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Corporate
Governance
Operational
Review
Financial
Statements
About Us
Corporate Governance
Financials
Vision, Mission, Values
Global Sugar Market
Chairman’s Statement
Company Rerview
About Us
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Off loading at Apapa port, Lagos
Corporate Governance Report
Board of Directors
Report of the Directors
Operational Review
Our Operation
Our People
Our Approach to Sustainabilty
Health and Safety
Food Safety
Our Approach to Risk Management
Group Managing Director's Review
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Growing a Sweet Harvest
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Financial Highlights
Statement of Director's Responsibilities in Relation
to the Financial Statements
Statement of Management's Responsibilities for the
Preparation and Approval of the Financial Statements
Statement of Directors' Responsibilities for the
Preparation and Approval of the Financial Statements
Report Of The Audit Committee
Report of the Independent Auditors
to the Members of Dangote Sugar Refinery Plc
Consolidated and Separate Statement of Profit or
Loss and other Comprehensive Income
Consolidated and Separate Statement of Financial Position
Consolidated Statement of Changes in Equity
Separate Statement of Changes in Equity
Consolidated and Separate Statement of Cash Flows
Notes to the Consolidated and Separate
Financial Statements
Non IFRS Statement- Statement of Value Added
Non IFRS Statement- Financial Summary
Non IFRS Statement Five Year Financial Summary
Notice of Annual General Meeting
Directors And Professional Advisers
Corporate Information
Share Capitalisation History
E-Dividend Mandate Form
Proxy Form
Unclaimed Dividend Position as at 31st December, 2014
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Supplementary Information
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Apapa Refinery, Lagos, Nigeria
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Values
Vision, Mission, Values
? Customer Service
? Entrepreneurship
? Excellence
? Leadership
To deliver consistently good returns to our shareholders by
selling high-quality products at affordable prices, backed by
excellent customer service.
To satisfy market demand by producing the very best refined
granulated sugar using exceptional resources and processes that
comply with international standards and industry best practices
To help Nigeria towards self-sufficiency in sugar production by
moving from importation and refining to creating new
plantations with their own refining facilities, close to major
centres of demand, with a target to produce 1.5 million tonnes of
refined sugar by 2024 across more than150,000 hectares of
newly planted land.
To provide economic benefits to local communities by way of
direct and indirect employment.
To set a good example in areas such as governance,
sustainability, health and safety.
Our vision is to be one of the world's leading integrated sugar
producers, respected for the quality of our products and the way
we conduct our business.
Vision
Mission
Corporate
Governance
Operational
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Financial
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5D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
Sugar is a commodity whose price is determined by the dynamics of global supply and demand. Sugar
production is affected by weather and the amount of land under cultivation, while the consumption of
sugar is driven by macro-economic factors such as increasing wealth and population growth in the
developing world, set against conscious reductions in sugar consumption elsewhere.
Although global sugar consumption is rising at present, its growth is being outpaced slightly by the
increase in sugar production. Over the last two years, favourable weather conditions and new sugar
projects have created surplus stocks that led to a fall in the global price of raw sugar from more than
$450 per tonne to less than $350.
Estimates Of World Sugar Production, Consumption And Global Surplus For 2013/2014 (million
Tonnes, Raw)
Source Production Consumption Surplus
Czarnikow 184.0 181.1 2.9
F.O. Licht 181.4 175.2 4.7
ISO 182.7 178.8 4.0
KINGSMAN 180.3 175.1 5.2
USDA 175.7 168.7 1.5
Taking an average of these estimates, sugar consumption has been on a steady increase over the past
few years. In 2014, consumption rose by approximately 2.0% to 175.8MT from 172.3MT in 2013.
180
175
170
165
160
155
150
145
140
2009/2010 2010/2011 2011/2012 2012/2013 2013/2014 2014/2015
Global Sugar Production 2009/2010 - 2014/2015 (M MT)
153.4
162.2
172.3
177.6
175
172.5
Global Sugar Market in 2014
6
To this end, our Board is following a prudent course
of action that will support our backward integration
projects and enable our Company to sustain a
stronger financial footing in the future.
“
”
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Chairman
Aliko Dangote, GCON
7
Corporate
Governance
Operational
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D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
My colleagues on the Board, invited guests,
ladies and gentlemen. It is my pleasure to
welcome you all to the 9th Annual General
Meeting of our company, Dangote Sugar
Refinery Plc, at which I will also present to you
the Annual Report and Financial Statements
for the year ended 31st December, 2014.
2014 was a year of challenges in our operating
environment, particularly in the areas of
declining purchasing power and security
issues in the North Eastern part of the country.
The situation and its impact on our business
was a harsh reality, which we had to face and
manage to the best of our ability.
Despite challenging circumstances in the past
year, the Group posted a turnover of 95
billion in 2014. Profit Before Tax (PBT) stood at
billion, and Profit After Tax (PAT)
billion. Earnings per share totaled 97kobo per
share an 8% increase over the corresponding
period in 2013.
Worthy of mention is the resounding and
unprecedented success of the recent
presidential elections in Nigeria which gives
much cause for optimism and we look forward
to a stable future in the country, in which our
business will thrive and continue to grow.
2014 Dividends
It remains the Company's policy to return part
of its profits as dividends to shareholders at the
end of each business year. The dividend paid
depends on the Company's financial
performance, investment decisions, liquidity
levels and banks balances. In view of the
significant investments required for our
backward integration projects, your company
is in need of additional funding. As such, your
?
? 15.3 ? 11.6
Board has taken the decision to reduce the
dividend payment for the year from 60 kobo
per share to 40 kobo per share. This is a
transitional situation, requiring our short term
sacrifices in order to build for the future, and is
necessary for us to maintain prudent capital
and liquidity levels, to sustain our operations,
in tandem with our backward integration
projects.
To this end, your Board is following a prudent
course of action that will support our
backward integration projects and enable our
Company to sustain a stronger financial
footing in the future.
The Global Sugar Market
Conditions in the global sugar market were
generally favourable to our refining business
in 2014. The consumer demand in emerging
markets remains subdued, despite population
growth and the seeming gradual recovery in
market economies, world sugar prices
reflected surplus supply conditions and
maintained a downward trend.
From the very late 1990's up until 2014, the
Global Sugar Manufacturing industry has had
to contend with increasing production and
volatile price levels. The increasing diversion of
sugar stocks to ethanol production in Brazil
did however, limit the buildup of surplus
stocks. Raw sugar prices declined during the
year, which led to a reduction in the dollar
value of our raw sugar imports within the
period.
Also, the European Commission confirmed
the abolition of sugar quotas from October
2017, and this placed a further cap on world
sugar prices. As European sugar producers
position themselves for a post-quota market,
we will continue to expect more volatility in
market prices.
Nigerian Sugar Market in 2014
The Nigerian Sugar Market has seen an
increase in investment activity during the year
owing to the various initiatives that were
prompted by the implementation of the
Federal Government's National Sugar
Development Plan. This plan has seen the
Chairman’s Statement
“2014 was a year of challenges
in our operating environment,
particularly in the areas of
declining purchasing power
and security issues in the north
eastern part of the country”
Distinguished shareholders,
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 48
existing sugar operators invest in sugar
plantations across the country in addition to
consolidating their own refining activities.
Despite a sluggish global demand trend, our
market remained strong in the year. We had to
contend with heightened insecurity in north
eastern Nigeria, along with other consumer
oriented businesses. Access to our key
markets was hampered, while we also had to
grapple with reduced consumer purchasing
power and the periodic menace of low-priced
unlicensed imported sugar. Notwithstanding
this, our local sales volumes exceeded
780,000 tonnes in 2014, a slight reduction on
the prior year.
Our Strategy
Recall that we have already begun the
implementation of our sugar development
plans. Ten years from now, our target is to
produce 1.5 million tonnes of refined sugar
from locally grown sugarcane that is
processed at our own, onsite facilities in
locations close to key Nigerian markets. We
will maximise opportunities to benefit from
the extended value chain in sugar production,
with the production of fuel ethanol and the
generation of electricity from our factories. We
believe that our expansion project will
generate more than 100,000 job
opportunities in the coming decade.
In 2014, we carried out an evaluation of our
projects with the help of our technical
partners. As a result of this evaluation, we have
adjusted our expansion plans in line with
market conditions and will now implement
the overall project in stages.
We have begun with the rehabilitation of the
Savannah Sugar operations as a model for our
plan, which will then be replicated across our
other project sites. The Savannah
rehabilitation will be undertaken in parallel
with the greenfield development of a 23,000
hectars project in Taraba State within the next
3-5 years. This will be followed by the
development of our other sites to cumulate
the project within the 10 year plan.
Oil and Currency Impact in Short-Medium
Term
The beginning of 2015 has seen a carryover of
the challenging business environment with
even more impact on our cash resources. The
devaluation of the naira amongst other
uncertainties cast a shadow on the business
environment. Lower oil prices and the naira
depreciation had an impact on our raw
material costs and we recognise that passing
these costs fully to the already liquidity
squeezed consumer environment is a major
challenge.
The Central Bank of Nigeria closed the
RDAS/WDAS Foreign Exchange Window and
directed all demand for foreign exchange to
the Interbank Foreign Exchange Market. This
development together with a general shortage
of foreign currency and any further
devaluation of the naira, will make the current
business year difficult for us, as we consolidate
and invest for the future.
However, we have a firm belief in the viability
of the Nigerian economy, and maintain a
positive outlook for future investment. The
Board will continue to guide our Company by
employing strategies that will guarantee a
sustainable future for our business.
Chairman’s Statement
Improvements in Governance and Risk
Management
We are driven by a desire to contribute
positively towards the development of the
communities in which we operate, and to
society at large. As such, our Environment,
Health & Safety, and Social Investment
Agendas were enhanced during the year
under review across all our operations.
“We are driven by a desire
to contribute positively
towards the development
of the communities in
which we operate, and to
society at large.”
Corporate
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9D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
The Board is a firm believer that the
sustainability of our business is interwoven
with the health & safety of our people and a
strong attitude of caring for our environment.
This is guided by good corporate governance
and effective risk management initiatives that
are now being implemented within the Group.
Dangote Sugar will continue to implement its
sustainability agenda, which is the platform it
uses in the delivery of its commitments with
focus on environmental awareness,
promoting health and safety and minimising
the risks within our operations.
Board of Directors
Since the last Annual General Meeting, there
have been no changes in the Board
composition. The Board is currently made up
of two (2) Executive Directors, Eight (8)
Non–Executive Directors including the
Chairman, three (3) of which are Independent.
Three (3) Directors will retire by rotation at this
meeting and the Directors eligible will present
themselves for re-election at this meeting.
Details of the members of the Board of
Directors are shown on pages 39 to 42 of the
annual report.
Chairman
Aliko Dangote, GCON
Chairman’s Statement
Despite our present economic challenges, the
Board remains very confident that our
company is positioned strongly to enhance its
leadership position and our expansion
strategy will deliver business success and
long-term value for shareholders.
My sincere appreciation goes to my fellow
Directors for their contributions. I also
appreciate our esteemed shareholders,
customers, suppliers and every stakeholder
for their continued support and partnership.
Our employees remain the key to our success,
and without their commitment, all the
operational improvements we have recorded
over the years, would not have been possible. I
am confident that we have the right strategy,
the people and resources to continuously
deliver sustainable growth for the company,
and returns to shareholders in the years
ahead.
Thank you.
Apapa Refinery Jetty
Ibese, Ogun State, Nigeria
Dangote Sugar Refinery Plc (“Dangote Sugar”
or “DSR”) is a household name in the sugar
refining sector of the Nigerian Food and
Beverage Industry. Our entry into the sugar
business dates back to the 1970s with the
import and sale of sugar by our parent
company, Dangote Industries Limited.
Today, Dangote Sugar is a leading brand that
has made a remarkable impact on the
Nigerian sugar sector. Our sugar refining
facility at Apapa is the largest in Sub-Saharan
Africa, with 1.44MT per annum installed
capacity. Our core competences include:
? Refining of raw sugar to make high-
quality Vitamin A fortified and non-
fortified granulated white sugar
? Marketing and distribution of our refined
sugar grades in 50kg, 1kg, 500g & 250g
packages
? Cultivation and milling of sugar cane to
finished sugar from our subsidiary,
Savannah Sugar Company Limited
? Development of greenfield projects in
line with our strategy, “Sugar for Nigeria,”
Nigeria's National Sugar Master Plan
In addition, our business provides key value-
added support services for our customers
i n c l u d i n g l o g i s t i c s , s u p p l y - c h a i n
management, credit and risk advice, sales and
merchandising.
We operate to international standards of food
production, health and safety and have been
honoured with numerous awards for our
work.
Dangote Sugar Refinery Plc was listed on the
main board of the Nigerian Stock Exchange
(NSE) on 18th March, 2007. With more than
102,000 shareholders as at 31st December,
2014, the authorized share capital of DSR Plc is
? 6 billion, amounting to 12 billion shares of
50 kobo each. Dangote Industries Limited has
a majority shareholding of approximately
67.66% while 32.34% is held by other
shareholders.
Company Overview
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 410
which in turn is an integral part of
Raw Sugar Shed at Apapa RefineryRaw Sugar Shed at Apapa Refinery
Operational Review
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
11D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Corporate
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13D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
Dangote Sugar Refinery, Apapa
Our flagship refinery complex is located at
Apapa Wharf in Lagos, with a dedicated jetty
that berths large shipments of raw sugar from
Brazil. The facility was commissioned in 2000,
with an initial refining capacity of
600,000MTPA. Over the years, the facility has
undergone two major upgrades that have
turned it into one of the largest sugar
refineries in the world with 1.44MTPA refining
capacity. The refinery is powered efficiently
with gas and/or Low-Pour Fuel Oil (LPFO)
with 16MW of in-house generating capability.
Over 2013-14, the facility benefited from
further upgrades that now enable it to achieve
more efficient sugar yields. We continue to
improve its efficiency and are installing a new
high-pressure boiler, upgrading automation
and improving energy conservation.
The energy-saving project is an advanced
engineering intervention to improve the
efficient use of energy in our sugar refining
process. When completed, the scheme is
expected to reduce our cost of production,
increase productivity and further improve the
quality of our refined sugar. Together, these
initiatives will enhance our competitive
position in the Nigerian sugar industry.
Our refining operations are supported by
warehouses located strategically across the
country and served by more than 400 trucks
that take our finished products to market.
Sugar for Nigeria - The Future of our
Business
Nigeria has always imported sugar, either raw
for refining or in its refined and granulated
forms. This dependence on imports is a
reflection on the fact that until recently,
Nigeria has had no native sugar production
industry of any scale and there was little
incentive to create one. Yet Nigeria is a
country that is blessed with abundant fertile
land suitable for planting sugar cane.
Recognising this paradox, the Federal
Government drew up the Nigerian Sugar
Master Plan, which is an ambitious drive to
make Nigeria self-sufficient in this most basic
commodity, at the same time reducing
outflows of Nigerian cash for imports and
creating thousands of jobs in sugar
production. This policy of ‘Backward
Our Operations
14 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Integration’ – achieving self-sufficiency by
turning importers into producers has already
achieved spectacular success in the Cement
industry where, benefiting from favourable tax
incentives and the phasing out of imports, our
sister company, Dangote Cement Plc, has
almost single-handedly made Nigeria self-
sufficient in cement.
Dangote Sugar is an integral part of this
national plan. In 2012, we committed
ourselves to becoming an integrated sugar
business, serving local and export markets
from integrated plantation and refinery sites
that we plan to build across Nigeria. Our goal
over the next ten years is to reach a capacity to
produce 1.5 million tonnes of refined sugar
every year from locally grown sugarcane. At
the same time, we will sustain and improve
our existing refining operations as necessary.
Pursuing this goal will ensure that Dangote
Sugar becomes a global force in sugar
production, for the benefit of our shareholders
and all Nigeria.
We have set out to achieve this target by the
planting and cultivation of sugarcane on new
plantations covering more than 150,000
hectares of land across a number of sites in
Nigeria. The implementation of our
development plan has commenced with the
rehabilitation and expansion of Savannah
Sugar in Adamawa State, which was acquired
in December 2012. As shown in the map
below, we plan other integrated sites in
locations close to suitable land with good
irrigation, close to key markets. We have
begun acquiring additional sites and are
engaging competent technical partners to
plan and develop the necessary agricultural
work, factory design and project planning.
Our Operations
KEY
Green Field Projects
Savannah Sugar Estate
Highlights of Dangote Sugar's Expansion Plan
? Move from port-based refining to fully integrated sugar production within Nigeria, thereby
helping Nigeria to achieve self-sufficiency in sugar production
? Develop, in the next 5-10 years, the capacity to produce 1.5 million tonnes of sugar a year
from more than150,000 hectares of locally grown cane at existing and new plantations
? Create more than 100,000 new employment opportunities
Anam
bra
Enugu
Akwa
Ibom
Adamawa
Abia
Bauchi
Bayelsa
Benue
Borno
Cross
River
Delta
Ebonyi
Edo
Ekiti
Gombe
Imo
Jigawa
Kaduna
Kano
Katsina
Kebbi
Kogi
Kwara
Lagos
Nasarawa
Niger
Ogun Ondo
Osun
Oyo
Plateau
Rivers
Sokoto
Taraba
Yobe
Zamfara
Abuja
FCT
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15D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
Savannah Sugar Company Limited
Savannah Sugar Company Limited (SSCL) is
an existing cane sugar production operation
located on 32,000 hectares of land in Numan,
Adamawa State, Nigeria, with a milling
capacity of 50,000 tonnes of sugar per annum.
At present, however, SSCL produces refined
sugar from just 6,750 hectares of sugar cane
cultivated on its sugarcane fields. As part of
our growth strategy, SSCL is undergoing
rehabilitation and expansion so that much
more of its land can be planted and harvested
effectively. Investments have already been
made and are ongoing in land preparation
and development, farm machinery,
environmental improvements, employee
welfare and manpower training and
development.
This expansion project will increase sugar
milling capacity to some 260,000 tonnes of
sugar per annum, from sugar cane produced
on approximately 25,000 hectares of
cultivated land. Rehabilitation of the SSCL
estate has commenced and land
development and planting of new areas to
sugarcane will continue over the next two
years. The project will include the
development of 25,000 hectares of land by
2018, an out-growers scheme and the
refurbishment of infrastructure within the
estate, as well as a significant upgrade to its
existing factory. In addition, a new factory is
also under consideration to process the
increased cane supply.
SSCL employs 700 full-time staff, and 4800
part-time staff, with seasonal workers during
the harvest season.
