are removed for lessee accounting, and are replaced by a model where a right-to-use asset
and a corresponding liability have to be recognised for all leases by lessees (i.e. all on balance sheet) except for short-term
leases and leases of low value assets.
The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less
accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is
initially measured at the present value of the lease payments that are not paid at that date. Subsequently, the lease liability is
adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Furthermore, the
classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash
flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portion which will be
presented as financing and operating cash flows respectively.
As at 31 December 2018, the Group has non‑cancellable operating lease commitments as shown in note 32. Some of these will
qualify as right‑of‑use asset. The Company is assessing the impact and do not expect a material impact on equity.
IFRS 17 Insurance Contracts
The new Standard establishes the principles for the recognition, measurement, presentation and disclosure of insurance
contracts and supersedes IFRS 4 Insurance Contracts. The Standard outlines a General Model, which is modified for insurance
contracts with direct participation features, described as the Variable Fee Approach. The General Model is simplified if certain
criteria are met by measuring the liability for remaining coverage using the Premium Allocation Approach.
The General Model will use current assumptions to estimate the amount, timing and uncertainty of future cash flows and it will
explicitly measure the cost of that uncertainty, it takes into account market interest rates and the impact of policyholders’ options
and guarantees.
The implementation of the Standard is unlikely to bring significant changes to an entity’s processes, systems and financial
statements as the Group does not hold insurance contracts.
The Standard is effective for annual reporting periods beginning on or after 1 January 2021, with early application permitted.
3. Application of new and revised international financial reporting standards (IFRSs) continued
Amendments to IFRS 9 Prepayment Features with Negative Compensation
The amendments to IFRS 9 clarify that for the purpose of assessing whether a prepayment feature meets the SPPI condition,
the party exercising the option may pay or receive reasonable compensation for the prepayment irrespective of the reason for
prepayment. In other words, prepayment features with negative compensation do not automatically fail SPPI.
The amendment applies to annual periods beginning on or after 1st January 2019, with earlier application permitted.
There are specific transition provisions depending on when the amendments are first applied, relative to the initial application
of IFRS 9.
The Directors of the Company do not anticipate that the application of the amendments in the future will have an impact on the
Group’s consolidated financial statements.
Amendments to IAS 28 Long‑term Interests in Associates and Joint Ventures
The amendment clarifies that IFRS 9, including its impairment requirements, applies to long‑term interests. Furthermore, in applying
IFRS 9 to long‑term interests, an entity does not take into account adjustments to their carrying amount required by IAS 28
(i.e., adjustments to the carrying amount of long‑term interests arising from the allocation of losses of the investee or assessment
of impairment in accordance with IAS 28). The amendments apply retrospectively to annual reporting periods beginning on or
after 1st January 2019. Earlier application is permitted. Specific transition provisions apply depending on whether the first‑time
application of the amendments coincides with that of IFRS 9. The Directors of the Company do not anticipate that the application
of the amendments in the future will have an impact on the Group’s consolidated financial statements.
Annual Improvements to IFRSs 2015–2017 Cycle (Amendments to IFRS 3 Business Combinations, IFRS 11 Joint
Arrangements, IAS 12 Income Taxes and IAS 23 Borrowing Costs)
The Annual Improvements include amendments to four standards.
IAS 12 Income Taxes
The amendments clarify that an entity should recognise the income tax consequences of dividends in profit or loss, other
comprehensive income or equity according to where the entity originally recognised the transactions that generated the
distributable profits. This is the case irrespective of whether different tax rates apply to distributed and undistributed profits.
IAS 23 Borrowing Costs
The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use
or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on
general borrowings.
IFRS 3 Business Combinations
The amendments to IFRS 3 clarify that when an entity obtains control of a business that is a joint operation, the entity applies
the requirements for a business combination achieved in stages, including remeasuring its previously held interest (PHI) in the
joint operation at fair value. The PHI to be remeasured includes any unrecognised assets, liabilities and goodwill relating to the
joint operation.
IFRS 11 Joint Arrangements
The amendments to IFRS 11 clarify that when a party that participates in, but does not have joint control of, a joint operation
that is a business obtains joint control of such a joint operation, the entity does not remeasure its PHI in the joint operation.
All the amendments are effective for annual periods beginning on or after 1st January 2019 and generally require prospective
application. Earlier application is permitted.
The Directors of the Company do not anticipate that the application of the amendments in the future will have an impact on the
Group’s consolidated financial statements.
3. Application of new and revised International Financial Reporting Standards (IFRSs) continued
Amendments to IAS 19 Employee Benefits Plan – Amendment, Curtailment or Settlement
The amendments clarify that the past service cost (or of the gain or loss on settlement) is calculated by measuring the defined
benefit liability/(asset) using updated assumptions and comparing benefits offered and plan assets before and after the plan
amendment (or curtailment or settlement) but ignoring the effect of the asset ceiling (that may arise when the defined benefit
plan is in a surplus position). IAS 19 is now clear that the change in the effect of the asset ceiling that may result from the plan
amendment (or curtailment or settlement) is determined in a second step and is recognised in the normal manner in other
comprehensive income.
The paragraphs that relate to measuring the current service cost and the net interest on the net defined benefit liability/(asset)
have also been amended. An entity will now be required to use the updated assumptions from this remeasurement to determine
current service cost and net interest for the remainder of the reporting period after the change to the plan. In the case of the net
interest, the amendments make it clear that for the period post plan amendment, the net interest is calculated by multiplying the
net defined benefit liability/(asset) as remeasured under IAS 19.99 with the discount rate used in the remeasurement (also taking
into account the effect of contributions and benefit payments on the net defined benefit liability/(asset)).
The amendments are applied prospectively. They apply only to plan amendments, curtailments or settlements that occur on or
after the beginning of the annual period in which the amendments to IAS 19 are first applied.
The amendments to IAS 19 must be applied to annual periods beginning on or after 1st January 2019, but they can be applied
earlier if an entity elects to do so.
The Directors of the Company do not anticipate that the application of the amendments in the future will have an
impact on the Group’s consolidated financial statements.
IFRS 10 Consolidated Financial Statements and IAS 28 (amendments) Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture
The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor
and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a
subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the
equity method are recognised in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate
or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary
(that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in
the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.
The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted.
The Directors of the Company anticipate that the application of these amendments may have an impact on the Group's consolidated
financial statements in future periods should such transactions arise. The Directors of the Company do not anticipate that the
application of the amendments in the future will have an impact on the Group’s consolidated financial statements.
IFRIC 23 Uncertainty over Income Tax Treatments
IFRIC 23 sets out how to determine the accounting tax position when there is uncertainty over income tax treatments.
The interpretation requires an entity to:
• determine whether uncertain tax positions are assessed separately or as a group; and
• assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an
entity in its income tax filings:
• if yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be
used in its income tax filings; and
• if no, the entity should reflect the effect of uncertainty in determining its accounting tax position.
The interpretation is effective for annual periods beginning on or after 1st January 2019. Entities can apply the Interpretation
with either full retrospective application or modified retrospective application without restatement of comparatives retrospectively
or prospectively.
The Directors of the Company do not anticipate that the application of the amendments in the future will have an impact on the
Group’s consolidated financial statements.
5. Revenue (tonnes)
Group Company
2018 2017 2018 2017
’000 tonnes ’000 tonnes ’000 tonnes ’000 tonnes
Cement production and bagging capacity (for the year) 45,550 45,550 29,250 29,250
Cement production volume 22,798 21,224 14,280 12,828
Trade cement purchase 877 1,180 — —
Increase in stock of cement (140) (489) (102) (104)
Cement sales volume 23,535 21,915 14,178 12,724
Group Company
Year ended Year ended Year ended Year ended
31/12/2018 31/12/2017 31/12/2018 31/12/2017
₦’million ₦’million ₦’million ₦’million
Revenue (Naira)
Revenue from sales of cement 900,927 805,294 618,301 552,364
Revenue from sales of other products 286 288 — —
901,213 805,582 618,301 552,364
Revenue after adjusting intra-group sales as shown above are from external customers.
5.1. Information about major customers
Included in revenue arising from direct sales of cement of ₦900.9 billion (2017: ₦805.3 billion) is revenue of approximately
₦31.61 billion (2017: ₦35.7 billion) which arose from sales to the Group's largest customer.
6. Segment information
6.1 Products and services from which reportable segments derive their revenue
The Executive Management Committee is the Company’s Chief Operating Decision Maker. Management has determined
operating segments based on the information reported and reviewed by the Executive Management Committee for the purposes
of allocating resources and assessing performance. The Executive Management Committee reviews internal management
reports on at least a quarterly basis. These internal reports are prepared on the same basis as the accompanying consolidated
and separate financial statements.
Segment information is presented in respect of the Group’s reportable segments. For management purposes, the Group is
organised into business units by geographical areas in which the Company operates. The Company has two reportable
segments based on location of the principal operations as follows:
• Nigeria; and
• Pan Africa
6.2 Segment revenue and results
The following is an analysis of the Group's revenue, results, assets and liabilities by reportable segment. Performance is
measured based on segment sales revenue, earnings before interest, tax, depreciation and amortisation (EBITDA) and profit
from operating activities, as included in the internal management reports that are reviewed by the Executive Management
Committee. Segment revenue and operating profit are used to measure performance as management believes that such
information is the most relevant in evaluating results of certain segments relative to other entities that operate within the industry.
Revenues are attributed to individual countries based on the geographical location of external customers.
