MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF CEMENTOS ARGOS LIMITED.

The minutes of meeting of the Board of Directors of CEMENTOS ARGOS LIMITED held on the
24th day of November, 2022 at NECA House, CBD , Alausa lkeja, Lagos State.

Present:
1. Mr Adeyemi Amuwo - Chairman
2. Mrs Ese Adejuwon - Secretary
3. Mr Ademuyiwa Adeleye - Director
4. Mr Adegboyega Adepegba - Director
5. Mrs Aderonke Ajetunmobi - Director
6. Mrs Oyeyemi Banmeke - Director
7. Mrs Titilayo Cadmus - Director
8. Ms Edu-Adeola Tolani -Director
9. Ms Enemhnye Ehigiator -Director
10. Mr George Akingbola -Director
11. Mr Ladipo Olusegun -Director
12. Ms Olukemi Manliki -Director
13. Mr Adisa Odekunle -Director
14. Mrs Gbemisola Oduwole -Director
15. Mrs Toyin Olaore -Director
16.Mr Rabiu Olowo -Director
17. Mr Bamidele Oseni -Director

AGENDA:
1. Adoption of the Agenda
2. Adoption of the minutes of last meeting
3. Matter Arising
- Consideration of Committees Reports:
o Remunerations and Nomination Committee.
o Audit, Finance and Risk Management Committee.
o Governance and Compliance Committee.
4. AOB
5. Closing/Adjournment

The Chairman confirmed if there was quorum. Quorum was confirmed by the Secretary. All
Directors were present.
The Chairman confirmed if all members received the notice of meeting. All members confirmed
in the affirmative
The meeting commenced at 12:10pm and Mr. Amuwo(Chairman) welcome the members of the
Board to the meeting.
The chairman asked if there were comments or objections on the agenda. No comment and no
objection raised. The Chairman called for the adoption of the agenda. Motion to adopt was
moved by Mrs Titilayo Cadmus and seconded by Mr George Akngbola. The motion was
unanimously supported by members. The agenda was adopted

The chairman called for comments on minutes of last minutes of meeting. Mrs Aderonke
Ajetumobi observed that her name was incorrectly spelt in the minutes. This was noted and will
be amended accordingly. There were no other observation or comment. The Chairman called
for the adoption of the minutes of last meeting. Motion to adopt the minute was moved by Mr
Adisa Odekunle and seconded by Mrs Toyin Olaore. Members unanimously adopted the
minutes of last meeting subject to the correction raised by Mrs Ajetumobi

Matter Arising:

The chairman called for the reports of the Committees on various issues going in the Company
that needs urgent attention.

The Chairmen of the each of the Committees gave their reports (Pls see addendum)

The meeting considered all committee reports and unanimously adopt all committees
recommendations. Motion to adopt was moved by Mrs Olukemi Manliki and seconded by Mr
Adisa Odekunle.

There was no other business

Mrs Oyeyemi moved the motion to close the meeting and it was seconded by Mr Akingbola
George. The meeting closed at 3.45pm

Signed

Mr Adeyemi Amuwo Mrs Ese Adejuwon

Chairman Secretary
ADDENDUM

REPORTS

REPORT OF THE GOVERNANCE AND COMPLIANCE COMMITTEE

To: The Chairman, Board of Directors, CEMENTOS ARGOS LIMITED.

We, the Governance and Compliance Committee Members of CEMENTOS ARGOS LIMITED, in
compliance with the statutory requirements of Principle 11 of NCCG 2018, have carried out the
following functions on the documents and information made available to us and we have
formulated Recommended the following:

Issues involved are:

1. Board Evaluation
2. Compliance with the code of ethics of Nigeria
3. Minority Interest are not protected.

These are the recommendations made by the Committee:

1.There is need for Board Evaluation wherein an external consultants will be engaged to
periodically Evaluate the Board in accordance with Principle 14 of NCCG, 2018, rather the Board
evaluating themselves.

2.There is need for an expert that will advise the Board on good Governance practice in Nigeria.

3.There is need to protect the minority interest to be given tag along right with respect to
transfer of control, in compliance with the Principle 23, which provides for equitable treatment
of shareholders and protection of their rights.

Signed

Mrs Toyin Olaore Mr Adegboyega Adepegba

Chairman Secretary

REPORT OF THE AUDIT, FINANCE & RISK MANAGEMENT COMMITTEE

To: The Chairman, Board of Directors, CEMENTOS ARGOS LIMITED.

We, the Audit, Finance and Risk Management Committee Members of CEMENTOS ARGOS
LIMITED, in compliance with the statutory requirements of Principle 11 of NCCG 2018, have
carried out the following functions on the documents and information made available to us and
we have formulated Recommended the following:

Issues Identified:
1. Risk
2. Internal Audit
3. High & Rising Debt

1) Risk review
The committee reviewed the company’s Risk register, the risk register tells us the key risk in the
organisation. However in line with our strategic direction of focusing more on ethical values,
compliance and disclosure we discover that there is opportunity for improvement by
establishing a whistleblower platform that will be independently managed. We therefore
recommend that there should be a whistleblower line to be independently managed by one of
the big four firms.
2) the second issue is the issue of internal audit,we considered the internal audit report which
suggested some improvement opportunities across the organisation. The company has existed
for about ten years without an external assessment of the internal audit function itself, we
recommend that there has to be external audit assessment.
3) The third issue is on the presentation of the finance director. We found issue with high and
rising debt position, especially with our distributors, we recommend two possible solutions for
board ratification.
- Commercial rebate for our distributors to encourage them but more importantly, from
compliance and risk protection perspective ,
- Bank guarantee for any credit sales above one million from the company

Signed

Mr Rabiu Olowo Mrs Gbemisola Oduwole

Chairman Secretary

REPORT OF THE REMUNERATIONS AND NOMINATIONS COMMITTEE

To: The Chairman, Board of Directors, CEMENTOS ARGOS LIMITED.

We, the Remunerations and Nomination Committee Members of CEMENTOS ARGOS LIMITED,
in compliance with the statutory requirements of Principle 11 of NCCG 2018, have carried out
the following functions on the documents and information made available to us and we have
formulated Recommended the following:
The committee deliberated on two issues namely:

A. Increase in the remunerations of directors

B. Nomination of directors to serve in the committees of the board.

After all deliberations on the matters presented, the committee recommended as follows:-

1. That the remunerations of the directors be increased and such increase recommended
should be presented at the next Annual General Meeting of the company for ratification by
shareholders of the company.

2. That 3 committees be set up by the board and each committee to include at least one (1)
independent director.

Signed

Mr Akingbola George Mrs Oyeyemi Banmeke

Chairman Secretary