Our Operations
New Sugarcane plantation at Savannah
16 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Our Operations
Expansion Projects
Apart from the rehabilitation of Savannah
Sugar’s plantation and factory infrastructure,
our growth strategy to farm more than
150,000 hectares of planted sugarcane by
2023 includes the creation of integrated
plantation and refinery facilities at the
following locations:
• Lau/Tau, Taraba State
• Hadejia, Jigawa State
• Zaria kalakala, Kebbi State
• Kpada, Kwara/Kogi States
Integrated sugar mills will be sited at these
locations to:
• Refine white sugar from locally grown
sugarcane to sell into local markets and
where appropriate, to export to other
markets across West Africa.
• Generate power from bagasse for own
use, with any excess electricity being sold
to the national grid.
• Produce Fuel Ethanol (ethyl alcohol).
• Produce Animal feed from molasses and
bagasse .
• Produce Bio-Fertilizer from press-
m u d / f i l t e r c a k e d u r i n g s u g a r
manufacturing.
Expansion Project Phase 1
This first phase of the project has begun with
pre-project implementation activities
including:
• New site selection/suitability (soil
Assessmtnt, topography, climate, water
and Irrigation potential)
• Project design, detailed studies and
development of implementation strategy
• Partnership with technical consultants to
conduct feasibility studies and develop
appropriate designs
• Investment in farm machinery and
equipment
• New sites survey and land development;
industrial development; housing and
amenities
This phase also includes the rehabilitation and
expansion of Savannah Sugar’s estate, which
will be used as a model for the other locations.
We have begun with the following activities:
• Land development and expansion of cane
production at Savannah.
• Refurbishment/Upgrade of SSCL facilities
(factory, housing & amenities).
• Reintroduction of a robust out-growers
scheme.
• Charting community relations &
development initiatives guided by
consultations and engagements with the
local communities in which we will
operate. The initiative will be
i m p l e m e n t e d t h r o u g h v a r i o u s
environmental, healthcare, educational,
skills acquisition and job creation
programmes to make a positive impact on
the living standards in these communities,
aimed towards fostering a sound cordial
relationship with them.
Lau/Tau, Taraba State Project
The Lau & Tau Sugar Project will be the first of
the new sites to be developed over the next
three years. The area is located on the south
bank of the Benue River in Taraba State, about
30 km Northeast of Jalingo.
The project will be an independent sugar
estate, as per the Savannah model, with its
own sugarcane plantation and mill. Land
acquisition for the site is nearing completion
and pre-project development activities have
commenced on the site. Soil and topographic
surveys of the land have been concluded and
verification of irrigation water availability is
underway to better determine bulk water
supply and the location of abstraction points.
An environmental and social impact
assessment is also in progress.
Seed cane production; planting; irrigation;
Corporate
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17D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
Our Operations
Initially, 18,000 hectares growing to 23,000
hectares will be planted with room for the
development of nearby lands as an out-
growers scheme. The project will produce 2.3
million tonnes of sugarcane. Lau/Tau will have
a cane milling factory capable of handling
12,000 tonnes/day, and the aim is to produce
250,000 tonnes of refined sugar per annum.
The main source of irrigation for the Lau and
Tau project will be the Benue and Lamurde
Rivers. To achieve our target for factory
commissioning in 2018, we have started
building up our cane supply with the
establishment of a sugarcane nursery at Lau &
Tau. The seed cane nursery will be used to
plant a commercial nursery, and thereafter to
fully develop the total area to be planted.
The cane from the nursery will be used to plant
sugarcane during the next three years, with a
target of 2018 for the first commercial harvest.
This will coincide with the commissioning of a
new factory at the site.
18 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Hadejia, Jigawa State Project
The Jigawa State project site is a 21,449
hectares of land located at Hadejia. An
environmental and soil impact assessment is
underway. In addition, soil surveys and
topographical assessments have been
completed. Our technical partner have
commenced the agricultural design as part of
a detailed feasibility study. Factory
requirements will be met by the design of a
12,000tonne/day sugarcane milling facility.
Expansion Project Phase 2: Kebbi And
Kwara/kogi States Projects, 5-10 Years
The second phase of expansion into new sites
will cover two further locations in Kebbi and
Kwara/Kogi states over the next 5 to 10 years.
These projects will have integrated sugar
operations on 60,000ha area in Kebbi State,
and 36,000ha at Kwara/Kogi States.
The approvals for the sites have been obtained
from the relevant authorities and the soil and
topographical surveys concluded. We are now
finalising the land acquisition processes. Once
concluded, the pre-project activities will
commence at these locations to ensure the
target deadline is met.
Our Operations
New Sugarcane Nursery at Lau/Tau, Taraba State Project Site
Corporate
Governance
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19D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Growing a Sweet Harvest
Our people continue to be the driving force
behind our business, therefore, our human
resources and manpower development
strategies are aligned with our business
objectives and aspirations.
During the year under review, we reviewed
our organisational development, with talent
management, performance management,
employee engagement and competitive
appraisal systems redesigned to motivate our
employees. We are building capability and
leadership among our people and attracting
some of the best talent in the marketplace.
The development of relevant competences
remains an important priority for
management.
During the year, in addition to 'on the job
learning', 96% of employees attended in-
house training, local and international
learning and developmental courses to
upgrade their skills for optimal performance.
Our People
The Group has designed and is implementing
a performance management system, which
will help us to identify gaps in our reward
system and address specific training
development needs of our employees.
The Company has maintained harmonious
industrial relations with employees. With our
robust aspirations for the future, our
employees are carried along with
developments in the company with periodic
briefing by our management. We will
continue to upgrade the skills and
competences of our people to firmly position
us as a leading sugar industry business.
1.
2.
3.
Employee Long Service Award Recipient
Employee SAP Super User Award recipient
Cross section of staff at the SAP Super User Awards
21
3
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Our Approach To Sustainability
Our sustainability approach is driven by a
desire to contribute and impact positively
towards the development of the immediate
communities we operate in and society at
large.
In 2014, our Environmental, Health and Safety,
and Social Investment efforts were enhanced
with the consolidation of existing and
development of new group-wide policies that
will guide our approach to this very important
aspect of our businesses. These efforts are
coordinated by a central group directorate at
our parent company, Dangote Industries, who
work with the sustainability team in Dangote
Sugar to ensure that policies and standards
are implemented to meet the specific
requirements of each business.
For Dangote Sugar, this sustainability agenda
guides the delivery of our commitments in this
area, with focus on promoting Health and
safety within our operations, as well as
supporting our commitments to the host
communities of our projects.
1. Savannah Sugar Staff School Children
2. & 3. Presentation of the Patrol Vehicles to NAFDAC
3
2
1
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Growing a Sweet Harvest
We are committed to the implementation and
maintenance of Occupational Health and
Safety Management Systems (OHSMS) that
aim at the prevention of occupational injury
and ill–health to all people who have access
to the organisation's workplace. A strong
commitment to continuous improvement is
needed for production, sales and delivery of
refined granulated white sugar in compliance
with relevant legal, statutory and other
requirements.
During the year under review, we enhanced
our commitment to ensuring zero accidents
across our operations, with an improved
health and safety strategy, with the objective
of building and reinforcing a winning safety
culture amongst employees.
Our slogan remains: “Safety First. If it is not
safe, don't do it.”
The occupational health & safety policy is
documented, monitored and sustained
through adequate communication,
supervision and awareness creation to all
employees, suppliers and all stakeholders in
line with the requirements of the OHSAS
18001:2007 safety system.
Health, safety and environmental workshops
are organised for all employees with a broad
focus on continuous improvement to ensure
Health and Safety
a safe working environment, with minimal risk
to their health, as we strive to achieve zero
accidents in our operations.
In addition, the Staff Welfare Unit organizes
health awareness talks, seminars and
programmes with professionals in the health
sector on various health issues and diseases
such as HIV/AIDS, high blood pressure,
personal hygiene, Ebola, Diabetes, and other
serious diseases.
1. OH & S Certificate
2. Cross section of DSR HSE officers & Fire Marshals
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1
22 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
The Dangote Sugar Refinery Plc food safety
policy ensures that our operations in refining,
sales and distribution of granulated white
sugar meet statutory, regulatory and
consumer food safety requirements, using the
most appropriate food grade production
facilities under hygienic conditions, whilst also
maintaining effective communication with
stakeholders on food safety issues.
Our food safety policy is supported by
measurable objectives that are monitored,
maintained and continually reviewed with the
objectives:
a. To provide wholesome and nutritious
sugar that supports healthy living
b. To achieve 100% compliance with all
relevant customers', statutory and
regulatory food safety requirements
c. To ensure that all relevant parties in the
food production chain are aware of, and
comply with the company's food safety
requirement.
Dangote Sugar Refinery Plc is FSMS (Food
S a f e t y M a n a g e m e n t Sy s t e m ) I SO
22000:2005, certified, and we are working
towards the achievement of the FSSC 22000
(Food Safety System Certification); before the
end of the 2015 business year. The FSSC
22000 (Food Safety System Certification) is a
Global Food Safety Initiative (GFSI).
This food safety certification and other efforts
in the continuous improvement of our
product quality and standards has made
Dangote Sugar the preferred brand of most
multinational corporations in the Nigerian
food and beverage sector.
Food Safety
picture to be adviced
“Our food safety policy is
supported by measurable
objectives that are monitored,
maintained and continually
reviewed to achieve 100%
compliance, with applicable
customers, Statutory/regulatory
food safety requirements”
1. Employees handling the Retail Sugar Packaging
2.
Vee Processor: the Vitamin A Mixer. Vitamin A
is added to our sugar for the required
25,000 iu/kg minimum
Dangote Sugar Retail Packaging Plant @ Ikeja
3.
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Our Approach To Risk Management
Risk management remains integral to our
operational strategy and the achievement of
our long-term goals. Given the volatile
environment we operate in, our businesses
are subject to risks and uncertainties. The
Board, therefore, have during the year under
review paid particular attention to sharpening
our focus on the following key risk areas:
credit, market, liquidity, operational and safety
risks.
A new approach to risk management was
developed, with a robust risk framework
piloted by the Audit and Audit/Risk
Management Committee of the Board of
Directors, in line with internationally accepted
standards.
The Board of Directors are advised by its audit
and audit/risk management committee
where appropriate; they regularly review the
significant risks and decisions that could have
a material impact on our business. These
reviews provide a clear position on the level of
risk that we can take in pursuit of our business
strategies, and the effectiveness of the
management controls in place to mitigate the
risk exposures.
The risk management department has been
strengthened by the appointment of
professional risk managers to ensure a holistic
fit-for-purpose approach, with a robust
framework for timely identification,
measurement, control, reporting and
monitoring of risks in the company. This
approach has been designed to provide
reasonable assurance that our assets are
safeguarded, while the risks facing the
businesses are assessed on a continuous basis
to mitigate any eventualities.
Periodically, the audit and audit/risk
committee, through the Group risk team
review and assess the internal controls and
procedures, approved by the Board of
Directors; testing effectiveness and the
remedial actions to be taken should the need
arise.
As a result, our people are more aware that
our success as an organisation does not just
depend on our ability to identify and exploit
the opportunities that are available in the
markets we operate in. In addition, we must
adopt a prudent approach to risk
management, which if not well managed
could impact on our ability to meet our targets
and profitability and could also be detrimental
to our reputation.
24 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
During 2014, our primary focus was to enhance
our operational efficiency, focus on our growth
plans, increase sugar production, and to continue
to provide for the needs and requirements of our
customers, employees and stakeholders
generally. Regular communication with our
investor community continued via quarterly
financial and performance updates designed to
give a better understanding of the key drivers of
our business, as well as describing our
achievements, challenges and aspirations for the
future.
Our performance in 2014 was negatively
impacted by operational challenges including
disruptions to the supply of natural gas (our
primary energy source) to the Apapa Refinery,
currency depreciation and the challenges of the
security situation in North-Eastern Nigeria.
We were, however, able to mitigate the impact of
Group Managing Director's Review
“Our sales and marketing
objectives during the year
remained the sustenance of
our leadership position and
enabled us to maintain the
largest market share in
Nigeria.”
these factors by commissioning an alternative
boiler fuel system (using low pour fuel oil), which
sustained our operations, whilst also benefitting
from lower raw sugar prices during the year.
We were able to increase selling prices to offset
cost increases brought about by currency
devaluation in the last quarter of 2014. Our sales
team worked continuously with our trade
customers to sustain their needs in troubled parts
of the country and we were also able to improve
the supply of high quality refined sugar to our
corporate customers.
Group sugar production totaled 838,993 tonnes
for the year, compared to 819,996 tonnes
produced in 2013. A total of 832,660 tonnes of
refined sugar was produced at the Apapa refinery
(2013: 814,910 tonnes). At Savannah, sugar
production increased to 6,333 tonnes from 5,036
tonnes produced in 2013, reflecting the
beginning of our rehabilitation and expansion
activities.
Group sugar sales volume was 781,319 tonnes
(2013: 804,258 tonnes). Local sales declined by
3%, reflecting the challenges faced in the
domestic market. No sugar was exported in the
year compared to 15,000 tonnes exported in
2013, this being due to unattractive export prices
prevailing during 2014.
Turnover for the year reached ? 95billion, (2013
? 103billion), and the refinery achieved a gross
operating margin of 23% compared to 26% in
2013. Group profit before tax and profit after tax
stood at ? 15.3b and ? 11.6billion, respectively,
compared to ? 16.3billion and ? 10.8billion
achieved in 2013. Group earnings per share
increased from 90 to 97 kobo per share. During
the year, our cash needs were met from cash
generated from our Apapa Refinery operations.
Investments made in respect of the various
projects we have embarked upon in sugar
production and equipment/operational
upgrades were funded from these internal
resources, as well as our expansion project
needs. These investments are the foundation that
will support our sustainable growth over time by
improving our operational efficiencies, output
and returns to shareholders in the years to come.
As part of our operational focus, we continue to
implement various projects at the Apapa Refinery
geared towards achieving improved operational
efficiency and increased output.
Graham Clark
Group Managing Director
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Growing a Sweet Harvest
We are also in the process of upgrading our
quality systems, working towards achieving the
Food Safety System Certification (FSSC 2200); a
Global Food Safety Initiative (GFSI) recognised
scheme, before the end of 2015. This certification
will further boost our food safety standards and
position our product as the preferred brand to
companies in the pharmaceutical and food and
beverage industries in Nigeria.
Our activities were further enhanced in the year
with a strengthened Enterprise Wide Risk
Management approach. This will enable us to
better manage existing and emerging business
risks via a process that effectively identifies,
measures and monitors the risk environment in
which we operate. The introduction of a capital
projects function will also help us to successfully
undertake capital projects through planning,
project management and formal tracking against
our project objectives.
Our sales and marketing objectives during the
year remained the sustenance of our leadership
position and enabled us to maintain the largest
market share in Nigeria. To achieve this, we
focused on the upgrading of our sales and
marketing strategy by developing and
implementing new initiatives to maximise our
strengths in the market. Fixed-term supply
agreements were negotiated with corporate
customers, customer performance incentives
were continued and technical and market
support was provided where needed. To this end,
we established new distributors, enforced
rigorous compliance to our trade terms and
facilitated customer forums to enable us to work
with our customers to maximise their growth
potential.
Our sugar development projects continued in the
year, with technical evaluation and design
activities for our identified opportunities being
progressed. The agricultural and factory
rehabilitation of Savannah is ongoing, and a total
of 1,223 hectares was redeveloped in the year,
with plant, equipment and field machinery
deployed as necessary. This redevelopment area
will increase to a targeted 2,735 hectares in 2015,
and accelerate thereafter to fully develop all
available land over the next 3 years.
The 2014, sugar production season at Savannah
commenced in January 2014 and ended in April
2014. Cane production during the year was
negatively impacted by the challenges faced on
the estate in the prior year. As a result, cane yields
remained low, although higher than the prior
season average, and a total of 123,494 tonnes of
cane was harvested, compared to 102,181
tonnes of cane harvested in 2013. The 2015
harvest commenced in January 2015, with
improved cane yields being recorded to date
following new area planted and improved cane
husbandry on the estate. The sucrose content in
the cane is also much improved and sugar
production in the coming season stands to
exceed prior-year achievements.
Our additional expansion plans on the identified
sites continues to gain momentum, with our goal
remaining to achieve 1.5 million tonnes of
refined sugar per annum in the next 10 years,
from locally grown sugar cane that is produced
and processed at the new facilities in Nigeria. We
have redrawn our project implementation plans
to develop these new projects in two phases.
Group Managing Director's Review
Retail Sugar Packaging Plant
26 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
The first phase will include the ongoing
rehabilitation and expansion of Savannah to
ultimately produce 260,000 tonnes of refined
sugar per annum. In parallel, we will commence
the development of the Lau/Tau project in Taraba
State and will also mobilise to commence the
development of a second new site at Hadejia in
Jigawa State. Site evaluation and technical design
work is progressing in respect of these two new
sites and land acquisition procedures are nearing
completion at Lau/Tau and continue at Hadejia. It
is anticipated that these projects will span a 5-
year horizon, the intention being to produce up to
750,000 tonnes of refined sugar in this first
phase.
When the first phase of our development is
nearing completion, the second phase of our
expansion plan will be to commence
development in Kebbi, Kwara and Kogi States.
Site evaluation and technical analysis of these
sites is underway in order to complete all
preliminary work well ahead of the development
timetable for these sites.
As an organisation, sustainability and equitable
growth remain key drivers of our business
operations. During the past year, various
Group Managing Director's Review
Land preparation activities at Savannah
sustainability initiatives have been progressed to
improve our environmental, health and safety
and social investment agendas. Ultimately these
initiatives will contribute to improved operational
efficiency, the reduction of operating costs and
better management of operational risk.
The implementation of enhanced health and
safety initiatives continues in order to improve
the working environment of our employees.
Ongoing safety awareness campaigns and the
implementation of improved workplace safety
procedures is part of our drive to upgrade and
heighten workplace safety awareness amongst
our workforce, service providers and visitors to
our facilities. We will continue to strive towards
an accident free environment with health and
safety procedures designed to lift the wellbeing
and productivity of our workforce.
The outlook for 2015 remains challenging in the
face of external factors such as currency
devaluation that might have an impact on our
business. Attention will be focused to mitigating
the potential negative impact of these factors as
we strive to sustain our growth during 2015.
Graham Clark
Group Managing Director
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Corporate Governance
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 27
Growing a Sweet Harvest
28 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
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D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 29
Growing a Sweet Harvest
Corporate Governance Report
Dear Shareholder,
Dangote Sugar Refinery Plc. (DSR) is
committed to best practice and procedures in
Corporate Governance. The Board put in place
mechanisms that assist it to review, on a
regular basis, the operations of the Company
so as to ensure that our business is conducted
in accordance with good Corporate
Governance and global best practices.
Transparency in Financial Reporting and
Internal Control
Dangote Sugar Refinery Plc produces a
comprehensive annual report and financial
statements in compliance with the Company
and Allied Matters Act. We put in place
adequate internal control procedures and
ensure that the documents reveal the
business and provide detailed audited
financial statements in accordance with the
relevant accounting standards and
regulations.