Royalty payable is charged based on volume of extraction made during the year.
8. Administrative expenses
Group Company
Year ended Year ended Year ended Year ended
31/12/2018 31/12/2017 31/12/2018 31/12/2017
₦’million ₦’million ₦’million ₦’million
(a) The management fee is charged by Dangote Industries Limited for management and corporate services provided to Dangote
Cement Plc. It is an apportionment of the parent company's shared services to all its significant subsidiaries.
(b) Auditors' remuneration is detailed in the table below:
Group Company
Year ended Year ended Year ended Year ended
31/12/2018 31/12/2017 31/12/2018 31/12/2017
₦’million ₦’million ₦’million ₦’million
* This was paid to the joint external auditors, Deloitte and Touche.
1–3,200,000 — — — —
3,200,001–8,750,000 1 — 1 —
8,750,001–20,000,000 2 — 2 —
Above 20,000,000 13 14 13 14
16 14 16 14
The average number of permanent employees employed during the year excluding Directors was as follows:
Management 592 489 362 338
Non-management 15,272 14,170 12,998 11,992
15,864 14,659 13,360 12,330
Finance income
Interest income 11,323 9,136 37,705 36,383
Others –foreign exchange gain — 26,790 41,673 34,903
11,323 35,926 79,378 71,286
Finance costs
Interest expenses 41,413 52,101 22,312 34,425
Less: amounts included in the cost of qualifying assets — — — —
41,413 52,101 22,312 34,425
Foreign exchange loss 8,112 — — —
Other finance costs 253 610 253 610
49,778 52,711 22,565 35,035
The average effective interest rate on funds borrowed generally is 11.14% and 11.28% per annum for Group and Company
respectively (2017: 13.26% per annum for Group and 13.07% per annum for Company). These are the rates used for the
capitalisation on qualifying assets.
Government grant includes ₦2.06 billion Export Expansion Grant (EEG) on export sales for 2014–2017 in both Group and Company.
Sundry income includes ₦3.4 billion for provisions reversed which are no longer necessary.
Profit for the year attributable to owners of the Company 388,983 198,585 481,456 254,630
Weighted average number of ordinary shares for the purposes
of basic and diluted earnings per share 17,041 17,041 17,041 17,041
Basic and diluted earnings per share (Naira) 22.83 11.65 28.25 14.94
Current tax
Current tax (10,468) (49,061) (8,981) (48,447)
Prior year over provision (refer to note 14.1.1) 53,869 — 53,869 —
43,401 (49,061) 44,888 (48,447)
Deferred tax
Deferred tax 46,118 (36,281) 44,345 (39,076)
Total income tax credit/(charge) recognised 89,519 (85,342) 89,233 (87,523)
The income tax rate of 30% was used for the Company tax computation as established by the tax legislation of Nigeria effective
in 2018 and 2017. The income tax rate in South Africa is 28% and 38.5% for Cameroon.
14.1.1
In prior years, we made a tax provision on profits earned from Ibese production lines 3 & 4 and Obajana production line 4 on
the basis that they were yet to obtain approval for tax exemptions under the Pioneer Status Incentive. Approval was obtained
in December 2018 and the provision was reversed.
14.2.1 Current tax receivables
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
* Other receivables represents tax credit from government for infrastructure development.
Group
Recognised Effect of
Opening in profit currency Closing
balance or loss translation balance
2018 ₦’million ₦’million ₦’million ₦’million
Recognised Effect of
Opening in profit currency Closing
balance or loss translation balance
2017 ₦’million ₦’million ₦’million ₦’million
Recognised
Opening in profit Closing
balance or loss balance
2017 ₦’million ₦’million ₦’million
Tax authorities in various jurisdictions where we operate reserve the right to audit the tax charges for the financial year ended
31st December 2018 and prior years. In cases where tax audits have been carried out and additional charges levied, we have
responded to the tax authorities challenging the technical merits and made a provision we consider appropriate in line with the
technical merits of issues raised by tax authorities.
Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been
recognised are attributable to the following:
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Year 1 1,788 — — —
Year 2 1,910 10,944 — —
Year 3 2,185 7,096 — —
Year 4 — — — —
Year 5 — — — —
After year 5 — — — —
No expiry date 32,779 4,448 — —
38,662 22,488 — —
Deferred tax liability amounting to ₦26.4 billion (2017: ₦22.7 billion) for both Group and Company was not recognised. This
relates to exchange on inter-company loans classified as part of the net investment in subsidiaries.
Cost
Balance at 1st January 2017 153,868 904,379 144,973 4,028 7,251 181,507 1,396,006
Additions 955 5,050 11,921 — 409 67,286 85,621
Reclassifications (note 15.1.1) 49,205 114,627 16,749 — 1,666 (182,247) —
Other reclassifications (note 15.1.2) — (347) (15,225) — — (8) (15,580)
Disposal (note 15.1.3) — (23) (2,173) — (272) — (2,468)
Write-off — — (238) — (22) — (260)
Effect of currency exchange differences 14,867 20,518 4,295 — 411 15,614 55,705
Balance at 31st December 2017 218,895 1,044,204 160,302 4,028 9,443 82,152 1,519,024
Additions 9,548 14,115 702 — 291 63,967 88,623
Reclassifications (note 15.1.1) 1,405 13,796 7,480 — 794 (23,475) —
Other reclassifications (note 15.1.2) (3,177) 1,186 (391) — — (3,883) (6,265)
Disposal (note 15.1.3) — (285) (271) — — (146) (702)
Effect of currency
exchange differences 2,688 (13,498) (302) — (103) 1,498 (9,717)
Balance at 31st December 2018 229,359 1,059,518 167,520 4,028 10,425 120,113 1,590,963
Accumulated depreciation
and impairment
Balance at 1st January 2017 15,978 158,327 62,246 1,117 2,627 — 240,295
Depreciation expense 7,437 47,721 26,793 403 1,023 — 83,377
Reclassifications 898 28 (926) — — — —
Other reclassifications (note 15.1.2) — — (12) — — — (12)
Disposal (note 15.1.3) — (17) (2,121) — (272) — (2,410)
Impairment (note 15.1.4) 1 62 (18) — (18) — 27
Effect of currency exchange differences 914 3,245 1,239 — 209 — 5,607
Balance at 31st December 2017 25,228 209,366 87,201 1,520 3,569 — 326,884
Depreciation expense 8,776 51,499 33,718 403 1,182 — 95,578
Other reclassifications (note 15.1.2) (202) — — — — — (202)
Disposal (note 15.1.3) — (9) (234) — — — (243)
Impairment (note 15.1.4) — 24 336 — — — 360
Effect of currency exchange differences 162 (3,111) (251) — (78) — (3,278)
Balance at 31st December 2018 33,964 257,769 120,770 1,923 4,673 — 419,099
Carrying amounts
At 31st December 2017 193,667 834,838 73,101 2,508 5,874 82,152 1,192,140
At 31st December 2018 195,395 801,749 46,750 2,105 5,752 120,113 1,171,864
Cost
Balance at 1st January 2017 47,595 548,521 83,015 4,028 2,080 68,502 753,741
Additions — 3,061 92 — 5 37,312 40,470
Reclassifications (note 15.2.1) 2,709 47,525 20,668 — 1,096 (71,998) —
Other reclassifications (note 15.2.2) — — (15,420) — — — (15,420)
Disposal (note 15.2.3) — (23) (2,173) — (272) — (2,468)
Write-off — — (197) — — — (197)
Balance at 31st December 2017 50,304 599,084 85,985 4,028 2,909 33,816 776,126
Additions 4 7,545 — — 87 34,509 42,145
Reclassifications (note 15.2.1) 1,122 13,720 6,544 — 505 (21,891) —
Other reclassifications (note 15.2.2) — (41) (391) — — (3,943) (4,375)
Disposal (note 15.2.3) — — (239) — — — (239)
Balance at 31st December 2018 51,430 620,308 91,899 4,028 3,501 42,491 813,657
Accumulated depreciation
and impairment
Balance at 1st January 2017 9,589 124,705 47,830 1,117 1,483 — 184,724
Depreciation expense 2,009 27,402 13,653 403 395 — 43,862
Other reclassifications (note 15.2.2) — — (12) — — — (12)
Disposal (note 15.2.3) — (17) (2,121) — (272) — (2,410)
Balance at 31st December 2017 11,598 152,090 59,350 1,520 1,606 — 226,164
Depreciation expense 2,028 28,588 20,230 403 544 — 51,793
Disposal (note 15.2.3) — — (234) — — — (234)
Balance at 31st December 2018 13,626 180,678 79,346 1,923 2,150 — 277,723
Carrying amounts
At 31st December 2017 38,706 446,994 26,635 2,508 1,303 33,816 549,962
At 31st December 2018 37,804 439,630 12,553 2,105 1,351 42,491 535,934
Cost
Balance at 1st January 2017 3,856 2,212 6,068
Additions 243 1,396 1,639
Reclassifications from property, plant and equipment (refer to note 15.1.2) 8 347 355
Effect of foreign currency differences 464 464 928
Balance at 31st December 2017 4,571 4,419 8,990
Additions 254 542 796
Effect of foreign currency differences (85) (616) (701)
Balance at 31st December 2018 4,740 4,345 9,085
Amortisation
Balance at 1st January 2017 1,859 64 1,923
Amortisation expense 495 67 562
Effect of foreign currency differences 134 16 150
Balance at 31st December 2017 2,488 147 2,635
Amortisation expense 519 106 625
Effect of foreign currency differences (114) (30) (144)
Balance at 31st December 2018 2,893 223 3,116
Carrying amounts
At 31st December 2017 2,083 4,272 6,355
At 31st December 2018 1,847 4,122 5,969
Intangible assets (computer software) represent software which have useful life of four years and amortized on a straight line
basis over these years.
There is no development expenditure capitalised as an internally generated intangible asset.
Cost
Balance at 1st January 2017 1,306 — 1,306
Additions 21 — 21
Balance at 31st December 2017 1,327 — 1,327
Additions 27 — 27
Balance at 31st December 2018 1,354 — 1,354
Amortisation
Balance at 1st January 2017 1,193 — 1,193
Amortisation expense 97 — 97
Balance at 31st December 2017 1,290 — 1,290
Amortisation expense 16 — 16
Balance at 31st December 2018 1,306 — 1,306
Carrying amounts
At 31st December 2017 37 — 37
At 31st December 2018 48 — 48
Dangote Cement South Africa (Pty) Limited Cement production South Africa 64.00% 64.00%
Dangote Industries (Ethiopia) Plc Cement production Ethiopia 99.97% 99.97%
Dangote Cement Zambia Limited Cement production Zambia 99.96% 75.00%
Dangote Cement Senegal S.A. Cement production Senegal 99.99% 99.99%
Dangote Cement Cameroon S.A. Cement grinding Cameroon 99.97% 99.97%
Dangote Mines Limited, Tanzania Cement production Tanzania 99.70% 99.70%
Dangote Cement Congo S.A Cement production Congo 100.00% 100.00%
Dangote Cement (Sierra Leone) Limited Bagging and distribution of cement Sierra Leone 99.60% 99.60%
Dangote Cement Côte d'Ivoire S.A. Cement grinding Côte d'Ivoire 80.00% 80.00%
Dangote Industries Gabon S.A. Cement grinding Gabon 80.00% 80.00%
Dangote Cement Ghana Limited Bagging and distribution of cement Ghana 100.00% 100.00%
Dangote Cement – Liberia Ltd. Bagging and distribution of cement Liberia 100.00% 100.00%
Dangote Cement Burkina Faso S.A. Selling and distribution of cement Burkina Faso 95.00% 95.00%
Dangote Cement Chad S.A. Selling and distribution of cement Chad 95.00% 95.00%
Dangote Cement Mali S.A. Selling and distribution of cement Mali 95.00% 95.00%
Dangote Cement Niger SARL Selling and distribution of cement Niger 95.00% 95.00%
Dangote Industries Benin S.A. Selling and distribution of cement Benin 98.00% 98.00%
Dangote Cement Togo S.A. Selling and distribution of cement Togo 90.00% 90.00%
Dangote Cement Kenya Limited Cement production Kenya 90.00% 90.00%
Dangote Quarries Kenya Limited Limestone mining Kenya 90.00% 90.00%
Dangote Cement Madagascar Limited Cement production Madagascar 95.00% 95.00%
Dangote Quarries Mozambique Limitada Cement production Mozambique 95.00% 95.00%
Dangote Cement Nepal Pvt. Limited Cement production Nepal 100.00% 100.00%
Dangote Zimbabwe Holdings (Private) Limited Investment holding Zimbabwe 90.00% 90.00%
Dangote Cement Zimbabwe (Private) Limited Cement production Zimbabwe 90.00% 90.00%
Dangote Energy Zimbabwe (Private) Limited Power production Zimbabwe 90.00% 90.00%
Dangote Mining Zimbabwe (Private) Limited Coal production Zimbabwe 90.00% 90.00%
Dangote Cement Guinea S.A. Cement production Guinea 95.00% 95.00%
Cimenterie Obajana Sprl- D.R. Congo Cement production D.R. Congo 98.00% 98.00%
Itori Cement Plc. Cement production Nigeria 99.00% 99.00%
Okpella Cement Plc. Cement production Nigeria 99.00% 99.00%
Dangote Takoradi Cement Production Limited Cement grinding Ghana 99.00% 99.00%
Dangote Cement Yaounde Cement grinding Cameroon 90.00% 90.00%
Dangote Cement Congo D.R. S.A. Cement production D.R. Congo 99.00% 99.00%
DCP Cement Limited Cement production Nigeria 90.00% —
Dangote Cement Limited, Tanzania Cement production Tanzania 99.70% —
Dangote Contracting Services Limited, Contracting services Tanzania 99.70% —
Tanzania
Indirect subsidiaries
Dangote Cement South Africa (Pty) Limited subsidiaries
Sephaku Development (Pty) Ltd Mining right holder South Africa 100.00% 100.00%
Sephaku Delmas Properties (Pty) Ltd Investment property South Africa 100.00% 100.00%
Blue Waves Properties 198 (Pty) Ltd Exploration South Africa 100.00% 100.00%
Sephaku Limestone and Exploration (Pty) Ltd Exploration South Africa 80.00% 80.00%
Sephaku Enterprise Development (Pty) Ltd Cement production South Africa 100.00% 100.00%
Portion 11 Klein Westerford Properties (Pty) Ltd Investment property South Africa 100.00% 100.00%
Dangote Cement Zambia Limited subsidiary
Dangote Quarries (Zambia) Limited Limestone mining Zambia 49.90% 49.90%
Dangote Fuels Zambia Limited Selling and distribution of fuels Zambia 99.00% —
Dangote Cement Nepal Pvt. Limited subsidiary
Birat Cement Pvt. Limited Cement production and distribution Nepal 100.00% 100.00%
During the year, Zambia issued additional shares, all of which were issued to Dangote Cement Plc, resulting in the dilution of
non‑controlling interest to 0.04%. Also, Dangote Cement Tanzania changed its name to Dangote Mines Limited, Tanzania.
Sephaku Cement (Pty) Limited South Africa 36.00% 36.00% 1,202 604 12,210 14,280
17.6
Summarised below is the financial information in respect of the Group’s subsidiaries that have material non-controlling interests.
Information below represents amounts before intra-group eliminations.
Dangote Cement
South Africa (Pty) Limited
2018 2017
₦’million ₦’million
18. Prepayments
18.1 Prepayments for property, plant and equipment
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Non-current
Advance to contractors 33,408 16,101 — 1,600
Operating lease 2,975 — — —
Total non-current prepayments 36,383 16,101 — 1,600
Non-current advances to contractors represent various advances made to contractors for the construction of plants while
current advances to contractors represent various advances made for the purchase of LPFO, AGO, coal and other materials
which were not received at the year end.
19. Inventories
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
The cost of inventories recognised as an expense during the year was ₦275.89 billion and ₦120.70 billion (2017: ₦250.50 billion
and ₦104.54 billion) in the consolidated and separate financial statements respectively.
The amount recognised as obsolescence during the year was ₦35.6 million (2017: ₦133.4 million) for Group.
Trade receivables
The average credit period on sales of goods for both the Group and Company is as shown below.
Of the trade receivables balance at the end of the year in the consolidated and separate financial statements respectively,
₦666.8 million (2017: ₦537 million) and ₦1.13 billion (2017: ₦6.0 billion) are due from the Group’s and Company's largest
trade debtor respectively. There are no other customers which represent more than 10% of the total balance of trade
receivables of the Group after impairment.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit
losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an
analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions
of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at
the reporting date. The Group has recognised a loss allowance of 100% against all receivables over 720 days past due, except
where there is adequate security, because historical experience has indicated that these receivables are generally not recoverable.
There has been no change in the estimation techniques or significant assumptions made during the current reporting year.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and
there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy
proceedings, or when the trade receivables are over two years past due, except where there is adequate security. None of the
trade receivables that have been written off are subject to enforcement activities.
Trade receivables are considered to be past due when they exceed the credit period granted.
The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical
credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss
allowance based on past due status is not further distinguished between the Group’s different customer base.
Group
Not past due <30 31–60 61–90 >90 Total
31/12/18 ₦'million ₦'million ₦'million ₦'million ₦'million ₦'million
Leasing arrangements
The Group entered into finance lease arrangement for some of its trucks. All leases are denominated in Naira. The average term
of finance leases entered into is 4.17 years.
Amounts receivable under finance leases:
Group/Company
Minimum Present value of minimum
lease payments lease payment
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Unguaranteed residual values of assets leased under finance leases at the end of the reporting year are estimated at nil.
The average effective interest rate implicit in the contracts is 14% (2017: 14%) per annum.
The Directors of the Company estimate the loss allowance on finance lease receivables at the end of the reporting year at an
amount equal to lifetime ECL. Taking into account the historical default experience and the future prospects of the industries
in which the lessees operate, together with the value of collateral held over these finance lease receivables, the Directors of
the Company consider that no finance lease receivables are impaired.
The table below shows the aged analysis of the finance lease receivables:
Group/Company
Not past due <30 31–60 61–90 >90 Total
31/12/18 ₦'million ₦'million ₦'million ₦'million ₦'million ₦'million
22.2
Authorised share capital as at reporting dates represents 20,000,000,000 units of ordinary shares of ₦0.5 each.
Fully paid ordinary shares carry one vote per fully paid up share and a right to dividends when declared and approved.
22.3 Currency translation reserve
Exchange difference relating to the translation of the results and net investments of the Group’s foreign operations from their
functional currencies to the Group’s presentation currency (i.e. currency units) are recognised directly in other comprehensive
income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign
currency translation reserve are reclassified to profit or loss on the disposal of foreign operations.