E-dividend
Consistent with the Dangote Sugar Refinery
Plc business strategy, shareholder value
Creation and commitment to good Corporate
Governance, we are encouraging our
shareholders to embrace the e-dividend. This
is to enable us to pay the dividend due to
shareholders by crediting their bank accounts
with dividends immediately after they are
declared. Consequently, we have requested
all shareholders to complete the detachable
form in the annual report, in order to provide
our registrars, Veritas Registrars Limited, with
their bank and other details.
Board of Directors
The Board currently consists of ten (10)
members, the Chairman, Group Managing
Director, Deputy Group Managing Director
and seven non-executive Directors, three (3)
of whom are Independent Directors. The
Board has the overall responsibility for
ensuring that the Company is appropriately
managed towards the achievement of the
Company’s strategic objectives. The Board is
headed by a non–executive Chairman.
Responsibilities of the Board Of Directors
The general responsibilities of the Board
include but are not limited to the following:
• Defining the vision, goals, objectives and
strategic priorities including recruiting and
evaluating the performance of the Officers;
reviewing the company’s organisation and
remuneration structure; and establishing a
succession plan for the GMD and the senior
officers.
• Establishing the overall business objectives
and strategies, and through an
institutionalised strategic planning
process, consider whether they continue to
be appropriate in the context of the
b u s i n e s s e n v i r o n m e n t , t a k i n g
responsibility for issuing the audited
financial statements and ensuring the high
quality and reasonableness of the
accounting and financial management.
• Reviewing the short, medium and long-
term strategic, financial and business plans
including reviewing the annual budget of
the company as well as major risks to
which the company is exposed.
• Providing a broad oversight of the overall
activities and affairs of DSR and the
effective performance of management and
monitoring the deployment of financial
and human resources for the achievement
of those plans.
Aliko Dangot ON
Chairman of the Bo
e, GC
ard
30
• Reviewing and approving all major capital
investments, divestments, mergers and
acquisitions or other business
combinations.
• Establishing procedures for the approval of
and approving all significant acquisitions
and major contracts outside the ordinary
course of business.
• Approving the declaration of dividends,
stock buy-backs and new issuances of
shares, restructure of the capital and share
reconstructions including those associated
with employee equity or incentive
programmes.
• Approving the framework for the
delegation of authority to the GMD and
Management and defining the powers
reserved for the Board.
• Approving the appointment of other
directors including their training as may be
recommended by the governance
committee.
• Ensuring that an effective management
team is in place and appointing key officers
of the Company, including the GMD,
company secretary and internal auditor.
• Approving a competitive compensation
structure for the non-executive Directors
subject to the Articles of Association and
laying the statutory Directors’ fee before the
A G M f o r a p p r o v a l u p o n t h e
recommendation of the governance
committee.
• Approving a mandate or charter for the
Board and establishing Board Committees
as well as approving their mandates or
charters.
• Receiving concise reports from Board
Committees at the next Board meeting
after the committee meeting and a written
report or copies of the minutes.
• Setting performance objectives and
the company and its committees and
ensuring the regular evaluation of the
effectiveness and performance of and the
operations of the Company and associated
companies.
• Periodically reviewing the organogram and
approving all major changes to the
structure of the organisation as well as
reviewing the management succession
plan and human resources plan.
• Overseeing employee compensation plans
to ensure that they are consistent with the
sustainable achievement of business
objectives, prudent management of
operations and consistent with ongoing
assessments of the risks to which the
company is exposed.
• Approving a risk management framework,
setting the risk threshold, monitoring the
major risks to the Company and ensuring
that management takes actions to mitigate
those threats, which may include but are
not limited to those pertaining to
operations, raw raterials, product or
stock availability, quality, price, liquidity,
interest and exchange rate changes,
capital market dynamics, on-going
availability of capital and fash flow to
operate the business, profitability,
insurance, safety, people and reputation
risks.
• Ensuring that an effective and secure
Whistle Blowing Policy and adequate
structures by which staff and stakeholders
can raise concerns about possible or
potential improprieties are in place.
• Ensuring there is an appropriate
framework of internal controls in place and
monitor ongoing reports on the adequacy
and continuous improvement in such
controls.
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expenditure and material projects such as approving key performance indicators for
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Growing a Sweet Harvest
• Approving that the appointment,
reappointment or removal of the external
auditor be put to the Annual General
Meeting for approval and recommending
to the general meeting, the appointment
of the external auditor as determined by
the audit committee.
• Approving all policies and revisions thereof,
including those pertaining to corporate
disclosure and communications, finance
and accounting, credit, risk management,
operations, IT, liquidity, funding,
profitability and capital management.
• O v e r s e e i n g t h e c o r r e c t n e s s o f
communications with shareholders and
stakeholders including communities,
interim and annual financial statements,
shareholder meeting materials, etc.
• Checking that compliance documents are
filed correctly and in a timely manner with
applicable company, securities and other
regulators, including but not limited to, the
Securities and Exchange Commission, the
Nigerian Stock Exchange the Corporate
Affairs Commission, NAFDAC, SON and
similar filings with other applicable
authorities.
• Approving policies to improve the
corporate governance system and ensuring
that DSR operates within the laws of the
Federal Republic of Nigeria and
institutionalising conduct that promotes,
maintains and enhances the integrity and
reputation of the company; and
• Establishing high standards of business
conduct and ethical behaviour for directors,
officers and employees including
disclosing potential areas of conflict of
interest and ensuring that there is an
ongoing process for ensuring compliance
with those standards.
The Board carries out the above responsibility
through the Board Committees whose terms
of reference clearly set out their roles,
responsibilities, scope of authority and
procedures for reporting to the Board. Each
committee is chaired by a Non Executive
Director to ensure strict compliance with the
principles of good corporate governance
practice, while a representative of the
shareholders chairs the Audit Committee.
The various Committees of the Board assist
the Board of Director’s in fulfilling their
oversight functions regarding financial
reporting, risk management, Internal control,
employee welfare etc in line with regulatory
and corporate governance practice
requirements.
Meetings of the Board of Directors
The Board of Directors holds at least four (4)
meetings a year, to consider important
corporate events and actions such as approval
of corporate strategy, annual corporate plan,
review of internal risk management and
control systems, performance review; direct
the affairs of the Company, its operations,
finances and formulate growth strategies. It
may however, convene a meeting whenever
the need arises. During the year under review,
the Board of Directors and the board
committees convened several meetings.
Record of Directors’ Meeting
In line with the provisions of Section 258(2) of
the Companies and Allied Matters Act, Cap.
C20 Laws of the Federation of Nigeria, 2004,
the record of Directors’ attendance at Board
meetings is available for inspection at the
Annual General Meeting.
Committees of the Board of Directors
The Board delegated some of its
responsibilities to standing committees that
consist of Executive and Non – Executive
Directors. In compliance with the practices of
good corporate governance, the Chairman of
the Board of Directors is not a member of any
of these committees. The committees are the
Governance, Finance and Audit/Risk
Corporate Governance Report
• Reviewing IT systems policies and disaster
recovery plans; and
32 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Management Committees. The committees
report to the Board of Directors on their
activities and recommendations, which are
ratified by the full Board, at a meeting.
Finance Committee
The Committee is comprised of six Directors,
with an Independent Director as Chairman.
Members of the Committee are:
Ms. Bennedikter Molokwu - Chair Person
Mr. Olakunle Alake - Member
Alhaji Abdu Dantata - Member
Engr. Abdullahi Sule - Member
Mr. Graham Clark - Member
Ms. Maryam Bashir - Member
Responsibilities of the Finance Committee
• Review and recommend for approval by
the Board, the financial and business plan
of the Company as well as its quarterly and
annual operating and capital budgets and
forecasts as well as revisions thereto
proposed by management.
• Ensure the completeness and accuracy of
financial statements – quarterly, half year
and annual accounts, make reports and
recommendations and oversee the proper
disclosure of its financial information.
• Review the capital appropriation plans of
the Company and provide advice and
guidance on the authorization limits
established by the Board.
• Review, as it is deemed appropriate, the
Company’s financial policies, capital
structure, matters affecting the capital like
mergers and acquisitions, divestments and
acquisitions, loan repayments, guarantees,
assumptions of debt, foreign currency
transactions and major disposals not in the
ordinary course of its business or that of its
subsidiaries.
• The Committee shall periodically review
investment and operation performance
the financial, accounting, actuarial and
investment policies, practices and
guidelines, tax planning and compliance
programmes and provide guidance and
advisory recommendations.
• Develop alternative strategies to improve
funding and ensure a balance between
strategic priorities and resource availability.
• Appraise major equity or other
investments, any share repurchase plans
or disposals of shareholding interests of
more than 5% or take-over action,
participation in joint ventures,
partnerships or similar initiatives and make
recommendations to the Board.
• Annually review the company’s dividend
policy and make recommendations to the
Board on the dividend to be declared.
• In accordance with the Company’s policies
and practices for the review of contractual
obligations as approved by the Board, the
committee shall review summaries
prepared by management of certain
contractual obligations including certain
human resources, business process,
outsourcing contracts and certain
consulting contracts.
• Periodically review major banking,
investment advisors, subsidiaries,
customer and competitor activities and
relationships and the impact of the
company’s actions on those relationships
and the short and long term interests.
• Review with management and the
governance committee the company’s
retirement strategy, gratuity, defined
benefit and contributions plans and make
recommendations performance and
funding of the plan assets.
Corporate Governance Report
plans, make recommendations regarding
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33D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
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Board Governance Committee
The Committee comprise of five Directors,
with an independent Director as Chairman.
Members of the Committee are:
Dr. Konyinsola Ajayi, SAN - Chairman
Mr. Uzoma Nwankwo - Member
Ms. Maryam Bashir - Member
Mr. Graham Clark - Member
Engr. Abdullahi Sule - Member
of the Board, experience and other
re-election at the AGM.
Responsibilities of the Board Governance
Committee:
• Regularly review the Board structure, size
a n d c o m p o s i t i o n a n d p r o v i d e
recommendations to the Board with
regards to any adjustments deemed
necessary.
• Regularly review the required mix of skills
qualities of the Directors in order to assess
the effectiveness of the Board as a whole,
its Committees and the contribution of
each Director.
• Make recommendations to the Board on
the appointment of new Executive and
non-executive Directors, including
alternate Directors, the composition of the
Board generally and ensure that a balance
exists between executive and non-
executive Directors.
• Identify and nominate candidates for the
approval of the Board, to fill Board
vacancies as and when they arise.
Investigate the eligibility of new Director’s
for appointment and their backgrounds,
along the lines of the approach required
for listed companies by the SEC/NSE, prior
to their appointment including the
determination of the independence or
otherwise of a prospective independent
Director.
• Recommend Directors who are retiring
per the Articles of Association or under the
provisions of CAMA to be put forward for
• Establish the general human resources
exit criteria, retirement and termination
payments and benefits for executive and
Non- executive Directors and Key Officers
and review and propose necessary
changes of the policies.
• Ensure that a fair and competitive
Remuneration Policy which defines the
criteria and mechanism for determining
levels of remuneration and the frequency
for review of such criteria and mechanism
is in place. The policy should define a
process, if necessary with the assistance of
external advisers or professional executive
recruitment firms, for the determination of
E x e c u t i v e a n d N o n - e x e c u t i v e
compensation, as well as providing to
• Conduct periodic reviews of the
organog ram, size, composition,
effectiveness of the senior management
and the human resources policies of the
organisation for the Executive Directors
and key officers against current industry
practice and emplace professional
executive recruitment publications for DSR
thereby creating a clear understanding of
the different methods of recruiting,
training, motivating, retaining and
remunerating Executive Directors and key
officers.
• Determine and recommend the criteria
necessary to measure the performance of
Directors and the senior executives and
the Directors in discharging their functions
and responsibilities including setting
performance bonuses or incentives.
• Annually evaluate the skills, competences,
knowledge and experience required on
the Board and all aspects of the Board’s
structure, composition, responsibilities,
processes and roles and make
what extent Executive Directors rewards
should be linked to corporate and
individual performance.
recommendations on the performance
Corporate Governance Report
policies including the retirement age, the
34 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
of individual, committee and Board. This
• The Directors’ fees should be fixed by the
Board and approved by the shareholders
• The Committee should put in place in
collaboration with the Company Secretary,
party transactions.
be conducted internally by the
governance committee but at least once
in three years by an external consultant.
• Ensure that a duly approved trust deed
governs the policy and administration of
the employee Shares ownership or
Incentive scheme and to recommend
acceptable changes to the policy or other
developments to the Board.
in an annual general meeting while the
Board of Directors would approve the
remuneration of each Executive Director,
including the GMD, individually taking into
consideration direct relevance of skill and
experience to the company at the
particular time.
induction and continuing education
programmes to keep the skills required on
the Board at its optimum level and in
particular ensure that corporate
governance training permeates the
organisation.
• Provide the policy and framework for
compliance with laws, regulations and
principles of corporate governance and to
provide the mechanisms for periodic
assessment of compliance, including
compliance by significant vendors and
consultants.
• Monitor changes and proposed changes in
laws, regulations and rules affecting the
organisation and obtain regular updates
from the Legal Counsel or Company
secretary regarding compliance matters.
• Communicate with the Board regarding
the organisation’s policy on ethics, code of
conduct and fraud policy as it relates to
internal control, financial reporting
• The Committee must put in place a
inspections by regulatory agencies and
auditor observations, including
investigations of standards, hazards,
compliance, misconduct or fraud are
considered and acted upon.
Audit/Risk Management Committee
The Committee comprises of seven Directors,
the Members of the Committee are:
Mr. Uzoma Nwankwo - Chairman
Ms. Bennedikter Molokwu - Member
Dr. Konyinsola Ajayi, SAN - Member
Mr. Olakunle Alake - Member
Ms. Maryam Bashir - Member
Mr. Graham Clark - Member
Engr. Abdullahi Sule - Member
Responsibilities of the Audit/Risk
Management Committee
Risk assessment and risk management are the
responsibility of Dangote Sugar Refinery Plc’s
management. The committee has an
oversight role and in that capacity will receive
reports from management concerning the
Company’s risk management principles,
policies, processes and practices so that it can
review and report to the Board that:
• Adequate systems are in place for the
effective identification and assessment of
all areas of potential material business risk
• Adequate policies, processes and
procedures have been designed and
implemented to manage identified
material risks and
• Appropriate action is undertaken to bring
the identified material risks within the
company’s risk tolerance levels.
Actions the committee will undertake to fulfill
its duties and responsibilities include the
following:
• Ensure the design and implementation of
the risk management framework and
internal control systems, in conjunction
with existing business processes and
material business risk exposures.
systems, to manage the Company’s
Corporate Governance Report
activities and all disclosures and related
performance evaluation or appraisal may mechanism, whereby the findings of any
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35D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
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• Monitor the risk profile of the Company
and risk management framework.
• Ensure the establishment of processes and
procedures for the monitoring and
evaluation of the Company’s risk
minimizing material risks that may impact
adversely on the business objectives of the
Company.
• Establish reporting guidelines for
management to report to the committee
on the effectiveness of the management of
the Company’s material business risk
exposures.
• Evaluate the adequacy and effectiveness
• Review and make recommendations on
the strategic direction, objectives and
effectiveness of the Company’s risk
management policies.
• Receive reports from management
concerning the implications of new and
emerging risks, legislative or regulatory
initiatives and changes, organizational
change and major initiatives, in order to
assess and evaluate the potential impact
on the strategy and business objectives of
the Company.
Audit Committee
In addition to the Board standing committees,
there is the audit committee, which also plays
an important role in the Company. The audit
committee is made up 6 (six) members, three
members of the Board of Directors and 3
members representing the shareholders.
In compliance with the requirement of
Corporate Governance practice, a shareholder
chairs the committee. Members of the audit
management systems to assess the
effectiveness of those systems in
of the Company’s risk management
systems by reviewing the Company’s risk
registers.
Committee are elected annually at the general
meeting. Members of the committee are :
Mr. Segun Olusanya -
Chairman/Shareholder Representative
Hadjia Muheebat Dankaka (OON) -
Shareholder Representative
Mallam Dahiru Ado -
Shareholder Representative
Ms. Bennedikter Molokwu -Director
Mr. Olakunle Alake -Director
Dr. Konyinsola Ajayi, SAN -Director
Responsibilities of the Audit Committee
The Committee carries out all such other
functions as are stipulated by the Companies
and Allied Matters Act. Cap C20 Laws of the
Federal Republic of Nigeria, 2004; in addition
to the responsibilities stated below:
• Evaluate DSR’s interim and annual
financial statements for reasonableness,
completeness and accuracy and
consistency with information known to
committee members and appropriate
accounting policies and principles prior to
issue and approval by the Board and, with
the internal and external auditors review
the integrity of DSR’s financial reporting
process.
• Review significant accounting and
reporting issues including complex or
unusual transactions, proposed
adjustments and areas of judgement
involved in the compilation of the
company’s results under accounting
standards or IFRS as well as recent
p r o f e s s i o n a l a n d r e g u l a t o r y
pronouncements especially their impact
on financial statements. The Committee
can use their own system to assess
appropriateness and conformity with IFRS
or relevant accounting standards.
• Review with management, the internal
auditors and the external auditors the
Corporate Governance Report
against the agreed company risk appetite
36
results of the audit including resolving any
reporting suggestions proposed by them.
• Review with the general counsel the
status of legal matters that may have an
effect on the financial statements and
ensure the financial statements reflect
appropriate accounting principles.
• Review annual and interim financial
statements prior to filing with regulators to
ensure that statements written by the
management’s concerning their
responsibility for the assessment of the
effectiveness of the internal control
• The Board retains responsibility for
implementing recommendations that may
arise from the financial reporting process.
Securities Trading Policy
In compliance with the provisions of Section
14 of the Amended Listing Rules of the
Nigerian Stock Exchange, 2014, the Directors
and Employees of the Company, their
immediate families, that is spouse, son,
daughter, mother or father, and other insiders
as defined under Section 315 of Investments
and Securities Act, (ISA) and Rule 110 (3) of
the SEC Rules and Regulations, are prohibited
from buying or selling shares of the Company
during the period stated below, in order to
avoid occurrence of insider trading of the
stocks of the Company, as defined under the
Investments and Securities Act, 2007.
Consequently, and in accordance with Section
14.4 of the same Rules, compliance of the
Rules by the Employees and Directors of the
Company, will be disclosed in the Company's
unaudited quarterly Financial Statements and
the Audited Financial Statements.
adjustments and assessing any improved
structure and the procedures for financial
reporting are correct.
Closed Period
The closed period shall be at the time of:
a. Declaration of Financial results (quarterly,
half-yearly and annually);
b. Declaration of Dividends (interim and
final);
c. Issue of Securities by way of Public Offer or
Rights or Bonus, etc.;
d. Any major expansion plans or winning of
bid or execution of new projects;
e. Amalgamation, mergers, takeovers and
buy-back;
f. Disposal of the whole or a substantial part
of the undertaking;
g. Any changes in policies, plans or
operations of the Company that are likely;
to materially affect the prices of the
Securities of the Company;
h. Disruption of operations due to natural
calamities;
i. Litigation/dispute with a material impact;
j. Any information which, if disclosed, in the
opinion of the person disclosing the same
is likely to materially affect the prices of the
securities of the Company.
Period of Closure
The period of closure shall be effective 15
(Fifteen days) prior to the date of any meeting
of the Board of Directors proposed to be held
to consider any of the matters referred to
above or the date of circulation of Agenda
papers pertaining to any of the matters
referred to above, whichever is earlier, up to
24 hours after the sensitive information is
submitted to the Exchange. The trading
window shall thereafter be opened.
Employees and Directors should inform the
Company Secretary in writing of their dealings
with the Company's shares on quarterly basis,
on or before two weeks to the end of the
quarter; and also confirm that they complied
with the Company's Securities Trading Policy.
Corporate Governance Report
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Growing a Sweet Harvest
Board of Directors
Aliko Dangote, GCON (Centre)
FR: Ms. Bennedikter Molokwu, Mr. Graham Clark, Ms. Maryam Bashir, Alhaji Sani Dangote
BR: Engr. Abdullahi Sule, Mr. Uzoma Nwankwo, Alhaji Abdu Dantata, Mr. Olakunle Alake, Dr. Konyinsola Ajayi, SAN
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40
Board Of Directors
Aliko Dangote is the
f o u n d e r a n d
President/CEO, Dangote
Group. He is a Business
Studies graduate of Al-
Azahar University, Cairo,
Egypt. For his philanthropy and contributions
to the growth of Nigeria’s economy, he was
awarded: the ZIK Award for professional
leadership (1992), the Sir Ahmadu Bello
International Award, the Cross River State Roll
of Honour Award (2002), the Thisday
Newspapers Award for CEO of the Year
(2005). His national awards include OON in
2000, CON in 2005 and currently GCON. He
occupies various offices in service to the
Federal Government of Nigeria.
Aliko Dangote, GCON
Chairman (Non Executive)
Mr. Graham Clark is the
G r o u p M a n a g i n g
Director of Dangote
Sugar. Mr. Clark is an
Australian, a Certified
Chartered Accountant,
with over 30 years' experience in the African
Sugar Industry. Mr. Clark was the Managing
Director of Ilovo Sugar, the largest sugar
company in Africa before he joined Dangote
Sugar in November 2013. Prior to joining Ilovo
sugar, he was the Finance Director of Lonrho
Sugar Corporation, with presence in Malawi,
Zambia, Swaziland and Mauritius. Mr. Clark is a
fellow of the Australian Institute of Chartered
Accounts.
Graham Clark
Group Managing Director
Alhaji Sani Dangote joined
in 2007. He has been on
the Board of several other
companies including
Nigerian Textile Mills Plc,
Nutra Sweet Limited, Gum
Arabic Limited, Dangote
Textile Mills Limited, Alsan Insurance Brokers,
Dan-Hydro Company Limited, Dansa Food
Processing Company Limited and Dangote
Farms Limited. He has also been Deputy
Chairman of African Gum Arabic Producers
Association and President of Lagos Polo Club.
He was also appointed as Consul-General of
the Romanian Embassy in Nigeria. He is
member of several Chambers of Commerce,
Fellow of the Chartered Institute of Shipping of
Nigeria and President of the Fertilizer
Producers and Suppliers Association. He is an
alumnus of Harvard Business School, Harvard
University.
Sani Dangote
Non-Executive Director
Engr. Abdullahi Sule has
over 30 years’ experience
in the Oil & Gas, Steel
Production, Machine
Shop Operations and
Sugar industries both in
Nigeria and the US. He was the pioneer MD of
Sadiq Petroleum Nig. Ltd, MD/CEO of African
Petroleum Plc (now Forte Oil), Director for
Business Development (Africa) at Osyka
Corporation, Houston, Texas and Country
Manager (Nigeria) at Tetra Technologies Inc,
Houston, Texas. He was the MD/CEO of
Dangote Sugar Refinery Plc (2007-2009) and
Country Director of Fairport Process
Equipment UK (2008-2011) till he was
reappointed MD/CEO of DSR Plc in December
2011. He became Deputy Group MD of
Dangote Sugar in November 2013. He holds a
BSc. in Mechanical Engineering and MSc. in
Industrial Technology from Indiana State
University, USA.
Abdullahi Sule
Dep. Group Managing Director
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41
Board Of Directors
Alhaji Abdu Garba
Dantata serves as a Non-
Executive Director of
Dangote Sugar Refinery
Plc. In addition, he has
served as Executive
Director, Sales and Marketing at Dangote
Group, having responsibility for coordinating
the sales and marketing of all products
manufactured or imported by the Group. He
has been Chairman of Agad Nigeria Limited.
Abdu Dantata
Non–Executive Director
Mr. Olakunle Alake is
Fellow of the Institute of
Chartered Accountants
of Nigeria. He started his
c a r e e r w i t h
PriceWaterhouse in
September 1984 and
joined the Dangote Group in July 1997 as
Financial Controller and Head of Strategic
Services. He was promoted to the position of
Group Strategist/Executive Director in 2001.
He received a Bachelor's degree in Civil
Engineering from Obafemi Awolowo
University, Ile- Ife, in 1983.
Olakunle Alake
Non-Executive Director
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Growing a Sweet Harvest
M s . B e n n e d i k t e r
Molokwu joined in 2007.
She is a Fellow of the
Institute of Directors and
a m e m b e r o f t h e
Nigerian Bar Association,
International Bar Association, International
Federation of Women Lawyers and Chartered
Institute of Bankers. She received an LLB
degree from the University of Nigeria, Nsukka
in 1975 and was called to the Nigerian Bar in
1976. She also received a Master's degree in
International and Comparative Law from Vrije
Universiteit Brussel, Belgium, in 1978.
Bennedikter Molokwu
Independent
Non-Executive Director
Dr. Konyinsola Ajayi, SAN
has been a Managing
Partner of the law firm of
Olaniwun Ajayi & Co.,
Legal Counsel in Nigeria
since 1980 and has over
25 years of legal experience in Energy and
Natural Resources, International Business
Transactions, Banking, Capital Markets,
Construction and Engineering, Privatization as
well as Litigation and Arbitration. He is
Member of the International Bar Association,
London, the Nigerian Bar Association and the
Nigerian Economic Summit Group.
Konyinsola Ajayi, SAN
Independent
Non-Executive Director
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 442
Ms. Maryam Bashir was
a p p o i n t e d o n 3 1
December 2013. She has
17 years of financial and
banking experience. She
received a BSc. in Business Administration
from Ahmadu Bello University, Zaria in 1983,
before obtaining her Master of Business
Administration degree in Finance from
University of Jos in 1990. She commenced her
working career in the banking sector as an
Assistant Supervisor in the Operations
Department of International Merchant Bank
Limited (IMB) and joined the United Bank for
Africa Plc (UBA) between 1994 and 2004,
where she occupied various positions
including the post of an Executive Director.
Maryam Bashir
Independent
Non-Executive Director
Mr. Uzoma Nwankwo
joined in 2007. He held
senior positions in
several international
organizations such as
Citicorp North America,
Citibank Nigeria and First
Bank of Nigeria Plc. He was Consultant/Lead
Advisor to many companies locally and
internationally in the areas of financial
management, mergers and acquisitions and
business process improvement. He joined
Dangote Industries Limited in 2005 as
Executive Director, Corporate Finance and
Treasury. He holds: M.Sc. in Agricultural
Engineering (Michigan State University, USA,
1983), MBA with specialization in Financial
and International Business Management
(University of Michigan, USA, 1987).
Uzoma Nwankwo
Non-Executive Director
Board Of Directors
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Growing a Sweet Harvest
The Directors are pleased to submit their
report together with the audited financial
statements of the Company for the year ended
31st December, 2014. The Company’s
corporate governance statements forms part
of this Director’s Report. In the opinion of the
Directors, the state of the Company’s affairs is
satisfactory, and the financial statements
presented gives a true and fair view of the
state of the Company during the financial year
under review.
1. Business Review And Results For The Year
The Company’s revenue for the year was 94,855,203
The profit for the year after taxation was 11,635,780
Dangote Sugar Refinery Plc’s outlook for 2015
and beyond shows confidently that the
company will continue operational existence
for the foreseeable future as at the time when
the Consolidate Financial Statements were
approved.
2. Principal Activities
The Company refines raw sugar into edible
sugar and sells refined sugar, at its 1.44million
MT/PA Apapa sugar refinery. The company has
begun its backward integration project with a
10 year sugar development plan, to produce
1.5 million MT/PA of sugar from locally grown
sugarcane. The project has commenced with
its acquisition of Savannah Sugar Company
Limited (SSCL) at Numan, in Adamawa State
and other Green Project sites across Nigeria.
3. Legal Form
The Company was incorporated on the 4th of
January, 2005 as a Public Limited Liability
Company. DSR shares were listed in the
Nigerian Stock Exchange, on the 18th March,
2007, and has since being traded on the NSE.
4. Directors Responsibilities
The Directors are responsible for the
preparation of the financial statements, which
give a true and fair view of the state of affairs of
the Company at the end of each financial year
and of the profit or loss for that period, and
comply with the provisions of the Companies
and Allied Matters Act, C20 Laws of the
Federation of Nigeria 2004.
? ’000
?
?
In doing so, the Directors responsibilities
include ensuring that:
a) proper accounting records are
maintained;
b) applicable accounting standards are
followed;
c) suitable accounting policies are adopted
and consistently applied;
d) judgments and estimates made are
reasonable and prudent;
e) the going concern basis is used, unless it
is inappropriate to presume that the
Company will continue in business and;
f) Internal control procedures are instituted
which as far as is reasonably possible,
safeguard the assets, prevent and detect
fraud and other irregularities.
5. Directors and their Interests
I. The names of all the Directors who held
office during the year under review and,
are currently in office are as follows:
Aliko Dangote (GCON)
Chairman
Mr. Graham Clark
Group Managing Director
Abdullahi Sule
Dep. Group Managing Director
Sani Dangote Non-Executive Director
Olakunle Alake
Bennedikter Molokwu
Konyinsola Ajayi, SAN
Mr. Uzoma Nwankwo
Alhaji Abdu Dantata
Ms. Maryam Bashir
The Director’s biographical details appear on
pages 40 to 42 of this report. Since the last
Annual General Meeting, there has been no
changes on the DSR’s Board composition. The
appointment of Directors is governed by the
Company’s Articles of Association and the
Company Allied Matters Act, CAP 20. It also
sets out the responsibilities of the Directors.
II. In accordance with Article 62(b) (c) of the
Company’s Articles of Association, the
Directors retiring by rotation are Messrs,
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Report of The DirectorsReport of The Directors
44 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
Konyinsola Ajayi, SAN and being eligible,
offer themselves for re-election.
III. No Director has a service contract not
determinable within five years.
IV. The Directors’ interest in the issued share
capital of the Company as recorded in the
Register of members and/or as notified by
them for the purpose of Section 275 of the
Companies and Allied Matters Act, C20
Laws of the Federation of Nigeria 2004 are
as follows:
Directors’ Shareholding
Number of shares held as at:-
31- Dec- 13 31-Dec- 14
’000
Aliko Dangote 653,095,014 653,095,014
Graham Clark Nil Nil
Abdullahi Sule 1,044,000 1,547,987
Sani Dangote Nil Nil
Olakunle Alake 6,864,000 6,864,000
Bennedikter Molokwu1,383,400 1,483,400
Konyinsola Ajayi, SAN Nil Nil
Uzoma Nwankwo 834,692 384,692
Abdu Dantata 1,044,000 1,044,000
Maryam Bashir Nil Nil
6. Corporate Governance
In Dangote Sugar Refinery, our actions and
interactions with our consumers, employees,
government officials, suppliers, shareholders
and other stakeholders reflect our values
beliefs and principles.
Our business is largely self-regulated and we
pride ourselves as leading our peers in the
industry and Nigeria in this regard. In addition
to self-regulation, we are committed to
conducting business in line with best practice,
in accordance with applicable laws and
regulations in Nigeria and the requirements of
the Nigerian Stock Exchange as well as in
compliance with the code of corporate
governance in Nigeria.
The Company complied with these corporate
governance requirements during the year
? ?’000
under review as set out below:
Board of Directors
The Board of Directors is responsible for the
oversight of the business, long-term strategy
and objectives, and the oversight of the
Company's risks while evaluating and
directing the implementation of controls and
procedures including, in particular,
maintaining a sound system of internal
controls to safeguard shareholders'
investments and the Company's assets. There
are currently Board meetings during each
fiscal year.
Strategy and Management
? Input into the development of the long-
term objectives and overall commercial
strategy for the Company.
? Oversight of the Company's operations.
? Review of performance in the light of the
Company's strategy, objectives, business
plans and budgets and ensuring that any
necessary corrective action is taken.
? Extension of the Company's activities into
new business or geographic areas.
? Any decision to cease to operate all or any
material part of the Company's business.
Structure and Capital
? Changes relating to the Company's capital
structure including reduction of capital,
share issues (except under employee
share plans) and share buy backs.
? Major changes to the Company's
corporate structure.
? Changes to the Company's management
and control structure.
? Any changes to the Company's listing or
its status as a Plc.
Financial Reporting and Controls
? Approval of preliminary announcements if
interim and final results
Report of The Directors
Olakunle Alake, Maryam Bashir and
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Growing a Sweet Harvest
? Approval of the annual report and
governance statement
? Approval of the dividend policy
? Declaration of the interim dividend and
recommendation of the final dividend
? Approval of any significant changes in
accounting policies or practices
? Approval of treasury policies including
foreign currency
Internal Controls
Ensuring maintenance of a sound system of
internal control and risk management
including:
? Receiving reports from the finance and
risk Committee in, and reviewing the
effectiveness of the Company's risk and
control processes to support its strategy
and objectives
? Undertaking an annual assessment of
these processes through the finance and
risk Committee and
? Approving an appropriate statement for
inclusion in the report
Contracts
? Major capital projects
? Contracts which are material strategically
by reason of size, entered into by the
Company in the ordinary course of
business, for example, bank borrowings
and acquisitions or disposals of fixed
assets of amounts above the threshold
reserved for Executive Directors under the
schedule of limits and authorities
? Major investments including the
acquisition or disposal or interest of more
than (5) percent in the voting shares of
any Company or the making of any
takeover offer
Communication
? A p p r o v a l o f r e s o l u t i o n s a n d
forward to shareholders at a general
meeting
? Approval of all circulars and listing
particulars, approval of routine
documents such as periodic circulars
about scrip dividend procedures or
exercise of conversion rights could be
delegated to a Committee
? Approval of press releases concerning
matters decided by the Board
B o a r d M e m b e r s h i p a n d o t h e r
Appointments
Changes to the structure, size and
composition of the Board, following
recommendations from the Board
Governance Committee.
Ensuring adequate succession planning for
the Board and senior management following
recommendations from the Board
Governance Committee.
? Appointments to the Board, following
recommendations by the Board
Governance Committee.
? Appointment of Non-Executive Directors
including independent Directors
following recommendations by the Board
Governance Committee.
? Membership and Chairmanship of Board
Committees
? Continuation in office of Directors at the
end of their term of office when they are
due to be re-elected by shareholders at
the AGM or otherwise as appropriate.
Report of The Directors
corresponding documentation to be put
accounts, including the corporate
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 446
? Appointment or removal of the Company
the Board Governance Committee.
? Appointment, reappointment or removal
of the external auditor to be put to
shareholders for approval, following the
recommendation of the Audit
Committee.
? Appointment to Boards of subsidiaries.
Remuneration
? Approval of the remuneration of Directors,
Company Secretary and other Senior
Executives following recommendation by
the Board Governance Committee.
? Approval of the remuneration of the Non-
Executive Directors, subject to the articles
of association and shareholder approval
a s a p p r o p r i a t e f o l l o w i n g
recommendations by the Board
Governance Committee.
? The introduction of new share incentives
plans or major changes to existing plans,
to be put to shareholders for approval
following recommendations by the Board
Governance Committee.
Delegation of Authority.
? The division of responsibilities between
the chairman and the chief executive,
which should be in writing.
? Approval of terms of reference of Board
Committees.
? Receiving reports from Board Committees
of their activities.
Performance Evaluation Process
? The Board Governance Committee
oversees a formal evaluation process to
assess the composition and performance
of the Board, each Committee, and each
? Continuation in office of Non-Executive
Directors at any time.
individual Director on an annual basis.
The assessment is conducted to ensure
members are effective and productive
and to identify opportunities for
improvement and skill set needs.
? As part of the process, each member
completes a detailed and through
questionnaire. While results are
aggregated and summarized for
discussion purposes, individual responses
are not attributed to any member and are
kept confidential to ensure honest and
candid feedback is received. The
g o v e r n a n c e a n d r e m u n e r a t i o n
Committee reports annually to the full
Board on the outcome of its
assessment. A Director will not be
nominated for re-election unless it is
affirmatively determined that he/she is
substantially contributing to the overall
effectiveness of the Board.
Code of Business Conduct and Code of
Governance for Directors
The Company has a code of business which
defines the Company's mission within a
corporate governance framework. The code is
applicable to all employees as well as
Directors and business partners of the
Company in business conduct. In our bid to
continue to create awareness on the essence
and importance of compliance and ethics to
every aspect of the Company's operations and
to bring compliance front of the mind, the
Company emphasizes on the importance of
compliance and has put in measures to
ensure that the laid out procedures are
followed at all times.
7. Substantial Interest In Shares
The Registrar has advised that according to the
Register of Members on 31st December, 2014,
apart from Dangote Industries Limited with
8,119, 200,00 ordinary shares of 50k each and
Alhaji Aliko Dangote with 653,095,014
ordinary shares of 50k each, no other
shareholder held more than 5% of the issued
share capital of the Company.
Report of The Directors
secretary following recommendations by the Board, Committees and individual
Corporate
Governance
Operational
Review
Financial
Statements
About Us
D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 47
Growing a Sweet Harvest
8. Fixed Assets
Movements in fixed assets during the year are
shown in Note 14 to the Accounts. In the
opinion of the Directors, the market value of
the Company’s properties is not less than the
value shown in the accounts.