22.4 Capital contribution
A subordinated loan was obtained by the Company from the immediate parent, Dangote Industries Limited, in 2010. The interest
on the long-term portion was waived for 2011. Given the favourable terms at which the Company secured the loan, an amount of
₦2.8 billion, which is the difference between the fair value of the loan on initial recognition and the amount received, has been
accounted for as a capital contribution.
23. Dividend
On 20th June 2018, a dividend of ₦10.50 per share (total dividend ₦178.9 billion) was approved by shareholders to be paid to
holders of fully paid ordinary shares in relation to 2017 financial year.
In respect of the current year, the Directors proposed a dividend of ₦16.00 per share. This dividend is subject to approval
by shareholders at the Annual General Meeting and has not been included as a liability in these consolidated and separate
financial statements.
The average credit period on purchases of goods is 82 days (2017: 82 days). Normally, no interest is charged on trade payables.
The Group has financial risk management policies in place to ensure that all payables are paid in line with the pre-agreed credit terms.
(a) A subordinated loan of ₦55.4 billion was obtained by the Company from Dangote Industries Limited in 2010. ₦30 billion was
long-term and the remaining balance was short term and is repayable on demand. The long-term loan is unsecured, with interest
at 10% per annum and is repayable in three years after a moratorium period ending 31st March 2017. The interest on the
long term portion was waived for 2011. Given the favourable terms at which the Company secured the loan, an amount of
₦2.8 billion which is the difference between the fair value of the loan on initial recognition and the amount received, has been
accounted for as a capital contribution. This loan was repaid during the year.
(b) In 2011 and 2012, the Bank of Industry through Guaranty Trust Bank Plc and Access Bank Plc granted the Company the
sum of ₦24.5 billion long-term loan repayable over ten years at an all-in annual interest rate of 7% for part financing or
refinancing the construction cost of the power plants at the Company’s factories under the Power and Aviation Intervention
Fund. The loan has a moratorium of twelve months. Given the concessional terms at which the Company secured the loan, it
is considered to have an element of government grant. Using prevailing market interest rates for an equivalent loan of 12.5%,
the fair value of the loan is estimated at ₦20.7 billion. The difference of ₦3.8 billion between the gross proceeds and the fair
value of the loan is the benefit derived from the low interest loan and is recognised as deferred revenue. The facility is secured
by a debenture on all fixed and floating assets of the Company to be shared pari passu with existing lenders.
(c) Commercial paper with a face value of ₦50 billion and nominal discount rate of 12.40% – 12.65% was issued in June 2018.
Another tranche of ₦50 billion with similar nominal discount was issued in August 2018.
Group
Financing Exchange
01/01/17 cash flows gains/(losses) Others 31/12/17
₦’million ₦’million ₦’million ₦’million ₦’million
Deferred revenue arising from government grant (refer to (a) below) 741 1,147 355 629
741 1,147 355 629
a) The deferred revenue mainly arises as a result of the benefit received from government loans received in 2011 and 2012
(see note 25 (b)). The revenue was recorded in other income line.
Movement in deferred revenue
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Current portion of deferred revenue (note 26.1) 225 308 199 274
Related-party transactions
Parent company — 8,133 — 8,133
Entities controlled by the parent company 17,644 12,741 10,529 9,346
Affiliates and associates of parent company 17,316 19,889 14,219 15,083
Payables to subsidiaries — — 12,889 18,406
Total of related-party transactions 34,960 40,763 37,637 50,968
Other current liabilities 35,185 41,071 37,836 51,242
Group
2018 2017
Restoration Others Total Restoration Others Total
₦’million ₦’million ₦’million ₦’million ₦’million ₦’million
The Group’s obligations are to settle environmental restoration and dismantling/decommissioning cost of property, plant and
equipment when the Group has a legal or constructive obligation to do so. The expenditure is expected to be utilised at the end
of the useful lives for the mines which is currently estimated to be between the years 2025 and 2035.
Provisions for staff pensions have been made in the financial statements in accordance with the relevant pension rules applicable
in the country. The accrual at 31st December 2018 amounted to ₦461 million (2017: ₦266 million) for the Group.
Outstanding staff pension deductions that have not been remitted as at year end have been accrued accordingly. The employees
of the Group are members of a state-arranged pension scheme which is managed by several private sector service providers. The
Group is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The
only obligation of the Group with respect to the defined contribution plan is to make the specified contributions.
The total expense recognised in profit or loss of ₦2.12 billion (2017: ₦2.71 billion) represents contributions payable to these plans
by the Group at rates specified in the rules of the plans.
The Finance committee reviews the capital structure of the Group on a quarterly basis. As part of this review, the Committee
considers the cost of capital and the risks associated with each class of capital. The Group endeavours to maintain an optimum
mix of net debt to equity ratio which provides benefits of trading on equity without exposing the Group to any undue long-term
liquidity risk. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.
To maintain the capital or adjust the capital structure, the Group may adjust the dividend payment to shareholders, issue new
and/or bonus shares, or raise debts in favourable market conditions.
The net debt to equity ratio as at 31st December 2018 is 17% (2017: 26%).
29.1.1 Debt to equity ratio
The debt to equity ratio at the end of the reporting period was as follows:
Group Company
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Assets
Property, plant and equipment — — — 1,171,864 1,171,864
Intangible assets — — — 5,969 5,969
Investment in associate — — — 4,312 4,312
Finance lease receivables 8,855 — 8,855 — 8,855
Deferred tax asset — — — 40,622 40,622
Prepayments for property, plant and equipment — — — 36,383 36,383
Inventories — — — 106,998 106,998
Trade and other receivables 44,468 — 44,468 — 44,468
Prepayments and other current assets 66,013 — 66,013 35,870 101,883
Current income tax receivables — — — 6,213 6,213
Cash and bank balances 166,896 — 166,896 — 166,896
Total financial assets 286,232 — 286,232 1,408,231 1,694,463
Liabilities
Trade and other payables 195,145 — 195,145 35,825 230,970
Current income tax payable — — — 9,223 9,223
Financial liabilities 345,853 — 345,853 — 345,853
Other current liabilities 34,960 — 34,960 225 35,185
Deferred tax liabilities — — — 83,350 83,350
Long-term provisions and other charges — — — 2,753 2,753
Deferred revenue — — — 516 516
Total financial liabilities 575,958 — 575,958 131,892 707,850
Assets
Property, plant and equipment — — — 1,192,140 1,192,140
Intangible assets — — — 6,355 6,355
Investment in associate — — — 3,749 3,749
Finance lease receivables 8,222 — 8,222 — 8,222
Deferred tax asset — — — 30,625 30,625
Prepayments for property, plant and equipment — — — 16,101 16,101
Inventories — — — 94,594 94,594
Trade and other receivables 30,155 — 30,155 — 30,155
Prepayments and other current assets 75,743 — 75,743 39,753 115,496
Current income tax receivables — — — 59 59
Cash and bank balances 168,387 — 168,387 — 168,387
Total financial assets 282,507 — 282,507 1,383,376 1,665,883
Liabilities
Trade and other payables 231,298 — 231,298 39,423 270,721
Current income tax payable — — — 63,901 63,901
Financial liabilities 387,677 — 387,677 — 387,677
Other current liabilities 40,763 — 40,763 308 41,071
Deferred tax liabilities — — — 116,898 116,898
Long-term provisions and other charges — — — 3,416 3,416
Deferred revenue — — — 839 839
Total financial liabilities 659,738 — 659,738 224,785 884,523
Assets
Property, plant and equipment — — — 535,934 535,934
Intangible assets — — — 48 48
Investments in subsidiaries — — — 162,071 162,071
Investment in associate — — — 1,582 1,582
Finance lease receivables 8,855 — 8,855 — 8,855
Deferred tax asset — — — 14,561 14,561
Other receivables 560,277 — 560,277 — 560,277
Inventories — — — 59,820 59,820
Trade and other receivables 11,046 — 11,046 — 11,046
Prepayments and other current assets 230,324 — 230,324 22,265 252,589
Current income tax receivables — — — 6,211 6,211
Cash and bank balances 108,980 — 108,980 — 108,980
Total financial assets 919,482 — 919,482 802,492 1,721,974
Liabilities
Trade and other payables 73,315 — 73,315 19,564 92,879
Current income tax payable — — — 8,608 8,608
Financial liabilities 207,604 — 207,604 — 207,604
Other current liabilities 37,637 — 37,637 199 37,836
Deferred tax liabilities — — — 80,033 80,033
Long-term provisions and other charges — — — 1,310 1,310
Deferred revenue — — — 156 156
Total financial liabilities 318,556 — 318,556 109,870 428,426
Assets
Property, plant and equipment — — — 549,962 549,962
Intangible assets — — — 37 37
Investments in subsidiaries — — — 161,957 161,957
Investment in associate — — — 1,582 1,582
Finance lease receivables 8,222 — 8,222 — 8,222
Deferred tax asset — — — 6,674 6,674
Prepayments for property, plant and equipment — — — 1,600 1,600
Other receivables 455,792 — 455,792 — 455,792
Inventories — — — 62,259 62,259
Trade and other receivables 12,340 — 12,340 — 12,340
Prepayments and other current assets 230,103 — 230,103 18,091 248,194
Cash and bank balances 102,468 — 102,468 — 102,468
Total financial assets 808,925 — 808,925 802,162 1,611,087
Liabilities
Trade and other payables 124,154 — 124,154 18,583 142,737
Current income tax payable — — — 63,787 63,787
Financial liabilities 243,385 — 243,385 — 243,385
Other current liabilities 50,968 — 50,968 274 51,242
Deferred tax liabilities — — — 116,491 116,491
Long-term provisions and other charges — — — 2,073 2,073
Deferred revenue — — — 355 355
Total financial liabilities 418,507 — 418,507 201,563 620,070
Effect on profit or loss/equity for a 15% (2017: 15%) appreciation 24,606 18,597 (55,206) (43,253)
Effect on profit or loss/equity for a 15% (2017: 15%) depreciation (24,606) (18,597) 55,206 43,253
This is mainly attributable to the exposure outstanding on US Dollar receivables and payables at the end of the reporting period.
29.6 Credit risk management
Credit risk refers to the risk that counterparties will default on their contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties.
The Group's and Company’s business is predominantly on a cash basis. Revolving credits granted to major distributors and very
large corporate customers approximate about ₦5 billion and these are payable within 30 days. Stringent credit control is
exercised over the granting of credit; this is done through the review and approval by executive management based on the
recommendation of the independent credit control group.
Credits to major distributors are covered by bank guarantee with an average credit period of no more than 15 days.
For very large corporate customers, clean credits are granted based on previous business relationships and positive
creditworthiness which is performed on an ongoing basis. These credits are usually payable at no more than 30 days.
The Group and the Company do not have significant credit risk exposure to any single counterparty or any group of counterparties
having similar characteristics. The Group defines counterparties as related entities with similar characteristics. There is no material
single obligor exposure to report.
Trade receivables consist of a large number of customers, spread across diverse geographical areas. Ongoing credit evaluation
is performed on the financial condition of accounts receivable.
The credit risk on liquid funds’ financial instruments is limited because the counterparties are banks with high credit ratings
assigned by credit-rating agencies.
(i) All bank balances are assessed to have low credit risk at each reporting date as they are held with reputable banking institutions
with good credit ratings by rating agencies.
(ii) For finance leases and trade receivables, the simplified approach to measure the loss allowance at lifetime ECL has been applied.
Annual Report 2018 Dangote Cement Plc 191
Financial statements
Company
<1 month 1– 3 months 3 months–1 year >1 year
₦’million ₦’million ₦’million ₦’million
Effect on profit or loss/equity for a 1% (2017: 1%) increase in rate (978) (349) 2,224 1,902
Effect on profit or loss/equity for a 1% (2017: 1%) decrease in rate 978 349 (2,224) (1,902)
Parent company — — — —
Entities controlled by the parent company 19,990 9,288 90,709 66,438
Affiliates and associates of the parent company 462 — 58,599 61,438
During the year, the Company entered into the following trading transactions with related parties:
Sale of goods Purchases of goods
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Parent company — — — —
Entities controlled by the parent company 19,036 6,669 85,865 62,678
Affiliates and associates of the parent company — — 4,242 11,528
In addition to sales and purchases of goods, the Company charged interest amounting to ₦29.9 billion (2017: ₦29.4 billion) on
loans granted to subsidiaries. This interest is eliminated on consolidation.
Also during the year, the parent company charged the Group a total interest of ₦12.5 billion (2017: ₦22.3 billion), being the cost
of borrowing to finance capital projects and other operational expenses.
Balances at year end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any
related-party receivables.
Current
Parent company 524 — — 8,133
Entities controlled by the parent company 65,481 75,733 17,644 12,741
Affiliates and associates of the parent company — — 17,316 19,889
66,005 75,733 34,960 40,763
Company
Amounts owed by Amounts owed to
related parties related parties
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Non-current
Entities controlled by the Company 560,277 455,792 — —
The above balances represent expenditures on projects in African countries. These are not likely to be repaid within the next
twelve months and have been classified under non-current assets.
Company
Amounts owed by Amounts owed to
related parties related parties
31/12/18 31/12/17 31/12/18 31/12/17
₦’million ₦’million ₦’million ₦’million
Current
Parent company 524 — — 8,133
Entities controlled by the parent company 61,627 72,706 10,529 9,346
Affiliates and associates of the parent company — — 14,219 15,083
Subsidiaries of the Company 168,173 157,397 12,889 18,406
230,324 230,103 37,637 50,968
Affiliates and associates of the parent company 17,765 16,159 1,184 1,093
Entities controlled by the parent company 42,776 39,262 42,776 39,262
Loans from the parent company 56,956 159,595 56,956 159,595
Cash and cash equivalents includes restricted cash of ₦22.03billion (2017: ₦46.6 billion ) on letters of credit for the acquisition
of inventories and property, plant and equipment.
Commitments for the acquisition of property, plant and equipment 96,156 105,599 47,001 12,248
Assets/liabilities
Property, plant and equipment 1,171,864 1,192,140 1,155,711 917,212 747,794
Intangible assets 5,969 6,355 4,145 2,610 3,699
Investments 4,312 3,749 1,582 1,582 —
Prepayments for property, plant and equipment 36,383 16,101 13,196 9,094 79,491
Finance lease receivables 6,475 6,614 — — —
Net current liabilities (66,668) (110,177) (222,629) (36,932) (95,846)
Deferred taxation assets/(liabilities) (42,728) (86,273) (51,856) (35,876) (3,840)
Long-term debts (125,725) (242,894) (152,475) (208,329) (131,942)
Long-term payables — — (17,730) (24,442) —
Staff gratuity — — — (3,992) (2,070)
Other non-current liabilities (3,269) (4,255) (4,416) (4,258) (5,401)
Net assets 986,613 781,360 725,528 616,669 591,885
Capital and reserves
Share capital 8,520 8,520 8,520 8,520 8,520
Share premium 42,430 42,430 42,430 42,430 42,430
Capital contribution 2,877 2,877 2,877 2,877 2,877
Employee benefit reserve — — — (1,007) (16)
Currency translation reserve 72,605 75,441 78,964 (22,366) (3,837)
Revenue reserve 848,695 639,462 605,662 592,450 537,750
Non-controlling interest 11,486 12,630 (12,925) (6,235) 4,161
986,613 781,360 725,528 616,669 591,885
Turnover, profit or loss account
Turnover 901,213 805,582 615,103 491,725 391,639
Profit before taxation 300,806 289,590 180,929 188,294 184,689
Taxation 89,519 (85,342) (38,071) (35,022) (25,188)
Profit after taxation 390,325 204,248 142,858 153,272 159,501
Per share data (Naira):
Earnings (basic and diluted) 22.83 11.65 8.78 9.21 9.42
Net assets 57.90 45.85 42.58 36.19 34.73
Earnings per share are based on profit after taxation and the weighted average number of issued and fully paid ordinary shares
at the end of each financial year.
Net assets per share are based on net assets and the weighted average number of issued and fully paid ordinary shares at the
end of each financial year.
Assets/(liabilities)
Property, plant and equipment 535,934 549,962 569,017 577,017 526,722
Intangible assets 48 37 113 385 682
Investments 163,653 163,539 80,255 27,657 26,075
Receivables from subsidiaries 715,561 594,783 601,871 383,845 273,229
Prepayments for property, plant and equipment — 1,600 — — 1,773
Finance lease receivables 6,475 6,614 — — —
Net current liabilities 983 (56,078) (210,171) (30,214) (87,944)
Deferred taxation liabilities (65,472) (109,817) (70,741) (36,981) (6,096)
Long-term debts (62,168) (157,195) (86,182) (181,384) (95,435)
Long-term payables — — — (24,442) —
Staff gratuity — — — (3,992) (2,070)
Other non-current liabilities (1,466) (2,428) (2,931) (1,594) (1,685)
Net assets 1,293,548 991,017 881,231 710,297 635,251
Capital and reserves
Share capital 8,520 8,520 8,520 8,520 8,520
Share premium 42,430 42,430 42,430 42,430 42,430
Capital contribution 2,828 2,828 2,828 2,828 2,828
Employee benefit reserve — — — (1,007) (16)
Revenue reserve 1,239,770 937,239 827,453 657,526 581,489
1,293,548 991,017 881,231 710,297 635,251
Turnover, profit or loss account
Turnover 618,301 552,364 426,129 389,215 371,534
Profit before taxation 392,223 342,153 355,016 212,416 209,119
Taxation 89,233 (87,523) (48,765) (34,136) (26,596)
Profit after taxation 481,456 254,630 306,251 178,280 182,523
Per share data (Naira):
Earnings (basic and diluted) 28.25 14.94 17.97 10.46 10.71
Net assets 75.91 58.16 51.71 41.68 37.28
Earnings per share are based on profit after taxation and the weighted average number of issued and fully paid ordinary shares
at the end of each financial year.
Net assets per share are based on net assets and the weighted average number of issued and fully paid ordinary shares at the
end of each financial year.
Group Company
2018 2017 2018 2017
₦’million % ₦’million % ₦’million % ₦’million %
Value added represents the additional wealth which the Group and Company have been able to create by their own and their
employees' efforts. The statement shows the allocation of that wealth to employees, government and providers of finance, and that
retained for future creation of more wealth.
Related-party transactions
AG Dangote Construction Limited The entity buys cement from Dangote Cement and is controlled by Dangote
Industries Limited (DIL).
Amaras Nigeria Limited The entity buys cement from Dangote Cement and is guaranteed by Sani Dangote,
Director of Dangote Cement.