9. Donations And Charitable Gifts
Dangote Sugar Refinery Plc. identifies with the
causes and aspirations of our operational
environment by supporting charitable and
worthy causes in the areas of education,
health, skills acquisition, poverty alleviation
and sports amongst others. During the year
under review, the following donations were
made by the Company: -
Beneficiary
Nigerian Ports Authority
HSE Committee 30,000.00
Ephraim Consulting
(Corporate Governance
Book Launch) 100,000.00
Surveillance Vehicles
for NAFDAC 15,960,000.00
16,090,000.00
During the year under review no donation was
made to any political party or organization.
?
10. Post Balance Sheet Events
There were no significant developments since
the balance sheet date which could have had
a material effect on the state of affairs of the
Company as at 31st December, 2013 and the
profit for the year ended on that date which
have been adequately recognized.
11. Company's Distributors
The Company's products are sold through
many Distributors across the whole Country.
12. Suppliers
The Company obtains its materials at arm's
length basis from overseas and local suppliers.
Amongst its main overseas and local suppliers
are SUCRES ET DENREES, Broadbent UK,
Belvoir UK and Dangote Agrosacks, Gaslink
Nigeria Ltd, Vitachem Nigeria Ltd, Biochemical
Derivatives Nigeria Ltd, Istabaraqim Nigeria
Ltd, Bulk Commodities Dubai, Fairport UK,
Unatrac, and ErriKs UK, amongst others.
Report of The Directors
13.Analysis of Shareholding as at 31st December, 2014
Range No. of Holders Holder% Units Units %
1- 10,000 85,153 83.51% 190,394,312 1.58%
10,001 - 50,000 12,894 12.64% 267,056,536 2.23%
50,001 - 500,000 3,524 3.46% 437,406,850 3.64%
500,001 – 1,000,000 154 0.15% 114,692,849 0.96%
1,000,001- 10,000,000 200 0.20% 539,463,400 4.50%
10,000,001- 50,000,000 32 0.03% 555,512,995 4.63%
50,000,001 – 100,000,000 7 0.01% 495,619,806 4.13%
100,000,001 – 500,000,000 3 0.00% 627,559,238 5.23%
500,000,001 – 12,000,000,000 2 0.00% 8,772,295,014 73.10%
101,969 100.00% 12,000,000,000 100.00%
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Dangote Sugar Refinery 2014 Annual Report Highlights

  • 1.
  • 2.
  • 3. Corporate Governance Operational Review Financial Statements About Us Corporate Governance Financials Vision, Mission, Values Global Sugar Market Chairman’s Statement Company Rerview About Us 4 5 6 10 Off loading at Apapa port, Lagos Corporate Governance Report Board of Directors Report of the Directors Operational Review Our Operation Our People Our Approach to Sustainabilty Health and Safety Food Safety Our Approach to Risk Management Group Managing Director's Review 13 19 20 21 22 23 24 29 39 43 Growing a Sweet Harvest D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Financial Highlights Statement of Director's Responsibilities in Relation to the Financial Statements Statement of Management's Responsibilities for the Preparation and Approval of the Financial Statements Statement of Directors' Responsibilities for the Preparation and Approval of the Financial Statements Report Of The Audit Committee Report of the Independent Auditors to the Members of Dangote Sugar Refinery Plc Consolidated and Separate Statement of Profit or Loss and other Comprehensive Income Consolidated and Separate Statement of Financial Position Consolidated Statement of Changes in Equity Separate Statement of Changes in Equity Consolidated and Separate Statement of Cash Flows Notes to the Consolidated and Separate Financial Statements Non IFRS Statement- Statement of Value Added Non IFRS Statement- Financial Summary Non IFRS Statement Five Year Financial Summary Notice of Annual General Meeting Directors And Professional Advisers Corporate Information Share Capitalisation History E-Dividend Mandate Form Proxy Form Unclaimed Dividend Position as at 31st December, 2014 52 53 54 55 56 57 58 59 60 61 62 63 108 109 110 112 113 114 115 117 119 120 Supplementary Information
  • 4. 4 Apapa Refinery, Lagos, Nigeria D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Values Vision, Mission, Values ? Customer Service ? Entrepreneurship ? Excellence ? Leadership To deliver consistently good returns to our shareholders by selling high-quality products at affordable prices, backed by excellent customer service. To satisfy market demand by producing the very best refined granulated sugar using exceptional resources and processes that comply with international standards and industry best practices To help Nigeria towards self-sufficiency in sugar production by moving from importation and refining to creating new plantations with their own refining facilities, close to major centres of demand, with a target to produce 1.5 million tonnes of refined sugar by 2024 across more than150,000 hectares of newly planted land. To provide economic benefits to local communities by way of direct and indirect employment. To set a good example in areas such as governance, sustainability, health and safety. Our vision is to be one of the world's leading integrated sugar producers, respected for the quality of our products and the way we conduct our business. Vision Mission
  • 5. Corporate Governance Operational Review Financial Statements About Us 5D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Sugar is a commodity whose price is determined by the dynamics of global supply and demand. Sugar production is affected by weather and the amount of land under cultivation, while the consumption of sugar is driven by macro-economic factors such as increasing wealth and population growth in the developing world, set against conscious reductions in sugar consumption elsewhere. Although global sugar consumption is rising at present, its growth is being outpaced slightly by the increase in sugar production. Over the last two years, favourable weather conditions and new sugar projects have created surplus stocks that led to a fall in the global price of raw sugar from more than $450 per tonne to less than $350. Estimates Of World Sugar Production, Consumption And Global Surplus For 2013/2014 (million Tonnes, Raw) Source Production Consumption Surplus Czarnikow 184.0 181.1 2.9 F.O. Licht 181.4 175.2 4.7 ISO 182.7 178.8 4.0 KINGSMAN 180.3 175.1 5.2 USDA 175.7 168.7 1.5 Taking an average of these estimates, sugar consumption has been on a steady increase over the past few years. In 2014, consumption rose by approximately 2.0% to 175.8MT from 172.3MT in 2013. 180 175 170 165 160 155 150 145 140 2009/2010 2010/2011 2011/2012 2012/2013 2013/2014 2014/2015 Global Sugar Production 2009/2010 - 2014/2015 (M MT) 153.4 162.2 172.3 177.6 175 172.5 Global Sugar Market in 2014
  • 6. 6 To this end, our Board is following a prudent course of action that will support our backward integration projects and enable our Company to sustain a stronger financial footing in the future. “ ” D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Chairman Aliko Dangote, GCON
  • 7. 7 Corporate Governance Operational Review Financial Statements About Us D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest My colleagues on the Board, invited guests, ladies and gentlemen. It is my pleasure to welcome you all to the 9th Annual General Meeting of our company, Dangote Sugar Refinery Plc, at which I will also present to you the Annual Report and Financial Statements for the year ended 31st December, 2014. 2014 was a year of challenges in our operating environment, particularly in the areas of declining purchasing power and security issues in the North Eastern part of the country. The situation and its impact on our business was a harsh reality, which we had to face and manage to the best of our ability. Despite challenging circumstances in the past year, the Group posted a turnover of 95 billion in 2014. Profit Before Tax (PBT) stood at billion, and Profit After Tax (PAT) billion. Earnings per share totaled 97kobo per share an 8% increase over the corresponding period in 2013. Worthy of mention is the resounding and unprecedented success of the recent presidential elections in Nigeria which gives much cause for optimism and we look forward to a stable future in the country, in which our business will thrive and continue to grow. 2014 Dividends It remains the Company's policy to return part of its profits as dividends to shareholders at the end of each business year. The dividend paid depends on the Company's financial performance, investment decisions, liquidity levels and banks balances. In view of the significant investments required for our backward integration projects, your company is in need of additional funding. As such, your ? ? 15.3 ? 11.6 Board has taken the decision to reduce the dividend payment for the year from 60 kobo per share to 40 kobo per share. This is a transitional situation, requiring our short term sacrifices in order to build for the future, and is necessary for us to maintain prudent capital and liquidity levels, to sustain our operations, in tandem with our backward integration projects. To this end, your Board is following a prudent course of action that will support our backward integration projects and enable our Company to sustain a stronger financial footing in the future. The Global Sugar Market Conditions in the global sugar market were generally favourable to our refining business in 2014. The consumer demand in emerging markets remains subdued, despite population growth and the seeming gradual recovery in market economies, world sugar prices reflected surplus supply conditions and maintained a downward trend. From the very late 1990's up until 2014, the Global Sugar Manufacturing industry has had to contend with increasing production and volatile price levels. The increasing diversion of sugar stocks to ethanol production in Brazil did however, limit the buildup of surplus stocks. Raw sugar prices declined during the year, which led to a reduction in the dollar value of our raw sugar imports within the period. Also, the European Commission confirmed the abolition of sugar quotas from October 2017, and this placed a further cap on world sugar prices. As European sugar producers position themselves for a post-quota market, we will continue to expect more volatility in market prices. Nigerian Sugar Market in 2014 The Nigerian Sugar Market has seen an increase in investment activity during the year owing to the various initiatives that were prompted by the implementation of the Federal Government's National Sugar Development Plan. This plan has seen the Chairman’s Statement “2014 was a year of challenges in our operating environment, particularly in the areas of declining purchasing power and security issues in the north eastern part of the country” Distinguished shareholders,
  • 8. D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 48 existing sugar operators invest in sugar plantations across the country in addition to consolidating their own refining activities. Despite a sluggish global demand trend, our market remained strong in the year. We had to contend with heightened insecurity in north eastern Nigeria, along with other consumer oriented businesses. Access to our key markets was hampered, while we also had to grapple with reduced consumer purchasing power and the periodic menace of low-priced unlicensed imported sugar. Notwithstanding this, our local sales volumes exceeded 780,000 tonnes in 2014, a slight reduction on the prior year. Our Strategy Recall that we have already begun the implementation of our sugar development plans. Ten years from now, our target is to produce 1.5 million tonnes of refined sugar from locally grown sugarcane that is processed at our own, onsite facilities in locations close to key Nigerian markets. We will maximise opportunities to benefit from the extended value chain in sugar production, with the production of fuel ethanol and the generation of electricity from our factories. We believe that our expansion project will generate more than 100,000 job opportunities in the coming decade. In 2014, we carried out an evaluation of our projects with the help of our technical partners. As a result of this evaluation, we have adjusted our expansion plans in line with market conditions and will now implement the overall project in stages. We have begun with the rehabilitation of the Savannah Sugar operations as a model for our plan, which will then be replicated across our other project sites. The Savannah rehabilitation will be undertaken in parallel with the greenfield development of a 23,000 hectars project in Taraba State within the next 3-5 years. This will be followed by the development of our other sites to cumulate the project within the 10 year plan. Oil and Currency Impact in Short-Medium Term The beginning of 2015 has seen a carryover of the challenging business environment with even more impact on our cash resources. The devaluation of the naira amongst other uncertainties cast a shadow on the business environment. Lower oil prices and the naira depreciation had an impact on our raw material costs and we recognise that passing these costs fully to the already liquidity squeezed consumer environment is a major challenge. The Central Bank of Nigeria closed the RDAS/WDAS Foreign Exchange Window and directed all demand for foreign exchange to the Interbank Foreign Exchange Market. This development together with a general shortage of foreign currency and any further devaluation of the naira, will make the current business year difficult for us, as we consolidate and invest for the future. However, we have a firm belief in the viability of the Nigerian economy, and maintain a positive outlook for future investment. The Board will continue to guide our Company by employing strategies that will guarantee a sustainable future for our business. Chairman’s Statement Improvements in Governance and Risk Management We are driven by a desire to contribute positively towards the development of the communities in which we operate, and to society at large. As such, our Environment, Health & Safety, and Social Investment Agendas were enhanced during the year under review across all our operations. “We are driven by a desire to contribute positively towards the development of the communities in which we operate, and to society at large.”
  • 9. Corporate Governance Operational Review Financial Statements About Us 9D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest The Board is a firm believer that the sustainability of our business is interwoven with the health & safety of our people and a strong attitude of caring for our environment. This is guided by good corporate governance and effective risk management initiatives that are now being implemented within the Group. Dangote Sugar will continue to implement its sustainability agenda, which is the platform it uses in the delivery of its commitments with focus on environmental awareness, promoting health and safety and minimising the risks within our operations. Board of Directors Since the last Annual General Meeting, there have been no changes in the Board composition. The Board is currently made up of two (2) Executive Directors, Eight (8) Non–Executive Directors including the Chairman, three (3) of which are Independent. Three (3) Directors will retire by rotation at this meeting and the Directors eligible will present themselves for re-election at this meeting. Details of the members of the Board of Directors are shown on pages 39 to 42 of the annual report. Chairman Aliko Dangote, GCON Chairman’s Statement Despite our present economic challenges, the Board remains very confident that our company is positioned strongly to enhance its leadership position and our expansion strategy will deliver business success and long-term value for shareholders. My sincere appreciation goes to my fellow Directors for their contributions. I also appreciate our esteemed shareholders, customers, suppliers and every stakeholder for their continued support and partnership. Our employees remain the key to our success, and without their commitment, all the operational improvements we have recorded over the years, would not have been possible. I am confident that we have the right strategy, the people and resources to continuously deliver sustainable growth for the company, and returns to shareholders in the years ahead. Thank you. Apapa Refinery Jetty
  • 10. Ibese, Ogun State, Nigeria Dangote Sugar Refinery Plc (“Dangote Sugar” or “DSR”) is a household name in the sugar refining sector of the Nigerian Food and Beverage Industry. Our entry into the sugar business dates back to the 1970s with the import and sale of sugar by our parent company, Dangote Industries Limited. Today, Dangote Sugar is a leading brand that has made a remarkable impact on the Nigerian sugar sector. Our sugar refining facility at Apapa is the largest in Sub-Saharan Africa, with 1.44MT per annum installed capacity. Our core competences include: ? Refining of raw sugar to make high- quality Vitamin A fortified and non- fortified granulated white sugar ? Marketing and distribution of our refined sugar grades in 50kg, 1kg, 500g & 250g packages ? Cultivation and milling of sugar cane to finished sugar from our subsidiary, Savannah Sugar Company Limited ? Development of greenfield projects in line with our strategy, “Sugar for Nigeria,” Nigeria's National Sugar Master Plan In addition, our business provides key value- added support services for our customers i n c l u d i n g l o g i s t i c s , s u p p l y - c h a i n management, credit and risk advice, sales and merchandising. We operate to international standards of food production, health and safety and have been honoured with numerous awards for our work. Dangote Sugar Refinery Plc was listed on the main board of the Nigerian Stock Exchange (NSE) on 18th March, 2007. With more than 102,000 shareholders as at 31st December, 2014, the authorized share capital of DSR Plc is ? 6 billion, amounting to 12 billion shares of 50 kobo each. Dangote Industries Limited has a majority shareholding of approximately 67.66% while 32.34% is held by other shareholders. Company Overview D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 410 which in turn is an integral part of Raw Sugar Shed at Apapa RefineryRaw Sugar Shed at Apapa Refinery
  • 11. Operational Review D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest 11D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest
  • 12. D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
  • 13. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 13D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Dangote Sugar Refinery, Apapa Our flagship refinery complex is located at Apapa Wharf in Lagos, with a dedicated jetty that berths large shipments of raw sugar from Brazil. The facility was commissioned in 2000, with an initial refining capacity of 600,000MTPA. Over the years, the facility has undergone two major upgrades that have turned it into one of the largest sugar refineries in the world with 1.44MTPA refining capacity. The refinery is powered efficiently with gas and/or Low-Pour Fuel Oil (LPFO) with 16MW of in-house generating capability. Over 2013-14, the facility benefited from further upgrades that now enable it to achieve more efficient sugar yields. We continue to improve its efficiency and are installing a new high-pressure boiler, upgrading automation and improving energy conservation. The energy-saving project is an advanced engineering intervention to improve the efficient use of energy in our sugar refining process. When completed, the scheme is expected to reduce our cost of production, increase productivity and further improve the quality of our refined sugar. Together, these initiatives will enhance our competitive position in the Nigerian sugar industry. Our refining operations are supported by warehouses located strategically across the country and served by more than 400 trucks that take our finished products to market. Sugar for Nigeria - The Future of our Business Nigeria has always imported sugar, either raw for refining or in its refined and granulated forms. This dependence on imports is a reflection on the fact that until recently, Nigeria has had no native sugar production industry of any scale and there was little incentive to create one. Yet Nigeria is a country that is blessed with abundant fertile land suitable for planting sugar cane. Recognising this paradox, the Federal Government drew up the Nigerian Sugar Master Plan, which is an ambitious drive to make Nigeria self-sufficient in this most basic commodity, at the same time reducing outflows of Nigerian cash for imports and creating thousands of jobs in sugar production. This policy of ‘Backward Our Operations
  • 14. 14 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Integration’ – achieving self-sufficiency by turning importers into producers has already achieved spectacular success in the Cement industry where, benefiting from favourable tax incentives and the phasing out of imports, our sister company, Dangote Cement Plc, has almost single-handedly made Nigeria self- sufficient in cement. Dangote Sugar is an integral part of this national plan. In 2012, we committed ourselves to becoming an integrated sugar business, serving local and export markets from integrated plantation and refinery sites that we plan to build across Nigeria. Our goal over the next ten years is to reach a capacity to produce 1.5 million tonnes of refined sugar every year from locally grown sugarcane. At the same time, we will sustain and improve our existing refining operations as necessary. Pursuing this goal will ensure that Dangote Sugar becomes a global force in sugar production, for the benefit of our shareholders and all Nigeria. We have set out to achieve this target by the planting and cultivation of sugarcane on new plantations covering more than 150,000 hectares of land across a number of sites in Nigeria. The implementation of our development plan has commenced with the rehabilitation and expansion of Savannah Sugar in Adamawa State, which was acquired in December 2012. As shown in the map below, we plan other integrated sites in locations close to suitable land with good irrigation, close to key markets. We have begun acquiring additional sites and are engaging competent technical partners to plan and develop the necessary agricultural work, factory design and project planning. Our Operations KEY Green Field Projects Savannah Sugar Estate Highlights of Dangote Sugar's Expansion Plan ? Move from port-based refining to fully integrated sugar production within Nigeria, thereby helping Nigeria to achieve self-sufficiency in sugar production ? Develop, in the next 5-10 years, the capacity to produce 1.5 million tonnes of sugar a year from more than150,000 hectares of locally grown cane at existing and new plantations ? Create more than 100,000 new employment opportunities Anam bra Enugu Akwa Ibom Adamawa Abia Bauchi Bayelsa Benue Borno Cross River Delta Ebonyi Edo Ekiti Gombe Imo Jigawa Kaduna Kano Katsina Kebbi Kogi Kwara Lagos Nasarawa Niger Ogun Ondo Osun Oyo Plateau Rivers Sokoto Taraba Yobe Zamfara Abuja FCT
  • 15. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 15D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Savannah Sugar Company Limited Savannah Sugar Company Limited (SSCL) is an existing cane sugar production operation located on 32,000 hectares of land in Numan, Adamawa State, Nigeria, with a milling capacity of 50,000 tonnes of sugar per annum. At present, however, SSCL produces refined sugar from just 6,750 hectares of sugar cane cultivated on its sugarcane fields. As part of our growth strategy, SSCL is undergoing rehabilitation and expansion so that much more of its land can be planted and harvested effectively. Investments have already been made and are ongoing in land preparation and development, farm machinery, environmental improvements, employee welfare and manpower training and development. This expansion project will increase sugar milling capacity to some 260,000 tonnes of sugar per annum, from sugar cane produced on approximately 25,000 hectares of cultivated land. Rehabilitation of the SSCL estate has commenced and land development and planting of new areas to sugarcane will continue over the next two years. The project will include the development of 25,000 hectares of land by 2018, an out-growers scheme and the refurbishment of infrastructure within the estate, as well as a significant upgrade to its existing factory. In addition, a new factory is also under consideration to process the increased cane supply. SSCL employs 700 full-time staff, and 4800 part-time staff, with seasonal workers during the harvest season. Our Operations New Sugarcane plantation at Savannah
  • 16. 16 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Our Operations Expansion Projects Apart from the rehabilitation of Savannah Sugar’s plantation and factory infrastructure, our growth strategy to farm more than 150,000 hectares of planted sugarcane by 2023 includes the creation of integrated plantation and refinery facilities at the following locations: • Lau/Tau, Taraba State • Hadejia, Jigawa State • Zaria kalakala, Kebbi State • Kpada, Kwara/Kogi States Integrated sugar mills will be sited at these locations to: • Refine white sugar from locally grown sugarcane to sell into local markets and where appropriate, to export to other markets across West Africa. • Generate power from bagasse for own use, with any excess electricity being sold to the national grid. • Produce Fuel Ethanol (ethyl alcohol). • Produce Animal feed from molasses and bagasse . • Produce Bio-Fertilizer from press- m u d / f i l t e r c a k e d u r i n g s u g a r manufacturing. Expansion Project Phase 1 This first phase of the project has begun with pre-project implementation activities including: • New site selection/suitability (soil Assessmtnt, topography, climate, water and Irrigation potential) • Project design, detailed studies and development of implementation strategy • Partnership with technical consultants to conduct feasibility studies and develop appropriate designs • Investment in farm machinery and equipment • New sites survey and land development; industrial development; housing and amenities This phase also includes the rehabilitation and expansion of Savannah Sugar’s estate, which will be used as a model for the other locations. We have begun with the following activities: • Land development and expansion of cane production at Savannah. • Refurbishment/Upgrade of SSCL facilities (factory, housing & amenities). • Reintroduction of a robust out-growers scheme. • Charting community relations & development initiatives guided by consultations and engagements with the local communities in which we will operate. The initiative will be i m p l e m e n t e d t h r o u g h v a r i o u s environmental, healthcare, educational, skills acquisition and job creation programmes to make a positive impact on the living standards in these communities, aimed towards fostering a sound cordial relationship with them. Lau/Tau, Taraba State Project The Lau & Tau Sugar Project will be the first of the new sites to be developed over the next three years. The area is located on the south bank of the Benue River in Taraba State, about 30 km Northeast of Jalingo. The project will be an independent sugar estate, as per the Savannah model, with its own sugarcane plantation and mill. Land acquisition for the site is nearing completion and pre-project development activities have commenced on the site. Soil and topographic surveys of the land have been concluded and verification of irrigation water availability is underway to better determine bulk water supply and the location of abstraction points. An environmental and social impact assessment is also in progress. Seed cane production; planting; irrigation;
  • 17. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 17D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Our Operations Initially, 18,000 hectares growing to 23,000 hectares will be planted with room for the development of nearby lands as an out- growers scheme. The project will produce 2.3 million tonnes of sugarcane. Lau/Tau will have a cane milling factory capable of handling 12,000 tonnes/day, and the aim is to produce 250,000 tonnes of refined sugar per annum. The main source of irrigation for the Lau and Tau project will be the Benue and Lamurde Rivers. To achieve our target for factory commissioning in 2018, we have started building up our cane supply with the establishment of a sugarcane nursery at Lau & Tau. The seed cane nursery will be used to plant a commercial nursery, and thereafter to fully develop the total area to be planted. The cane from the nursery will be used to plant sugarcane during the next three years, with a target of 2018 for the first commercial harvest. This will coincide with the commissioning of a new factory at the site.