Bulk Commodities International Inc. The entity, controlled by DIL, procures gypsum, coal, clinker, bulk cement
/Bulk Commodities International and spare parts for Dangote Cement.
Dubai
DANCOM Technologies Limited The entity, which is controlled by DIL, provides internet services, and IT support to
Dangote Cement.
Dangote AD Star Limited Dangote Cement purchases LPFO in bulk and on behalf of some subsidiaries/
affiliates of DIL, including this entity. Dangote Cement is reimbursed for expenses
incurred on behalf of this entity.
Dangote Agro Sacks Limited Dangote Agro Sacks produces bags for Dangote Cement and also purchased
cement from the Company during the year. Dangote Cement also shares one of its
power plants with this entity.
Dangote Coal Limited Dangote Cement buys coal from this entity, which is controlled by Dangote
Industries Limited.
Dangote Fertilizer Limited Dangote Cement purchases LPFO and AGO in bulk and on behalf of some
subsidiaries/affiliates of DIL, including DFL. Dangote Cement is reimbursed
for expenses incurred on its behalf.
Dangote Flour Mills Plc Dangote Cement purchases AGO in bulk and on behalf of this entity. Dangote Cement
also purchases trucks on behalf of this entity for which it is reimbursed.
Dangote Global Services This entity, controlled by DIL, assists Dangote Cement in importing parts.
Dangote Industries Limited Dangote Industries Limited is the major shareholder of Dangote Cement.
It provides short-term financing and manages Dangote Cement expatriates’
salaries and receives management fees for its services.
Dangote Noodles Limited Dangote Cement purchases AGO in bulk and on behalf of some subsidiaries and
affiliates of DIL, including this entity. Dangote Cement is reimbursed for expenses
incurred on behalf of this entity.
Dangote Oil & Gas This entity, which is controlled by DIL, imports AGO and LPFO on behalf
of Dangote Cement.
Dangote Oil Refinery Dangote Cement is reimbursed for expenses incurred on behalf of this entity,
which is an affiliate of Dangote Industries Limited.
Dangote Pasta Limited Dangote Cement purchases LPFO in bulk and on behalf of some subsidiaries/
affiliates of DIL, including this entity. Dangote Cement is reimbursed for expenses
incurred on behalf of this entity.
Dangote Sugar Refinery Plc. Dangote Cement purchases LPFO in bulk and on behalf of some subsidiaries/
affiliates of DIL, including DSR Plc. Dangote Cement is reimbursed for expenses
incurred on behalf of DSR.
DANSA Foods Limited Dangote Cement purchased products from this entity for sales promotion.
The entity is related to Sani Dangote, a Director of Dangote Cement.
Ecobank The bank provides loans and other banking services to Dangote Cement.
Emmanuel Ikazoboh, a Non-Executive Director of Dangote Cement, is the
Chairman of Ecobank.
Fidelity Bank The bank provides loans and other banking services to Dangote Cement. Ernest Ebi, a
Non-Executive Director of Dangote Cement, is also the Chairman of Fidelity Bank.
Greenview Development This entity, which is controlled by DIL, assists Dangote Cement with procurement,
Nigeria Limited clearing of bulk materials, imported goods and spares.
Greenview International Corporation This entity manages the Dangote. It is controlled by Dangote Industries Limited.
Integrated Steel Limited Dangote Cement purchases AGO in bulk and on behalf of some subsidiaries/
affiliates of DIL, including this entity. Dangote Cement is repaid for expenses
incurred on its behalf.
Kura Holdings This company, which is an affiliate of Dangote Industries Limited, provides travel
agency services to Dangote Cement.
MHF Properties This company, which is an affiliate of Dangote Industries, provides accommodation
and property services to Dangote Cement.
NASCON Allied Industries Dangote Cement purchases AGO in bulk and on behalf of some subsidiaries/affiliates
of DIL, including this entity. In addition, Dangote Cement purchases trucks and
earthen salt on behalf of this entity for which it is reimbursed.
Savannah Sugar Dangote Cement is reimbursed for payments for duties on equipment and terminal
charges on behalf of this entity. The entity is controlled by Dangote Sugar.
SIAO The entity provides accounting and professional services to Dangote Cement. The entity
is related to Robert Odiachi, who is the Chairman of the Statutory Audit Committee.
Board policies
Board Development This policy seeks to institutionalise training and continuous development of the Directors of Dangote Cement.
Policy
Board Evaluation This policy provides a systematic and ongoing method of assisting Board members in the assessment of the
Policy Board’s scope of operation, responsibilities and effectiveness.
Board Remuneration This policy reflects the Group’s desire to sustain long-term value creation for shareholders and aims to attract
Policy and retain people with integrity, ability, skill and experience to deliver the Group’s strategy.
Communication This establishes guidelines for communication of general and price-sensitive information about the Company to
Governance Policy the investors, the media, the public and other stakeholders in line with any regulatory requirements that may
apply to such communication.
Conflict of Interest/ This provides a framework to identify, disclose and manage actual and perceived conflicts of interest.
Related Party
Transaction Policy
Directors’ Code of The Board has adopted a Code of Conduct Policy for Directors.
Conduct Policy This sets out the standards that each Director is expected to adhere to while conducting his/her fiduciary duties.
This Code is intended to focus the Board and each Director on areas of ethical risk, provide guidance to
Directors to help them recognise and deal with ethical issues, provide mechanisms to report unethical conduct
and help foster a culture of honesty and accountability on the Board.
Directors are expected to adhere to this Code while conducting their fiduciary duties. During the year, all
Directors attested to their compliance with the provisions of this Code.
Insider Trading Policy Dangote Cement is guided by a strong commitment to maintain the integrity of its business dealings. The Board
has established an Insider Trading Policy designed to prohibit the purchase and sale of Dangote Cement shares or
securities on the basis of potentially price-sensitive information that is not yet in the public domain. This is in line
with Section 315 of the Investment and Securities Act (ISA) 2007 and the SEC Rules and Regulations.
The Insider Trading Policy provides Directors, Officers and employees of Dangote Cement with guidelines regarding
trading in shares or securities of the Company. The Company issues a “close period” notification to all relevant staff,
Directors and entities at least two weeks prior to the anticipated date of a Board meeting where non-public
information or other information capable of impacting the shares or securities of the Company is to be discussed.
This close period lapses 24 hours after the information is made public in line with the Nigerian Stock Exchange
(NSE) rules.
Having enquired, I can confirm that all our Directors complied with the Insider Trading Policy during all the close
periods throughout the year 2018.
Board Reporting This provides guidance on information to be provided by Senior Management to the Board and Board
Framework Committees, to aid the discharging of their roles and responsibilities in line with their respective charters and
leading practices, throughout the course of the year.
Whistle Blowing Policy At Dangote Cement, we continually strive to create a work environment where employees, contract workers,
vendors, service providers, customers and other stakeholders have the opportunity to make confidential disclosures
on misconduct, irregularities or malpractice, without fear of harassment and/or victimisation and with the
assurance that their concerns will be taken seriously and investigated, and appropriate action will be taken.
In line with Section 32 of the SEC Code and international best practice in corporate governance, the Board has
established a Whistle Blowing Policy to enable staff, in confidence, to raise concerns about possible improprieties in
financial and other matters and to do so without fear of reprisal, provided that such concerns are raised in good faith.
Employees and other stakeholders are encouraged to report incidents of misconduct in a confidential and
anonymous manner through the internal reporting channels (i.e. Line Manager, Head of Department and Group
CEO) and/or the outsourced KPMG Ethics Line.
The Board subscribes to the KPMG Ethics Line to strengthen confidence in our Whistle Blowing Policy.
The KPMG Ethics Line contact details are: 0703 000 0026, 0703 000 0027, 0808 822 8888, 0708 060 1222,
0809 993 6366, or email: [email protected].
The Board has delegated oversight over whistle blowing to the Audit, Compliance and Risk Management Committee.
All matters reported are investigated and reported to the Committee including the actions taken.
Statistics on the volume and general nature of all disclosures made are periodically reported to the Committee, which
has the power to request further information, conduct its own inquiries or order additional action as it sees fit.
Dangote Safety This describes mandatory safety rules and regulations applicable to all staff, contractors and visitors.
Golden Rule
Group HSSE Incident This describes the arrangement and requirements for reporting, classification, escalation and investigation of
Reporting and health, safety, security and environment (HSSE) incidents across Dangote Group.
Investigation Standard
Group HSSE Performance This ensures that Dangote Cement keeps track of, and regularly reports on, the performance of its HSSE KPIs in
Reporting Standard order to support the decision-making process of the business.
Group HSSE Risk These ensure that occupational HSSE-related risks and opportunities are managed in an effective manner, and
Management Standards that the Group adopts a rigorous risk analysis process to make informed and productive decisions.
Annual Report 2018 Dangote Cement Plc 203
Supplementary information
Overview
At Dangote Cement, we aspire to maintain high standards of corporate governance, both at Board level and throughout the
Group. Increasingly, good governance includes the consideration of our impacts on society and the environment and whether
we are operating in a sustainable way.
We aim to comply with, and exceed where practicable, all applicable legislation, regulations and codes of practice as they relate
to sustainable operations. We will integrate sustainability considerations into all our business decisions and ensure that our staff,
clients and suppliers are fully aware of our Sustainability Policy.
We are committed to implementing and improving the Sustainability Policy across all office and site activities. In commitment to this,
we aimed to comply with the provisions of the SEC’s National Code of Corporate Governance (“the Code”) throughout 2018 and
will progressively act in accordance with the Code’s sustainability provisions highlighted in Sections 28 and 32 respectively.