  • 18. 18 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Hadejia, Jigawa State Project The Jigawa State project site is a 21,449 hectares of land located at Hadejia. An environmental and soil impact assessment is underway. In addition, soil surveys and topographical assessments have been completed. Our technical partner have commenced the agricultural design as part of a detailed feasibility study. Factory requirements will be met by the design of a 12,000tonne/day sugarcane milling facility. Expansion Project Phase 2: Kebbi And Kwara/kogi States Projects, 5-10 Years The second phase of expansion into new sites will cover two further locations in Kebbi and Kwara/Kogi states over the next 5 to 10 years. These projects will have integrated sugar operations on 60,000ha area in Kebbi State, and 36,000ha at Kwara/Kogi States. The approvals for the sites have been obtained from the relevant authorities and the soil and topographical surveys concluded. We are now finalising the land acquisition processes. Once concluded, the pre-project activities will commence at these locations to ensure the target deadline is met. Our Operations New Sugarcane Nursery at Lau/Tau, Taraba State Project Site
  • 19. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 19D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Our people continue to be the driving force behind our business, therefore, our human resources and manpower development strategies are aligned with our business objectives and aspirations. During the year under review, we reviewed our organisational development, with talent management, performance management, employee engagement and competitive appraisal systems redesigned to motivate our employees. We are building capability and leadership among our people and attracting some of the best talent in the marketplace. The development of relevant competences remains an important priority for management. During the year, in addition to 'on the job learning', 96% of employees attended in- house training, local and international learning and developmental courses to upgrade their skills for optimal performance. Our People The Group has designed and is implementing a performance management system, which will help us to identify gaps in our reward system and address specific training development needs of our employees. The Company has maintained harmonious industrial relations with employees. With our robust aspirations for the future, our employees are carried along with developments in the company with periodic briefing by our management. We will continue to upgrade the skills and competences of our people to firmly position us as a leading sugar industry business. 1. 2. 3. Employee Long Service Award Recipient Employee SAP Super User Award recipient Cross section of staff at the SAP Super User Awards 21 3
  • 20. 20 Our Approach To Sustainability Our sustainability approach is driven by a desire to contribute and impact positively towards the development of the immediate communities we operate in and society at large. In 2014, our Environmental, Health and Safety, and Social Investment efforts were enhanced with the consolidation of existing and development of new group-wide policies that will guide our approach to this very important aspect of our businesses. These efforts are coordinated by a central group directorate at our parent company, Dangote Industries, who work with the sustainability team in Dangote Sugar to ensure that policies and standards are implemented to meet the specific requirements of each business. For Dangote Sugar, this sustainability agenda guides the delivery of our commitments in this area, with focus on promoting Health and safety within our operations, as well as supporting our commitments to the host communities of our projects. 1. Savannah Sugar Staff School Children 2. & 3. Presentation of the Patrol Vehicles to NAFDAC 3 2 1
  • 21. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 21D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest We are committed to the implementation and maintenance of Occupational Health and Safety Management Systems (OHSMS) that aim at the prevention of occupational injury and ill–health to all people who have access to the organisation's workplace. A strong commitment to continuous improvement is needed for production, sales and delivery of refined granulated white sugar in compliance with relevant legal, statutory and other requirements. During the year under review, we enhanced our commitment to ensuring zero accidents across our operations, with an improved health and safety strategy, with the objective of building and reinforcing a winning safety culture amongst employees. Our slogan remains: “Safety First. If it is not safe, don't do it.” The occupational health & safety policy is documented, monitored and sustained through adequate communication, supervision and awareness creation to all employees, suppliers and all stakeholders in line with the requirements of the OHSAS 18001:2007 safety system. Health, safety and environmental workshops are organised for all employees with a broad focus on continuous improvement to ensure Health and Safety a safe working environment, with minimal risk to their health, as we strive to achieve zero accidents in our operations. In addition, the Staff Welfare Unit organizes health awareness talks, seminars and programmes with professionals in the health sector on various health issues and diseases such as HIV/AIDS, high blood pressure, personal hygiene, Ebola, Diabetes, and other serious diseases. 1. OH & S Certificate 2. Cross section of DSR HSE officers & Fire Marshals 2 1
  • 22. 22 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 The Dangote Sugar Refinery Plc food safety policy ensures that our operations in refining, sales and distribution of granulated white sugar meet statutory, regulatory and consumer food safety requirements, using the most appropriate food grade production facilities under hygienic conditions, whilst also maintaining effective communication with stakeholders on food safety issues. Our food safety policy is supported by measurable objectives that are monitored, maintained and continually reviewed with the objectives: a. To provide wholesome and nutritious sugar that supports healthy living b. To achieve 100% compliance with all relevant customers', statutory and regulatory food safety requirements c. To ensure that all relevant parties in the food production chain are aware of, and comply with the company's food safety requirement. Dangote Sugar Refinery Plc is FSMS (Food S a f e t y M a n a g e m e n t Sy s t e m ) I SO 22000:2005, certified, and we are working towards the achievement of the FSSC 22000 (Food Safety System Certification); before the end of the 2015 business year. The FSSC 22000 (Food Safety System Certification) is a Global Food Safety Initiative (GFSI). This food safety certification and other efforts in the continuous improvement of our product quality and standards has made Dangote Sugar the preferred brand of most multinational corporations in the Nigerian food and beverage sector. Food Safety picture to be adviced “Our food safety policy is supported by measurable objectives that are monitored, maintained and continually reviewed to achieve 100% compliance, with applicable customers, Statutory/regulatory food safety requirements” 1. Employees handling the Retail Sugar Packaging 2. Vee Processor: the Vitamin A Mixer. Vitamin A is added to our sugar for the required 25,000 iu/kg minimum Dangote Sugar Retail Packaging Plant @ Ikeja 3. 1 2 3
  • 23. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 23D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Our Approach To Risk Management Risk management remains integral to our operational strategy and the achievement of our long-term goals. Given the volatile environment we operate in, our businesses are subject to risks and uncertainties. The Board, therefore, have during the year under review paid particular attention to sharpening our focus on the following key risk areas: credit, market, liquidity, operational and safety risks. A new approach to risk management was developed, with a robust risk framework piloted by the Audit and Audit/Risk Management Committee of the Board of Directors, in line with internationally accepted standards. The Board of Directors are advised by its audit and audit/risk management committee where appropriate; they regularly review the significant risks and decisions that could have a material impact on our business. These reviews provide a clear position on the level of risk that we can take in pursuit of our business strategies, and the effectiveness of the management controls in place to mitigate the risk exposures. The risk management department has been strengthened by the appointment of professional risk managers to ensure a holistic fit-for-purpose approach, with a robust framework for timely identification, measurement, control, reporting and monitoring of risks in the company. This approach has been designed to provide reasonable assurance that our assets are safeguarded, while the risks facing the businesses are assessed on a continuous basis to mitigate any eventualities. Periodically, the audit and audit/risk committee, through the Group risk team review and assess the internal controls and procedures, approved by the Board of Directors; testing effectiveness and the remedial actions to be taken should the need arise. As a result, our people are more aware that our success as an organisation does not just depend on our ability to identify and exploit the opportunities that are available in the markets we operate in. In addition, we must adopt a prudent approach to risk management, which if not well managed could impact on our ability to meet our targets and profitability and could also be detrimental to our reputation.
  • 24. 24 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 During 2014, our primary focus was to enhance our operational efficiency, focus on our growth plans, increase sugar production, and to continue to provide for the needs and requirements of our customers, employees and stakeholders generally. Regular communication with our investor community continued via quarterly financial and performance updates designed to give a better understanding of the key drivers of our business, as well as describing our achievements, challenges and aspirations for the future. Our performance in 2014 was negatively impacted by operational challenges including disruptions to the supply of natural gas (our primary energy source) to the Apapa Refinery, currency depreciation and the challenges of the security situation in North-Eastern Nigeria. We were, however, able to mitigate the impact of Group Managing Director's Review “Our sales and marketing objectives during the year remained the sustenance of our leadership position and enabled us to maintain the largest market share in Nigeria.” these factors by commissioning an alternative boiler fuel system (using low pour fuel oil), which sustained our operations, whilst also benefitting from lower raw sugar prices during the year. We were able to increase selling prices to offset cost increases brought about by currency devaluation in the last quarter of 2014. Our sales team worked continuously with our trade customers to sustain their needs in troubled parts of the country and we were also able to improve the supply of high quality refined sugar to our corporate customers. Group sugar production totaled 838,993 tonnes for the year, compared to 819,996 tonnes produced in 2013. A total of 832,660 tonnes of refined sugar was produced at the Apapa refinery (2013: 814,910 tonnes). At Savannah, sugar production increased to 6,333 tonnes from 5,036 tonnes produced in 2013, reflecting the beginning of our rehabilitation and expansion activities. Group sugar sales volume was 781,319 tonnes (2013: 804,258 tonnes). Local sales declined by 3%, reflecting the challenges faced in the domestic market. No sugar was exported in the year compared to 15,000 tonnes exported in 2013, this being due to unattractive export prices prevailing during 2014. Turnover for the year reached ? 95billion, (2013 ? 103billion), and the refinery achieved a gross operating margin of 23% compared to 26% in 2013. Group profit before tax and profit after tax stood at ? 15.3b and ? 11.6billion, respectively, compared to ? 16.3billion and ? 10.8billion achieved in 2013. Group earnings per share increased from 90 to 97 kobo per share. During the year, our cash needs were met from cash generated from our Apapa Refinery operations. Investments made in respect of the various projects we have embarked upon in sugar production and equipment/operational upgrades were funded from these internal resources, as well as our expansion project needs. These investments are the foundation that will support our sustainable growth over time by improving our operational efficiencies, output and returns to shareholders in the years to come. As part of our operational focus, we continue to implement various projects at the Apapa Refinery geared towards achieving improved operational efficiency and increased output. Graham Clark Group Managing Director
  • 25. Corporate Governance Operational Review Financial Statements About Us 25D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest We are also in the process of upgrading our quality systems, working towards achieving the Food Safety System Certification (FSSC 2200); a Global Food Safety Initiative (GFSI) recognised scheme, before the end of 2015. This certification will further boost our food safety standards and position our product as the preferred brand to companies in the pharmaceutical and food and beverage industries in Nigeria. Our activities were further enhanced in the year with a strengthened Enterprise Wide Risk Management approach. This will enable us to better manage existing and emerging business risks via a process that effectively identifies, measures and monitors the risk environment in which we operate. The introduction of a capital projects function will also help us to successfully undertake capital projects through planning, project management and formal tracking against our project objectives. Our sales and marketing objectives during the year remained the sustenance of our leadership position and enabled us to maintain the largest market share in Nigeria. To achieve this, we focused on the upgrading of our sales and marketing strategy by developing and implementing new initiatives to maximise our strengths in the market. Fixed-term supply agreements were negotiated with corporate customers, customer performance incentives were continued and technical and market support was provided where needed. To this end, we established new distributors, enforced rigorous compliance to our trade terms and facilitated customer forums to enable us to work with our customers to maximise their growth potential. Our sugar development projects continued in the year, with technical evaluation and design activities for our identified opportunities being progressed. The agricultural and factory rehabilitation of Savannah is ongoing, and a total of 1,223 hectares was redeveloped in the year, with plant, equipment and field machinery deployed as necessary. This redevelopment area will increase to a targeted 2,735 hectares in 2015, and accelerate thereafter to fully develop all available land over the next 3 years. The 2014, sugar production season at Savannah commenced in January 2014 and ended in April 2014. Cane production during the year was negatively impacted by the challenges faced on the estate in the prior year. As a result, cane yields remained low, although higher than the prior season average, and a total of 123,494 tonnes of cane was harvested, compared to 102,181 tonnes of cane harvested in 2013. The 2015 harvest commenced in January 2015, with improved cane yields being recorded to date following new area planted and improved cane husbandry on the estate. The sucrose content in the cane is also much improved and sugar production in the coming season stands to exceed prior-year achievements. Our additional expansion plans on the identified sites continues to gain momentum, with our goal remaining to achieve 1.5 million tonnes of refined sugar per annum in the next 10 years, from locally grown sugar cane that is produced and processed at the new facilities in Nigeria. We have redrawn our project implementation plans to develop these new projects in two phases. Group Managing Director's Review Retail Sugar Packaging Plant
  • 26. 26 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 The first phase will include the ongoing rehabilitation and expansion of Savannah to ultimately produce 260,000 tonnes of refined sugar per annum. In parallel, we will commence the development of the Lau/Tau project in Taraba State and will also mobilise to commence the development of a second new site at Hadejia in Jigawa State. Site evaluation and technical design work is progressing in respect of these two new sites and land acquisition procedures are nearing completion at Lau/Tau and continue at Hadejia. It is anticipated that these projects will span a 5- year horizon, the intention being to produce up to 750,000 tonnes of refined sugar in this first phase. When the first phase of our development is nearing completion, the second phase of our expansion plan will be to commence development in Kebbi, Kwara and Kogi States. Site evaluation and technical analysis of these sites is underway in order to complete all preliminary work well ahead of the development timetable for these sites. As an organisation, sustainability and equitable growth remain key drivers of our business operations. During the past year, various Group Managing Director's Review Land preparation activities at Savannah sustainability initiatives have been progressed to improve our environmental, health and safety and social investment agendas. Ultimately these initiatives will contribute to improved operational efficiency, the reduction of operating costs and better management of operational risk. The implementation of enhanced health and safety initiatives continues in order to improve the working environment of our employees. Ongoing safety awareness campaigns and the implementation of improved workplace safety procedures is part of our drive to upgrade and heighten workplace safety awareness amongst our workforce, service providers and visitors to our facilities. We will continue to strive towards an accident free environment with health and safety procedures designed to lift the wellbeing and productivity of our workforce. The outlook for 2015 remains challenging in the face of external factors such as currency devaluation that might have an impact on our business. Attention will be focused to mitigating the potential negative impact of these factors as we strive to sustain our growth during 2015. Graham Clark Group Managing Director
  • 27. Corporate Governance Operations reviews Financial Statements About Us Corporate Governance Operational Review Financial Statements About Us 27D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Corporate Governance D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 27 Growing a Sweet Harvest
  • 28. 28 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
  • 29. Corporate Governance Operational Review Financial Statements About Us D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 29 Growing a Sweet Harvest Corporate Governance Report Dear Shareholder, Dangote Sugar Refinery Plc. (DSR) is committed to best practice and procedures in Corporate Governance. The Board put in place mechanisms that assist it to review, on a regular basis, the operations of the Company so as to ensure that our business is conducted in accordance with good Corporate Governance and global best practices. Transparency in Financial Reporting and Internal Control Dangote Sugar Refinery Plc produces a comprehensive annual report and financial statements in compliance with the Company and Allied Matters Act. We put in place adequate internal control procedures and ensure that the documents reveal the business and provide detailed audited financial statements in accordance with the relevant accounting standards and regulations. E-dividend Consistent with the Dangote Sugar Refinery Plc business strategy, shareholder value Creation and commitment to good Corporate Governance, we are encouraging our shareholders to embrace the e-dividend. This is to enable us to pay the dividend due to shareholders by crediting their bank accounts with dividends immediately after they are declared. Consequently, we have requested all shareholders to complete the detachable form in the annual report, in order to provide our registrars, Veritas Registrars Limited, with their bank and other details. Board of Directors The Board currently consists of ten (10) members, the Chairman, Group Managing Director, Deputy Group Managing Director and seven non-executive Directors, three (3) of whom are Independent Directors. The Board has the overall responsibility for ensuring that the Company is appropriately managed towards the achievement of the Company’s strategic objectives. The Board is headed by a non–executive Chairman. Responsibilities of the Board Of Directors The general responsibilities of the Board include but are not limited to the following: • Defining the vision, goals, objectives and strategic priorities including recruiting and evaluating the performance of the Officers; reviewing the company’s organisation and remuneration structure; and establishing a succession plan for the GMD and the senior officers. • Establishing the overall business objectives and strategies, and through an institutionalised strategic planning process, consider whether they continue to be appropriate in the context of the b u s i n e s s e n v i r o n m e n t , t a k i n g responsibility for issuing the audited financial statements and ensuring the high quality and reasonableness of the accounting and financial management. • Reviewing the short, medium and long- term strategic, financial and business plans including reviewing the annual budget of the company as well as major risks to which the company is exposed. • Providing a broad oversight of the overall activities and affairs of DSR and the effective performance of management and monitoring the deployment of financial and human resources for the achievement of those plans. Aliko Dangot ON Chairman of the Bo e, GC ard
  • 30. 30 • Reviewing and approving all major capital investments, divestments, mergers and acquisitions or other business combinations. • Establishing procedures for the approval of and approving all significant acquisitions and major contracts outside the ordinary course of business. • Approving the declaration of dividends, stock buy-backs and new issuances of shares, restructure of the capital and share reconstructions including those associated with employee equity or incentive programmes. • Approving the framework for the delegation of authority to the GMD and Management and defining the powers reserved for the Board. • Approving the appointment of other directors including their training as may be recommended by the governance committee. • Ensuring that an effective management team is in place and appointing key officers of the Company, including the GMD, company secretary and internal auditor. • Approving a competitive compensation structure for the non-executive Directors subject to the Articles of Association and laying the statutory Directors’ fee before the A G M f o r a p p r o v a l u p o n t h e recommendation of the governance committee. • Approving a mandate or charter for the Board and establishing Board Committees as well as approving their mandates or charters. • Receiving concise reports from Board Committees at the next Board meeting after the committee meeting and a written report or copies of the minutes. • Setting performance objectives and the company and its committees and ensuring the regular evaluation of the effectiveness and performance of and the operations of the Company and associated companies. • Periodically reviewing the organogram and approving all major changes to the structure of the organisation as well as reviewing the management succession plan and human resources plan. • Overseeing employee compensation plans to ensure that they are consistent with the sustainable achievement of business objectives, prudent management of operations and consistent with ongoing assessments of the risks to which the company is exposed. • Approving a risk management framework, setting the risk threshold, monitoring the major risks to the Company and ensuring that management takes actions to mitigate those threats, which may include but are not limited to those pertaining to operations, raw raterials, product or stock availability, quality, price, liquidity, interest and exchange rate changes, capital market dynamics, on-going availability of capital and fash flow to operate the business, profitability, insurance, safety, people and reputation risks. • Ensuring that an effective and secure Whistle Blowing Policy and adequate structures by which staff and stakeholders can raise concerns about possible or potential improprieties are in place. • Ensuring there is an appropriate framework of internal controls in place and monitor ongoing reports on the adequacy and continuous improvement in such controls. Corporate Governance Report D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 expenditure and material projects such as approving key performance indicators for
  • 31. Corporate Governance Operational Review Financial Statements About Us 31D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest • Approving that the appointment, reappointment or removal of the external auditor be put to the Annual General Meeting for approval and recommending to the general meeting, the appointment of the external auditor as determined by the audit committee. • Approving all policies and revisions thereof, including those pertaining to corporate disclosure and communications, finance and accounting, credit, risk management, operations, IT, liquidity, funding, profitability and capital management. • O v e r s e e i n g t h e c o r r e c t n e s s o f communications with shareholders and stakeholders including communities, interim and annual financial statements, shareholder meeting materials, etc. • Checking that compliance documents are filed correctly and in a timely manner with applicable company, securities and other regulators, including but not limited to, the Securities and Exchange Commission, the Nigerian Stock Exchange the Corporate Affairs Commission, NAFDAC, SON and similar filings with other applicable authorities. • Approving policies to improve the corporate governance system and ensuring that DSR operates within the laws of the Federal Republic of Nigeria and institutionalising conduct that promotes, maintains and enhances the integrity and reputation of the company; and • Establishing high standards of business conduct and ethical behaviour for directors, officers and employees including disclosing potential areas of conflict of interest and ensuring that there is an ongoing process for ensuring compliance with those standards. The Board carries out the above responsibility through the Board Committees whose terms of reference clearly set out their roles, responsibilities, scope of authority and procedures for reporting to the Board. Each committee is chaired by a Non Executive Director to ensure strict compliance with the principles of good corporate governance practice, while a representative of the shareholders chairs the Audit Committee. The various Committees of the Board assist the Board of Director’s in fulfilling their oversight functions regarding financial reporting, risk management, Internal control, employee welfare etc in line with regulatory and corporate governance practice requirements. Meetings of the Board of Directors The Board of Directors holds at least four (4) meetings a year, to consider important corporate events and actions such as approval of corporate strategy, annual corporate plan, review of internal risk management and control systems, performance review; direct the affairs of the Company, its operations, finances and formulate growth strategies. It may however, convene a meeting whenever the need arises. During the year under review, the Board of Directors and the board committees convened several meetings. Record of Directors’ Meeting In line with the provisions of Section 258(2) of the Companies and Allied Matters Act, Cap. C20 Laws of the Federation of Nigeria, 2004, the record of Directors’ attendance at Board meetings is available for inspection at the Annual General Meeting. Committees of the Board of Directors The Board delegated some of its responsibilities to standing committees that consist of Executive and Non – Executive Directors. In compliance with the practices of good corporate governance, the Chairman of the Board of Directors is not a member of any of these committees. The committees are the Governance, Finance and Audit/Risk Corporate Governance Report • Reviewing IT systems policies and disaster recovery plans; and
  • 32. 32 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Management Committees. The committees report to the Board of Directors on their activities and recommendations, which are ratified by the full Board, at a meeting. Finance Committee The Committee is comprised of six Directors, with an Independent Director as Chairman. Members of the Committee are: Ms. Bennedikter Molokwu - Chair Person Mr. Olakunle Alake - Member Alhaji Abdu Dantata - Member Engr. Abdullahi Sule - Member Mr. Graham Clark - Member Ms. Maryam Bashir - Member Responsibilities of the Finance Committee • Review and recommend for approval by the Board, the financial and business plan of the Company as well as its quarterly and annual operating and capital budgets and forecasts as well as revisions thereto proposed by management. • Ensure the completeness and accuracy of financial statements – quarterly, half year and annual accounts, make reports and recommendations and oversee the proper disclosure of its financial information. • Review the capital appropriation plans of the Company and provide advice and guidance on the authorization limits established by the Board. • Review, as it is deemed appropriate, the Company’s financial policies, capital structure, matters affecting the capital like mergers and acquisitions, divestments and acquisitions, loan repayments, guarantees, assumptions of debt, foreign currency transactions and major disposals not in the ordinary course of its business or that of its subsidiaries. • The Committee shall periodically review investment and operation performance the financial, accounting, actuarial and investment policies, practices and guidelines, tax planning and compliance programmes and provide guidance and advisory recommendations. • Develop alternative strategies to improve funding and ensure a balance between strategic priorities and resource availability. • Appraise major equity or other investments, any share repurchase plans or disposals of shareholding interests of more than 5% or take-over action, participation in joint ventures, partnerships or similar initiatives and make recommendations to the Board. • Annually review the company’s dividend policy and make recommendations to the Board on the dividend to be declared. • In accordance with the Company’s policies and practices for the review of contractual obligations as approved by the Board, the committee shall review summaries prepared by management of certain contractual obligations including certain human resources, business process, outsourcing contracts and certain consulting contracts. • Periodically review major banking, investment advisors, subsidiaries, customer and competitor activities and relationships and the impact of the company’s actions on those relationships and the short and long term interests. • Review with management and the governance committee the company’s retirement strategy, gratuity, defined benefit and contributions plans and make recommendations performance and funding of the plan assets. Corporate Governance Report plans, make recommendations regarding
  • 33. Corporate Governance Operational Review Financial Statements About Us 33D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest Board Governance Committee The Committee comprise of five Directors, with an independent Director as Chairman. Members of the Committee are: Dr. Konyinsola Ajayi, SAN - Chairman Mr. Uzoma Nwankwo - Member Ms. Maryam Bashir - Member Mr. Graham Clark - Member Engr. Abdullahi Sule - Member of the Board, experience and other re-election at the AGM. Responsibilities of the Board Governance Committee: • Regularly review the Board structure, size a n d c o m p o s i t i o n a n d p r o v i d e recommendations to the Board with regards to any adjustments deemed necessary. • Regularly review the required mix of skills qualities of the Directors in order to assess the effectiveness of the Board as a whole, its Committees and the contribution of each Director. • Make recommendations to the Board on the appointment of new Executive and non-executive Directors, including alternate Directors, the composition of the Board generally and ensure that a balance exists between executive and non- executive Directors. • Identify and nominate candidates for the approval of the Board, to fill Board vacancies as and when they arise. Investigate the eligibility of new Director’s for appointment and their backgrounds, along the lines of the approach required for listed companies by the SEC/NSE, prior to their appointment including the determination of the independence or otherwise of a prospective independent Director. • Recommend Directors who are retiring per the Articles of Association or under the provisions of CAMA to be put forward for • Establish the general human resources exit criteria, retirement and termination payments and benefits for executive and Non- executive Directors and Key Officers and review and propose necessary changes of the policies. • Ensure that a fair and competitive Remuneration Policy which defines the criteria and mechanism for determining levels of remuneration and the frequency for review of such criteria and mechanism is in place. The policy should define a process, if necessary with the assistance of external advisers or professional executive recruitment firms, for the determination of E x e c u t i v e a n d N o n - e x e c u t i v e compensation, as well as providing to • Conduct periodic reviews of the organog ram, size, composition, effectiveness of the senior management and the human resources policies of the organisation for the Executive Directors and key officers against current industry practice and emplace professional executive recruitment publications for DSR thereby creating a clear understanding of the different methods of recruiting, training, motivating, retaining and remunerating Executive Directors and key officers. • Determine and recommend the criteria necessary to measure the performance of Directors and the senior executives and the Directors in discharging their functions and responsibilities including setting performance bonuses or incentives. • Annually evaluate the skills, competences, knowledge and experience required on the Board and all aspects of the Board’s structure, composition, responsibilities, processes and roles and make what extent Executive Directors rewards should be linked to corporate and individual performance. recommendations on the performance Corporate Governance Report policies including the retirement age, the
  • 34. 34 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 of individual, committee and Board. This • The Directors’ fees should be fixed by the Board and approved by the shareholders • The Committee should put in place in collaboration with the Company Secretary, party transactions. be conducted internally by the governance committee but at least once in three years by an external consultant. • Ensure that a duly approved trust deed governs the policy and administration of the employee Shares ownership or Incentive scheme and to recommend acceptable changes to the policy or other developments to the Board. in an annual general meeting while the Board of Directors would approve the remuneration of each Executive Director, including the GMD, individually taking into consideration direct relevance of skill and experience to the company at the particular time. induction and continuing education programmes to keep the skills required on the Board at its optimum level and in particular ensure that corporate governance training permeates the organisation. • Provide the policy and framework for compliance with laws, regulations and principles of corporate governance and to provide the mechanisms for periodic assessment of compliance, including compliance by significant vendors and consultants. • Monitor changes and proposed changes in laws, regulations and rules affecting the organisation and obtain regular updates from the Legal Counsel or Company secretary regarding compliance matters. • Communicate with the Board regarding the organisation’s policy on ethics, code of conduct and fraud policy as it relates to internal control, financial reporting • The Committee must put in place a inspections by regulatory agencies and auditor observations, including investigations of standards, hazards, compliance, misconduct or fraud are considered and acted upon. Audit/Risk Management Committee The Committee comprises of seven Directors, the Members of the Committee are: Mr. Uzoma Nwankwo - Chairman Ms. Bennedikter Molokwu - Member Dr. Konyinsola Ajayi, SAN - Member Mr. Olakunle Alake - Member Ms. Maryam Bashir - Member Mr. Graham Clark - Member Engr. Abdullahi Sule - Member Responsibilities of the Audit/Risk Management Committee Risk assessment and risk management are the responsibility of Dangote Sugar Refinery Plc’s management. The committee has an oversight role and in that capacity will receive reports from management concerning the Company’s risk management principles, policies, processes and practices so that it can review and report to the Board that: • Adequate systems are in place for the effective identification and assessment of all areas of potential material business risk • Adequate policies, processes and procedures have been designed and implemented to manage identified material risks and • Appropriate action is undertaken to bring the identified material risks within the company’s risk tolerance levels. Actions the committee will undertake to fulfill its duties and responsibilities include the following: • Ensure the design and implementation of the risk management framework and internal control systems, in conjunction with existing business processes and material business risk exposures. systems, to manage the Company’s Corporate Governance Report activities and all disclosures and related performance evaluation or appraisal may mechanism, whereby the findings of any
  • 35. Corporate Governance Operational Review Financial Statements About Us 35D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest • Monitor the risk profile of the Company and risk management framework. • Ensure the establishment of processes and procedures for the monitoring and evaluation of the Company’s risk minimizing material risks that may impact adversely on the business objectives of the Company. • Establish reporting guidelines for management to report to the committee on the effectiveness of the management of the Company’s material business risk exposures. • Evaluate the adequacy and effectiveness • Review and make recommendations on the strategic direction, objectives and effectiveness of the Company’s risk management policies. • Receive reports from management concerning the implications of new and emerging risks, legislative or regulatory initiatives and changes, organizational change and major initiatives, in order to assess and evaluate the potential impact on the strategy and business objectives of the Company. Audit Committee In addition to the Board standing committees, there is the audit committee, which also plays an important role in the Company. The audit committee is made up 6 (six) members, three members of the Board of Directors and 3 members representing the shareholders. In compliance with the requirement of Corporate Governance practice, a shareholder chairs the committee. Members of the audit management systems to assess the effectiveness of those systems in of the Company’s risk management systems by reviewing the Company’s risk registers. Committee are elected annually at the general meeting. Members of the committee are : Mr. Segun Olusanya - Chairman/Shareholder Representative Hadjia Muheebat Dankaka (OON) - Shareholder Representative Mallam Dahiru Ado - Shareholder Representative Ms. Bennedikter Molokwu -Director Mr. Olakunle Alake -Director Dr. Konyinsola Ajayi, SAN -Director Responsibilities of the Audit Committee The Committee carries out all such other functions as are stipulated by the Companies and Allied Matters Act. Cap C20 Laws of the Federal Republic of Nigeria, 2004; in addition to the responsibilities stated below: • Evaluate DSR’s interim and annual financial statements for reasonableness, completeness and accuracy and consistency with information known to committee members and appropriate accounting policies and principles prior to issue and approval by the Board and, with the internal and external auditors review the integrity of DSR’s financial reporting process. • Review significant accounting and reporting issues including complex or unusual transactions, proposed adjustments and areas of judgement involved in the compilation of the company’s results under accounting standards or IFRS as well as recent p r o f e s s i o n a l a n d r e g u l a t o r y pronouncements especially their impact on financial statements. The Committee can use their own system to assess appropriateness and conformity with IFRS or relevant accounting standards. • Review with management, the internal auditors and the external auditors the Corporate Governance Report against the agreed company risk appetite
  • 36. 36 results of the audit including resolving any reporting suggestions proposed by them. • Review with the general counsel the status of legal matters that may have an effect on the financial statements and ensure the financial statements reflect appropriate accounting principles. • Review annual and interim financial statements prior to filing with regulators to ensure that statements written by the management’s concerning their responsibility for the assessment of the effectiveness of the internal control • The Board retains responsibility for implementing recommendations that may arise from the financial reporting process. Securities Trading Policy In compliance with the provisions of Section 14 of the Amended Listing Rules of the Nigerian Stock Exchange, 2014, the Directors and Employees of the Company, their immediate families, that is spouse, son, daughter, mother or father, and other insiders as defined under Section 315 of Investments and Securities Act, (ISA) and Rule 110 (3) of the SEC Rules and Regulations, are prohibited from buying or selling shares of the Company during the period stated below, in order to avoid occurrence of insider trading of the stocks of the Company, as defined under the Investments and Securities Act, 2007. Consequently, and in accordance with Section 14.4 of the same Rules, compliance of the Rules by the Employees and Directors of the Company, will be disclosed in the Company's unaudited quarterly Financial Statements and the Audited Financial Statements. adjustments and assessing any improved structure and the procedures for financial reporting are correct. Closed Period The closed period shall be at the time of: a. Declaration of Financial results (quarterly, half-yearly and annually); b. Declaration of Dividends (interim and final); c. Issue of Securities by way of Public Offer or Rights or Bonus, etc.; d. Any major expansion plans or winning of bid or execution of new projects; e. Amalgamation, mergers, takeovers and buy-back; f. Disposal of the whole or a substantial part of the undertaking; g. Any changes in policies, plans or operations of the Company that are likely; to materially affect the prices of the Securities of the Company; h. Disruption of operations due to natural calamities; i. Litigation/dispute with a material impact; j. Any information which, if disclosed, in the opinion of the person disclosing the same is likely to materially affect the prices of the securities of the Company. Period of Closure The period of closure shall be effective 15 (Fifteen days) prior to the date of any meeting of the Board of Directors proposed to be held to consider any of the matters referred to above or the date of circulation of Agenda papers pertaining to any of the matters referred to above, whichever is earlier, up to 24 hours after the sensitive information is submitted to the Exchange. The trading window shall thereafter be opened. Employees and Directors should inform the Company Secretary in writing of their dealings with the Company's shares on quarterly basis, on or before two weeks to the end of the quarter; and also confirm that they complied with the Company's Securities Trading Policy. Corporate Governance Report D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 difficulties that were encountered,