Compliance by the Company with each principle and provision of the Code on sustainability issues is set out below.
Overview continued
Requirement of the SEC Code
of Corporate Governance for
Public Companies Dangote Cement compliance statement
Description of workplace accidents, • The Company continuously strives to improve its operations to ensure a safe
fatalities and occupational and safety working environment. Safety and environment workshops are organised for all
incidents against objectives and senior employees with a broad focus on good housekeeping to ensure a good and
targets and a suitable explanation safe working environment. Firefighting and prevention equipment are installed in
where appropriate. strategic locations in the offices and plants.
• We place health and safety at the centre of everything we do. Our aim is zero harm,
and we act to improve the health of employees, contractors, third parties and
communities. Our target is to achieve zero accidents.
• The workplace accidents monitoring and reporting we have include:
i. lost-time accidents; and
ii. fatal accidents.
• In line with Company policy, any accident or injury sustained by any employee in the
course of executing his/her work must be reported immediately to his/her immediate
supervisor, who will ensure that appropriate medical attention is given to such an employee.
• All employees are expected to abide by the Company’s Safety Policy which
emphasises that employees must make use of the protective equipment provided
for their use during the working hours.
• Employees are not allowed to operate any machine/equipment unless they have
been trained to do so and have been authorised by their supervisor.
Disclose Dangote Cement’s policies, • We have a policy on HIV/AIDS, which will be applicable and implemented across
plans and strategy of addressing and the Company and all subsidiaries.
managing the impact of HIV/AIDS,
• We do not discriminate against staff with HIV/AIDS or any other ill health. Periodic
malaria and other serious diseases on
medical tests are conducted on staff and all ailing staff are treated in the Company’s
the Company’s employees and
in-plant medical clinic or referred to Company-retained hospitals. They are allowed
their families.
to return to their duties as soon as they are fit in line with a medical report.
Application, in Dangote Cement’s • We will ensure that the adverse impact of our operations is minimal on the environment.
operations, of options with the most
• Our plants are designed to perform at better than European standards of emissions,
benefit or least damage to the environment,
dust control and noise abatement. As outlined elsewhere in this report, we plan to
particularly for companies operating in
introduce global standards of sustainability reporting from the beginning of 2017, so
disadvantaged regions or in regions
that we measure and disclose key variables such as CO2 emissions, dust control
with delicate ecology in order to
and water usage.
minimise the environmental impact of
the Company’s operations. • We believe our focus on environmental care will bring advantages as African
countries increasingly impose stronger regulations to protect the environment, thus
obliging other operators to invest more in pollution control.
The nature and extent of employment • We are developing a gender-balanced and inclusive work environment where
equity and gender policies and diverse talent can thrive and contribute to superior business results.
practices, especially as they relate to
• There is gender employment equity in the Company especially at the executive
the executive level opportunities.
level. There are no discriminatory gender policies and practices.
• In line with Company policy, the organisation has equal regard for all its employees
irrespective of race, colour, religion, sex or ethnic background.
• Suitability for the job position or advancement in the organisation shall be based
purely on qualification and merit, job knowledge, relevant experience, analytical/
practical skills, good conduct and character, sincerity, hardworking nature and
leadership qualities amongst other relevant requirements.
Overview continued
Requirement of the SEC Code
of Corporate Governance for
Public Companies Dangote Cement compliance statement
Information on the number and • We believe in unity in diversity and accordingly we seek to employ and retain the
diversity of staff, training initiatives, best human resources irrespective of disability, gender, race, ethnic origin or
employee development and the religion. We strive to provide employees with an atmosphere that promotes their
associated financial investment. productivity and develops their potential.
• In 2018, the Nomination Committee continued to focus on gender diversity,
following a Board review in 2015 that acknowledged the need for diversity in its
composition and, in particular, the need for a stronger representation of women.
• We will champion diversity in our sector and we want to promote equality and
diversity at Dangote Cement.
• Some of the Company’s staff training initiatives embarked upon include:
management and soft skills programmes, functional and non-technical skills,
employee induction, IT skills, technical skills, health, safety and environment
amongst others.
• In 2018 we continued to roll out the business transformation initiative begun in
2015. This had the HR team embarking on a series of organisational development
programmes to ensure the achievement of this initiative.
• We have embarked on a series of programmes that will ensure that our talent pool
is adequately developed and retained and also ensure that we attract the best
calibre of people.
• The Dangote Academy was established in 2010 to provide training in technical and
management skills for employees and people wishing to join the Dangote Group
of companies.
• Key initiatives include the Graduate Engineers Training Scheme (GETS), the
Vocational Training Scheme (VTS) and the Junior Technician Scheme (JTS). This is
listed in the section on “Our People” in the Annual Report.
Disclosure on the conditions and • There are no special conditions or opportunities created for physically challenged
opportunities created for physically persons. However the Company does not discriminate against physically
challenged persons or disadvantaged challenged persons where they prove capable of carrying out the required tasks.
individuals.
• There are some physically challenged persons currently in the employment of
the Company.
The nature and extent of Dangote • We regard the provision of social investment and charitable donations as an important
Cement’s social investment policy. part of our strategy to maintain good relationships with communities and other
stakeholders in all of its operating locations across Africa.
• Some of our initiatives are conducted directly by the Company and its staff, some in
collaboration with third parties and other organisations, while others are managed
by the Aliko Dangote Foundation, which is a non-commercial and charitable organisation
that focuses on empowerment, education, health and disaster relief on behalf of all
companies in the Dangote Group.
Disclosure on Dangote Cement’s • This has been reported above and in the Corporate Governance Report.
policies on corruption and related
issues and the extent of the compliance
with the policies and the Company’s
Code of Ethics.
Notice is hereby given that the 10th Annual General Meeting Unclaimed Share Certificates and Dividend Warrants
(AGM) of Dangote Cement Plc will be held on Monday, All Shareholders are hereby informed that the Registrars of the
June 17, 2019, at Zinnia Hall, Eko Convention Centre, Company are holding Share Certificates and Dividend Warrants
Eko Hotels & Suites, Victoria Island, Lagos at 11.00 a.m. which have been returned by the Post Office as “unclaimed”.
to transact the following business: Some Dividend Warrants sent to Shareholders’ registered
addresses are yet to be presented for payment or returned to
Agenda the Registrars of the Company for validation. All Shareholders
Ordinary Business are encouraged to complete e-dividend Mandate Form to
1. To receive the audited Financial Statements for the year ensure that all outstanding dividends are paid electronically.
ended 31st December 2018 and the Reports of the Audit Committee
Directors, Auditors and the Audit Committee thereon; In accordance with Section 395(5) of the Companies and
2. To declare a dividend; Allied Matters Act, CAP C20 LFN 2004, a shareholder may
nominate another shareholder for appointment as member
3. To elect or re-elect Directors; of the Audit Committee by giving notice to the Company
4. To authorize the Directors to fix the remuneration Secretary at least 21 days before the Annual General Meeting.
of the Auditors; E-Dividend
5. To elect members of the Audit Committee. Notice is hereby given to all Shareholders to open bank
accounts for dividend payment. A detachable application
Special Business form for e-dividend is attached to the Annual Report to enable
To consider and if thought fit, pass the following resolution all Shareholders furnish their accounts to the Registrars as
as an ordinary resolution of the Company; soon as possible.
6. To approve the remuneration of Directors. Rights of Securities Holders to ask Questions
Securities holders have a right to ask questions not only at
Notes: the Annual General Meeting, but also in writing prior to the
Proxies meeting. Questions should be submitted to the Company
A member of the Company entitled to attend and vote at Secretary at the Company’s registered office by the day
the meeting is entitled to appoint a proxy to attend and vote before the Annual General Meeting is held.
instead of him/her. A proxy need not be a member of the
Company. A proxy for an organization may vote by a show Electronic Report
of hand and on a poll. To be valid, executed forms of proxy Our Annual Reports are available online for viewing and
should be deposited at the Registered Office of the Company download from our website at www.dangotecement.com
or with the Registrars, United Securities Limited, 10, Amodu By the order of the Board of Directors.
Ojikutu Street, Off Adeola Odeku Street, Victoria Island, Lagos
not later than 48 hours before the time of holding the meeting.
A blank proxy form is attached to the Annual Report.
Closure of Register of Members
Notice is hereby given that the Register of Members and the Mahmud Kazaure
Transfer Books of the Company will be closed from Tuesday, Company Secretary
June 4, 2019 to June 10, 2019, both days inclusive.
Dividends and closure of Register of Members REGISTERED OFFICE
If the Dividend recommended by the Directors is approved by Union Marble House,
members at the Annual General Meeting, dividend will be paid 1, Alfred Rewane Road, P.O. Box 40032,
on Tuesday, June 18, 2019 to shareholders whose names Falomo, Ikoyi, Lagos.
appear in the Company’s Register of Members at the close Dated this 25th February 2019
of business on Monday, June 03, 2019.
Directors
Aliko Dangote Chairman
Engr. Joseph Makoju Mni, OFR. Group Chief Executive Officer
Brian Egan Group Chief Financial Officer
Olakunle Alake Non-Executive Director
Sani Dangote Non-Executive Director
Abdu Dantata Non-Executive Director
Devakumar Edwin Non-Executive Director
Fidelis Madavo Non-Executive Director
Ernest Ebi Independent Non-Executive Director
Emmanuel Ikazoboh Independent Non-Executive Director
Viswanathan Shankar Non-Executive Director
Dorothy Ufot Independent Non-Executive Director
Cherie Blaire CBE, QC Independent Non-Executive Director
Sir Michael Davis Independent Non-Executive Director
Douraid Zaghouani Non-Executive Director
Joint Auditors
Deloitte & Touche
Chartered Accountants
Plot GA 1, Ozumba Mbadiwe Avenue
Victoria Island,
Lagos, Nigeria
Ahmed Zakari & Co.
Chartered Accountants
5th Floor, African Alliance Building
F1, Sani Abacha Way, Kano
Nigeria
Principal Bankers
Access Bank Plc
First Bank of Nigeria Plc
Guaranty Trust Bank Plc
Zenith Bank Plc
United Bank for Africa Plc
Corporate information
Registration Information
RC Number 208767
Date of Incorporation 4th November, 1992
Registered Office
Union Marble House
1, Alfred Rewane Road
P.O. Box 40032
Falomo, Ikoyi
Lagos, Nigeria
Registrars
United Securities Limited
10, Amodu Ojikutu Street
Victoria Island
Lagos, Nigeria
For any queries regarding Dangote Cement please contact:
Investor Relations
Carl Franklin
+44 207 399 3070
[email protected]
Corporate Communications
Anthony Chiejina
+234 1 448 0815
[email protected]
Amount
Beneficiary ₦
Senegal
Ramadan (baskets) to local authorities 9,058,683
Ramadan (suger & rice) for villagers 7,059,525
Mecca pilgrimage to communities around the plant 45,105,993
Rams for villagers and authorities for Tabaski Festival 4,404,394
Educational kits for schools 643,479
Youth & sport sponsorship 296,750
Religious & women's associations 1,624,316
School and maternity construction for the community 42,441,720
Cement for mosque and church construction 9,025,653
Tanzania
TUICO 153,038
Nigerian High Commission in Tanzania 153,038
Ndanda Football Club 1,530,379
Sumatra 18,365
Local communities sponsorship 18,248,241
Zambia
Cement for Chief Chiwala 1,737,746
Farming inputs donated to community inhabitants around the plant 468,031
Donation to Chief Chiwala for the local community 3,406,079
Ethiopia
Displaced people in southern Oromia region 25,353,477
Supply of new desks in Ula Gora schools in Oromia region 378,401
School construction for the communities at Gatira Nabe in Oromia region 2,976,486
Construction of a co-operative center at Inchini 1,548,697
Construction of school at Reji Mokoda 8,639,984
Meta Walkite food security 633,837
Office furniture for Holeta town police station 4,436,858
Construction of elementary school at Ula Gora 6,250,177
Football team in Mugher 101,414
Construction of police stations at Dugda Meki Pumice 3,585,020
Woreda district environmental care 1,181,726
Supplies of Books for Reji Mekoda elementary school 778,486
South Africa
Sponsorship for the trail run at Lichtenburg Waterfees 113,243
Cameroon
To Douala General Treasurer for humanitarian support to suffering people in the north-west and
south-west regions 24,989,470
Construction of health center/pharmacy for Batoke community in the south-west region 10,423,983
Back-to-school event in Deido, Douala for school children and youth 4,997,894
Amount
Beneficiary ₦
Nigeria
Kogi state journalists 1,000,000
Donation to Kogi state Police Command 500,000
Financial assistance towards completion of mosque in Gboko 100,000
Help for internally displaced persons in Benue and Nasarawa 50,000,000
Nigerian Mining and Geosciences Society (NMGS) for 54th Annual International Conference 2,000,000
The Africa Center, New York 150,000,000
Bola Tinubu Colloquium 5,000,000
Nigeria Industrial Policy & Competitiveness Advisory Council (NIPCAC) 2,500,000
Manufacturers' Association Of Nigeria (MAN) 30,000,000
Nigeria Industrial Policy & Competitiveness Advisory Council (NIPCAC) 22,282,400
Nigeria Industrial Policy & Competitiveness Advisory Council (NIPCAC) 11,758,441
The Nigerian Society Of Engineers 2,000,000
NYSC orientation course program 150,000
Hudahuda Publishing Company Ltd for books to schools 50,000,000
150 cars for Nigerian police 646,428,000
Eunice Spring of Life Foundation 10,000,000
Sponsorship for Gala Night/Command Performance of United Nations World tourism Organisation
(UNWTO) 15,000,000
Gusau Institute 5,000,000
Nigerian Academy of Neurological Surgeons (NANS) towards Hosting Of 3rd CAANS congress 5,000,000
CASA AIBA (Nigeria) 2,000,000
National Union of Chemical Footwear Rubber, Leather & Non-Metalic Products' employees
for 27th Annual Industrial Relations 250,000
Nigerian Bar Association support fund for lawyers affected by insurgency in the North-East Nigeria 25,000,000
Sponsorship of Dala Hard Court National Tennis Championship for 2018 10,000,000
Total 1,287,733,424
Aliko Dangote
Chairman 4th Nov 2002
Engr. Joseph Makoju Mni, OFR.
Group Chief Executive Officer 2nd Dec 2010
Olakunle Alake
Non‑Executive Director 22nd July 2005
Sani Dangote*
Non‑Executive Director 22nd July 2005
Abdu Dantata
Non‑Executive Director 22nd July 2005
Ernest Ebi
Independent Non-Executive Director 30th Jan 2014
Devakumar Edwin
Non-Executive Director 22nd July 2005
Emmanuel Ikazoboh
Independent Non-Executive Director 30th Jan 2014
Fidelis Madavo
Non‑Executive Director 30th July 2014
Olusegun Olusanya
Independent Non-Executive Director 2nd Dec 2010
Dorothy Ufot
Independent Non-Executive Director 19th Apr 2016
Douraid Zaghouani
Non-Executive Director 29th April 2015
Brian Egan
Executive Director, Finance 27th July 2017
Viswanathan Shankar
Independent Non-Executive Director 9th Dec 2017
Cherie Blair**
Independent Non-Executive Director 20th June 2018 n/a n/a n/a
Sir Michael Davis**
Independent Non-Executive Director 20th June 2018 n/a n/a n/a
* Sani Dangote has not attended any meetings in 2018 owing to medical absence.
** Cherie Blair and Sir Michael Davis were officially admitted to the Company on 20th June 2018.
Nomination Committee
Meeting attendance
Remuneration Committee
Meeting attendance
Technical Committee
Meeting attendance
Glossary of abbreviations
Date (DD/MM/YYYY) Kindly tick & quote your shareholder account no. in the box below
City state:
E-mail address 1:
E-mail address 2:
Bank address:
I/We hereby request that from now, all dividend warrant (s) due to me/us from my/our holdings in all the companies indicated
above be mandated to my/our Bank named above.
Shareholder`s signature or thumbprint Shareholder`s signature or thumbprint
PLEASE NOTE THAT THE SECTION FOR YOUR BANK ACCOUNT DETAILS HAS TO BE COMPLETED BY YOUR BANK
Kindly return the duly completed form to the Registrar, United Securities Limited at the address stated below
Proxy Form
I/We desire this proxy 1. To receive the audited Financial Statements for the year ended 31st December
to be used in favour of/ 2018 and the Reports of the Directors, Auditors and Audit Committee thereon
or against the
2. To declare a dividend
resolution as indicated
alongside (strike out 3. To elect or re-elect Directors.
whichever is not Re-election as Director of Aliko Dangote, who is retiring by rotation
applicable) Re-election as Director of Abdu Dantata, who is retiring by rotation
Re-election as Director of Olakunle Alake, who is retiring by rotation
Re-election as Director of Ernest Ebi, who is retiring by rotation
4. To authorize the Directors to fix the remuneration of the Auditors
5. To elect members of the Audit Committee
Special business
This proxy form should NOT be completed and sent to the registered office if the member will be attending the meeting.
Note:
i. A member (shareholder) entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his stead. All proxy form should be deposited at the registered
office of the Registrar (as in notice) not later than 48 hours before the meeting.
ii. In the case of joint shareholders, any of them may complete the form, but the names of all joint shareholders must be stated.
iii. If the shareholder is a Corporation, this form must be executed under its Common Seal or under the hand of some officers or an attorney duly authorized.
iv. The proxy must produce the admission card sent with the notice of the meeting to gain entrance to the meeting.
v. It is a legal requirement that all instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of the shareholders must bear
appropriate stamp duty from the Stamp Duties office (not adhesive postage stamps).
Before posting this form, please tear off this part and retain it for admission to the meeting.
Please be advised that to enable a Proxy entrance to the meeting, the Proxy
Form is to be duly completed and delivered to the Company Secretary not
Admission card later than 48 hours before the time fixed for the meeting.
Please admit .............................................................. to the 10th Annual General Meeting of Dangote Cement Plc to be held at
Zinnia Hall, Eko Convention Centre, Eko Hotels & Suites, Victoria Island, Lagos on Monday, June 17, 2019, at 11.00 a.m.
Signature of person attending: ....................................................................................
This admission card should be produced by the shareholder or his/her proxy in order to obtain entrance to the Annual General Meeting.
You are requested to sign this card at the entrance in the presence of the Company Secretary or his Nominee on the day of the Annual General Meeting.
The Registrar,
United Securities Limited
10, Amodu Ojikutu Street,
Victoria Island,
Lagos, Nigeria