  • 37. Corporate Governance Operational Review Financial Statements About Us 37D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest
  • 38. Board of Directors Aliko Dangote, GCON (Centre) FR: Ms. Bennedikter Molokwu, Mr. Graham Clark, Ms. Maryam Bashir, Alhaji Sani Dangote BR: Engr. Abdullahi Sule, Mr. Uzoma Nwankwo, Alhaji Abdu Dantata, Mr. Olakunle Alake, Dr. Konyinsola Ajayi, SAN
  • 39. Corporate Governance Operational Review Financial Statements About Us 39D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest
  • 40. 40 Board Of Directors Aliko Dangote is the f o u n d e r a n d President/CEO, Dangote Group. He is a Business Studies graduate of Al- Azahar University, Cairo, Egypt. For his philanthropy and contributions to the growth of Nigeria’s economy, he was awarded: the ZIK Award for professional leadership (1992), the Sir Ahmadu Bello International Award, the Cross River State Roll of Honour Award (2002), the Thisday Newspapers Award for CEO of the Year (2005). His national awards include OON in 2000, CON in 2005 and currently GCON. He occupies various offices in service to the Federal Government of Nigeria. Aliko Dangote, GCON Chairman (Non Executive) Mr. Graham Clark is the G r o u p M a n a g i n g Director of Dangote Sugar. Mr. Clark is an Australian, a Certified Chartered Accountant, with over 30 years' experience in the African Sugar Industry. Mr. Clark was the Managing Director of Ilovo Sugar, the largest sugar company in Africa before he joined Dangote Sugar in November 2013. Prior to joining Ilovo sugar, he was the Finance Director of Lonrho Sugar Corporation, with presence in Malawi, Zambia, Swaziland and Mauritius. Mr. Clark is a fellow of the Australian Institute of Chartered Accounts. Graham Clark Group Managing Director Alhaji Sani Dangote joined in 2007. He has been on the Board of several other companies including Nigerian Textile Mills Plc, Nutra Sweet Limited, Gum Arabic Limited, Dangote Textile Mills Limited, Alsan Insurance Brokers, Dan-Hydro Company Limited, Dansa Food Processing Company Limited and Dangote Farms Limited. He has also been Deputy Chairman of African Gum Arabic Producers Association and President of Lagos Polo Club. He was also appointed as Consul-General of the Romanian Embassy in Nigeria. He is member of several Chambers of Commerce, Fellow of the Chartered Institute of Shipping of Nigeria and President of the Fertilizer Producers and Suppliers Association. He is an alumnus of Harvard Business School, Harvard University. Sani Dangote Non-Executive Director Engr. Abdullahi Sule has over 30 years’ experience in the Oil & Gas, Steel Production, Machine Shop Operations and Sugar industries both in Nigeria and the US. He was the pioneer MD of Sadiq Petroleum Nig. Ltd, MD/CEO of African Petroleum Plc (now Forte Oil), Director for Business Development (Africa) at Osyka Corporation, Houston, Texas and Country Manager (Nigeria) at Tetra Technologies Inc, Houston, Texas. He was the MD/CEO of Dangote Sugar Refinery Plc (2007-2009) and Country Director of Fairport Process Equipment UK (2008-2011) till he was reappointed MD/CEO of DSR Plc in December 2011. He became Deputy Group MD of Dangote Sugar in November 2013. He holds a BSc. in Mechanical Engineering and MSc. in Industrial Technology from Indiana State University, USA. Abdullahi Sule Dep. Group Managing Director D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4
  • 41. Corporate Governance Operational Review Financial Statements About Us 41 Board Of Directors Alhaji Abdu Garba Dantata serves as a Non- Executive Director of Dangote Sugar Refinery Plc. In addition, he has served as Executive Director, Sales and Marketing at Dangote Group, having responsibility for coordinating the sales and marketing of all products manufactured or imported by the Group. He has been Chairman of Agad Nigeria Limited. Abdu Dantata Non–Executive Director Mr. Olakunle Alake is Fellow of the Institute of Chartered Accountants of Nigeria. He started his c a r e e r w i t h PriceWaterhouse in September 1984 and joined the Dangote Group in July 1997 as Financial Controller and Head of Strategic Services. He was promoted to the position of Group Strategist/Executive Director in 2001. He received a Bachelor's degree in Civil Engineering from Obafemi Awolowo University, Ile- Ife, in 1983. Olakunle Alake Non-Executive Director D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Growing a Sweet Harvest M s . B e n n e d i k t e r Molokwu joined in 2007. She is a Fellow of the Institute of Directors and a m e m b e r o f t h e Nigerian Bar Association, International Bar Association, International Federation of Women Lawyers and Chartered Institute of Bankers. She received an LLB degree from the University of Nigeria, Nsukka in 1975 and was called to the Nigerian Bar in 1976. She also received a Master's degree in International and Comparative Law from Vrije Universiteit Brussel, Belgium, in 1978. Bennedikter Molokwu Independent Non-Executive Director Dr. Konyinsola Ajayi, SAN has been a Managing Partner of the law firm of Olaniwun Ajayi & Co., Legal Counsel in Nigeria since 1980 and has over 25 years of legal experience in Energy and Natural Resources, International Business Transactions, Banking, Capital Markets, Construction and Engineering, Privatization as well as Litigation and Arbitration. He is Member of the International Bar Association, London, the Nigerian Bar Association and the Nigerian Economic Summit Group. Konyinsola Ajayi, SAN Independent Non-Executive Director
  • 42. D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 442 Ms. Maryam Bashir was a p p o i n t e d o n 3 1 December 2013. She has 17 years of financial and banking experience. She received a BSc. in Business Administration from Ahmadu Bello University, Zaria in 1983, before obtaining her Master of Business Administration degree in Finance from University of Jos in 1990. She commenced her working career in the banking sector as an Assistant Supervisor in the Operations Department of International Merchant Bank Limited (IMB) and joined the United Bank for Africa Plc (UBA) between 1994 and 2004, where she occupied various positions including the post of an Executive Director. Maryam Bashir Independent Non-Executive Director Mr. Uzoma Nwankwo joined in 2007. He held senior positions in several international organizations such as Citicorp North America, Citibank Nigeria and First Bank of Nigeria Plc. He was Consultant/Lead Advisor to many companies locally and internationally in the areas of financial management, mergers and acquisitions and business process improvement. He joined Dangote Industries Limited in 2005 as Executive Director, Corporate Finance and Treasury. He holds: M.Sc. in Agricultural Engineering (Michigan State University, USA, 1983), MBA with specialization in Financial and International Business Management (University of Michigan, USA, 1987). Uzoma Nwankwo Non-Executive Director Board Of Directors
  • 43. Corporate Governance Operational Review Financial Statements About Us D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 43 Growing a Sweet Harvest The Directors are pleased to submit their report together with the audited financial statements of the Company for the year ended 31st December, 2014. The Company’s corporate governance statements forms part of this Director’s Report. In the opinion of the Directors, the state of the Company’s affairs is satisfactory, and the financial statements presented gives a true and fair view of the state of the Company during the financial year under review. 1. Business Review And Results For The Year The Company’s revenue for the year was 94,855,203 The profit for the year after taxation was 11,635,780 Dangote Sugar Refinery Plc’s outlook for 2015 and beyond shows confidently that the company will continue operational existence for the foreseeable future as at the time when the Consolidate Financial Statements were approved. 2. Principal Activities The Company refines raw sugar into edible sugar and sells refined sugar, at its 1.44million MT/PA Apapa sugar refinery. The company has begun its backward integration project with a 10 year sugar development plan, to produce 1.5 million MT/PA of sugar from locally grown sugarcane. The project has commenced with its acquisition of Savannah Sugar Company Limited (SSCL) at Numan, in Adamawa State and other Green Project sites across Nigeria. 3. Legal Form The Company was incorporated on the 4th of January, 2005 as a Public Limited Liability Company. DSR shares were listed in the Nigerian Stock Exchange, on the 18th March, 2007, and has since being traded on the NSE. 4. Directors Responsibilities The Directors are responsible for the preparation of the financial statements, which give a true and fair view of the state of affairs of the Company at the end of each financial year and of the profit or loss for that period, and comply with the provisions of the Companies and Allied Matters Act, C20 Laws of the Federation of Nigeria 2004. ? ’000 ? ? In doing so, the Directors responsibilities include ensuring that: a) proper accounting records are maintained; b) applicable accounting standards are followed; c) suitable accounting policies are adopted and consistently applied; d) judgments and estimates made are reasonable and prudent; e) the going concern basis is used, unless it is inappropriate to presume that the Company will continue in business and; f) Internal control procedures are instituted which as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities. 5. Directors and their Interests I. The names of all the Directors who held office during the year under review and, are currently in office are as follows: Aliko Dangote (GCON) Chairman Mr. Graham Clark Group Managing Director Abdullahi Sule Dep. Group Managing Director Sani Dangote Non-Executive Director Olakunle Alake Bennedikter Molokwu Konyinsola Ajayi, SAN Mr. Uzoma Nwankwo Alhaji Abdu Dantata Ms. Maryam Bashir The Director’s biographical details appear on pages 40 to 42 of this report. Since the last Annual General Meeting, there has been no changes on the DSR’s Board composition. The appointment of Directors is governed by the Company’s Articles of Association and the Company Allied Matters Act, CAP 20. It also sets out the responsibilities of the Directors. II. In accordance with Article 62(b) (c) of the Company’s Articles of Association, the Directors retiring by rotation are Messrs, Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Report of The DirectorsReport of The Directors
  • 44. 44 D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 Konyinsola Ajayi, SAN and being eligible, offer themselves for re-election. III. No Director has a service contract not determinable within five years. IV. The Directors’ interest in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the purpose of Section 275 of the Companies and Allied Matters Act, C20 Laws of the Federation of Nigeria 2004 are as follows: Directors’ Shareholding Number of shares held as at:- 31- Dec- 13 31-Dec- 14 ’000 Aliko Dangote 653,095,014 653,095,014 Graham Clark Nil Nil Abdullahi Sule 1,044,000 1,547,987 Sani Dangote Nil Nil Olakunle Alake 6,864,000 6,864,000 Bennedikter Molokwu1,383,400 1,483,400 Konyinsola Ajayi, SAN Nil Nil Uzoma Nwankwo 834,692 384,692 Abdu Dantata 1,044,000 1,044,000 Maryam Bashir Nil Nil 6. Corporate Governance In Dangote Sugar Refinery, our actions and interactions with our consumers, employees, government officials, suppliers, shareholders and other stakeholders reflect our values beliefs and principles. Our business is largely self-regulated and we pride ourselves as leading our peers in the industry and Nigeria in this regard. In addition to self-regulation, we are committed to conducting business in line with best practice, in accordance with applicable laws and regulations in Nigeria and the requirements of the Nigerian Stock Exchange as well as in compliance with the code of corporate governance in Nigeria. The Company complied with these corporate governance requirements during the year ? ?’000 under review as set out below: Board of Directors The Board of Directors is responsible for the oversight of the business, long-term strategy and objectives, and the oversight of the Company's risks while evaluating and directing the implementation of controls and procedures including, in particular, maintaining a sound system of internal controls to safeguard shareholders' investments and the Company's assets. There are currently Board meetings during each fiscal year. Strategy and Management ? Input into the development of the long- term objectives and overall commercial strategy for the Company. ? Oversight of the Company's operations. ? Review of performance in the light of the Company's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken. ? Extension of the Company's activities into new business or geographic areas. ? Any decision to cease to operate all or any material part of the Company's business. Structure and Capital ? Changes relating to the Company's capital structure including reduction of capital, share issues (except under employee share plans) and share buy backs. ? Major changes to the Company's corporate structure. ? Changes to the Company's management and control structure. ? Any changes to the Company's listing or its status as a Plc. Financial Reporting and Controls ? Approval of preliminary announcements if interim and final results Report of The Directors Olakunle Alake, Maryam Bashir and
  • 45. Corporate Governance Operational Review Financial Statements About Us D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 45 Growing a Sweet Harvest ? Approval of the annual report and governance statement ? Approval of the dividend policy ? Declaration of the interim dividend and recommendation of the final dividend ? Approval of any significant changes in accounting policies or practices ? Approval of treasury policies including foreign currency Internal Controls Ensuring maintenance of a sound system of internal control and risk management including: ? Receiving reports from the finance and risk Committee in, and reviewing the effectiveness of the Company's risk and control processes to support its strategy and objectives ? Undertaking an annual assessment of these processes through the finance and risk Committee and ? Approving an appropriate statement for inclusion in the report Contracts ? Major capital projects ? Contracts which are material strategically by reason of size, entered into by the Company in the ordinary course of business, for example, bank borrowings and acquisitions or disposals of fixed assets of amounts above the threshold reserved for Executive Directors under the schedule of limits and authorities ? Major investments including the acquisition or disposal or interest of more than (5) percent in the voting shares of any Company or the making of any takeover offer Communication ? A p p r o v a l o f r e s o l u t i o n s a n d forward to shareholders at a general meeting ? Approval of all circulars and listing particulars, approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a Committee ? Approval of press releases concerning matters decided by the Board B o a r d M e m b e r s h i p a n d o t h e r Appointments Changes to the structure, size and composition of the Board, following recommendations from the Board Governance Committee. Ensuring adequate succession planning for the Board and senior management following recommendations from the Board Governance Committee. ? Appointments to the Board, following recommendations by the Board Governance Committee. ? Appointment of Non-Executive Directors including independent Directors following recommendations by the Board Governance Committee. ? Membership and Chairmanship of Board Committees ? Continuation in office of Directors at the end of their term of office when they are due to be re-elected by shareholders at the AGM or otherwise as appropriate. Report of The Directors corresponding documentation to be put accounts, including the corporate
  • 46. D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 446 ? Appointment or removal of the Company the Board Governance Committee. ? Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee. ? Appointment to Boards of subsidiaries. Remuneration ? Approval of the remuneration of Directors, Company Secretary and other Senior Executives following recommendation by the Board Governance Committee. ? Approval of the remuneration of the Non- Executive Directors, subject to the articles of association and shareholder approval a s a p p r o p r i a t e f o l l o w i n g recommendations by the Board Governance Committee. ? The introduction of new share incentives plans or major changes to existing plans, to be put to shareholders for approval following recommendations by the Board Governance Committee. Delegation of Authority. ? The division of responsibilities between the chairman and the chief executive, which should be in writing. ? Approval of terms of reference of Board Committees. ? Receiving reports from Board Committees of their activities. Performance Evaluation Process ? The Board Governance Committee oversees a formal evaluation process to assess the composition and performance of the Board, each Committee, and each ? Continuation in office of Non-Executive Directors at any time. individual Director on an annual basis. The assessment is conducted to ensure members are effective and productive and to identify opportunities for improvement and skill set needs. ? As part of the process, each member completes a detailed and through questionnaire. While results are aggregated and summarized for discussion purposes, individual responses are not attributed to any member and are kept confidential to ensure honest and candid feedback is received. The g o v e r n a n c e a n d r e m u n e r a t i o n Committee reports annually to the full Board on the outcome of its assessment. A Director will not be nominated for re-election unless it is affirmatively determined that he/she is substantially contributing to the overall effectiveness of the Board. Code of Business Conduct and Code of Governance for Directors The Company has a code of business which defines the Company's mission within a corporate governance framework. The code is applicable to all employees as well as Directors and business partners of the Company in business conduct. In our bid to continue to create awareness on the essence and importance of compliance and ethics to every aspect of the Company's operations and to bring compliance front of the mind, the Company emphasizes on the importance of compliance and has put in measures to ensure that the laid out procedures are followed at all times. 7. Substantial Interest In Shares The Registrar has advised that according to the Register of Members on 31st December, 2014, apart from Dangote Industries Limited with 8,119, 200,00 ordinary shares of 50k each and Alhaji Aliko Dangote with 653,095,014 ordinary shares of 50k each, no other shareholder held more than 5% of the issued share capital of the Company. Report of The Directors secretary following recommendations by the Board, Committees and individual
  • 47. Corporate Governance Operational Review Financial Statements About Us D A N G O T E S U G A R R E F I N E R Y P L C A N N U A L R E P O R T 2 0 1 4 47 Growing a Sweet Harvest 8. Fixed Assets Movements in fixed assets during the year are shown in Note 14 to the Accounts. In the opinion of the Directors, the market value of the Company’s properties is not less than the value shown in the accounts. 9. Donations And Charitable Gifts Dangote Sugar Refinery Plc. identifies with the causes and aspirations of our operational environment by supporting charitable and worthy causes in the areas of education, health, skills acquisition, poverty alleviation and sports amongst others. During the year under review, the following donations were made by the Company: - Beneficiary Nigerian Ports Authority HSE Committee 30,000.00 Ephraim Consulting (Corporate Governance Book Launch) 100,000.00 Surveillance Vehicles for NAFDAC 15,960,000.00 16,090,000.00 During the year under review no donation was made to any political party or organization. ? 10. Post Balance Sheet Events There were no significant developments since the balance sheet date which could have had a material effect on the state of affairs of the Company as at 31st December, 2013 and the profit for the year ended on that date which have been adequately recognized. 11. Company's Distributors The Company's products are sold through many Distributors across the whole Country. 12. Suppliers The Company obtains its materials at arm's length basis from overseas and local suppliers. Amongst its main overseas and local suppliers are SUCRES ET DENREES, Broadbent UK, Belvoir UK and Dangote Agrosacks, Gaslink Nigeria Ltd, Vitachem Nigeria Ltd, Biochemical Derivatives Nigeria Ltd, Istabaraqim Nigeria Ltd, Bulk Commodities Dubai, Fairport UK, Unatrac, and ErriKs UK, amongst others. Report of The Directors 13.Analysis of Shareholding as at 31st December, 2014 Range No. of Holders Holder% Units Units % 1- 10,000 85,153 83.51% 190,394,312 1.58% 10,001 - 50,000 12,894 12.64% 267,056,536 2.23% 50,001 - 500,000 3,524 3.46% 437,406,850 3.64% 500,001 – 1,000,000 154 0.15% 114,692,849 0.96% 1,000,001- 10,000,000 200 0.20% 539,463,400 4.50% 10,000,001- 50,000,000 32 0.03% 555,512,995 4.63% 50,000,001 – 100,000,000 7 0.01% 495,619,806 4.13% 100,000,001 – 500,000,000 3 0.00% 627,559,238 5.23% 500,000,001 – 12,000,000,000 2 0.00% 8,772,295,014 73.10% 101,969 100.00% 12,000,000,000 100.00%