Sasol Integrated Report 2022 - Book - Page 62
INTRODUCTION | ABOUT SASOL
STRATEGIC OVERVIEW
CREATING VALUE
GOVERNANCE AND REWARDS
DELIVERING
ADMINISTRATION
GOVERNANCE (CONTINUED)
Our Board Committees
The Committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group.
MEMBERS
Audit Committee
MANDATE
Nomination and Governance Committee
Remuneration Committee
Safety, Social and Ethics Committee
Chairman: GMB Kennealy*
Chairman: S Westwell
Chairman: SA Nkosi
Chairman: MEK Nkeli
Chairman: MBN Dube
KC Harper
NNA Matyumza
S Subramoney
S Westwell
MJ Cuambe
M Flöel
VD Kahla
HA Rossouw***
MBN Dube*
GMB Kennealy*
MEK Nkeli
S Westwell
MJ Cuambe*
M Flöel
SA Nkosi
NNA Matyumza
S Subramoney**
MJ Cuambe
FR Grobler
MEK Nkeli
Appointed as Chairman 1 September 2021 subsequent to
the retirement of C Beggs on 31 August 2021.
*
5 Meetings
KEY MATTERS DEALT WITH IN 2022 AND FOCUS AREAS FOR 2023
Capital Investment and Digital Committee
100% Attendance
MBN Dube
FR Grobler
GMB Kennealy
PJ Roberson resigned as non-Executive Director and
member of the Committee at the conclusion of Sasol
Limited’s Annual General Meeting on 19 November 2021.
**
Mr P Victor resigned as Executive Director and member
of the Committee on 30 June 2022.
***
Appointed as Executive Director and member on 1 July 2022.
*
4 Meetings
6 Meetings
*
100% Attendance
Appointed as member 1 October 2021.
M Flöel rotated as member on 1 October 2021.
***
PJ Roberson retired as non-Executive Director
and member of the Committee at the conclusion
of Sasol Limited’s annual general meeting on
19 November 2021.
**
100% Attendance
Appointed 1 October 2021.
C Beggs retired as non-Executive Director and member
of the Committee on 31 August 2021.
***
ZM Mkhize retired as non-Executive Director and
member of the Committee at the conclusion of Sasol
Limited’s Annual General Meeting on 19 November 2021.
*
**
Appointed on 19 November 2022.
Appointed 1 October 2021.
PJ Roberson retired as non-Executive Director and
member of the Committee at the conclusion of Sasol
Limited’s Annual General Meeting on 19 November 2021.
*
**
***
6 Meetings
M Flöel*
VD Kahla
S Westwell
100% Attendance
9 Meetings
97%^ Attendance
• To oversee the quality and integrity of Sasol’s
integrated and financial reporting
• To oversee the qualification, independence and
effectiveness of the internal and external audit
functions
• To oversee compliance with legal and regulatory
requirements to the extent that it might have an
impact on financial statements
• To oversee financial market risk management
and hedging matters
• To evaluate mergers, acquisitions, investments,
divestments and disposals prior to approval by
the Board
• To monitor these mergers, acquisitions and
Board-approved investments, divestments
and disposals, as well as the Company’s capital
allocation and asset review programmes
• To lead the strategic direction of digital and
IM development in a manner that supports
the Group in achieving its strategic objectives
and ensures the optimal return on digital and
IM investment
• To oversee that the control environment of
information and technology is appropriately
managed and that any risks posed by pursuing
or not advancing certain digital strategies
are addressed
• To ensure effective corporate governance
• To assist with the composition of the Board and
its Committees, succession planning and the
appointment of Directors
• To manage the performance of the Board,
its Committees and Directors
• To monitor compliance and provide reasonable
assurance regarding the quality, integrity and
reliability of compliance risk management
• To assist with ensuring all stakeholders’ needs
and interests are taken into account and are
balanced
• To ensure the Group remunerates its employees
fairly, responsibly and transparently by, inter
alia, implementing affordable, competitive
and fair reward practices so as to promote
the achievement of strategic objectives and
positive outcomes in the short, medium, and
long term
• To provide a channel of communication
between the Board and management on
remuneration matters
• To perform the role of a Social and Ethics
Committee as required in terms of the
Companies Act
• To ensure that the manner in which Sasol
governs social and ethics performance promotes
an ethical culture and that Sasol conducts itself
as a responsible corporate citizen
• To monitor the Group’s policies and standing
in relation to ethical and optimal labour and
employment practices and care for our people
• To monitor Sasol’s strategies, policies,
performance and the progressive
implementation of its sustainability, SHE, social
and ethics practices
• Ensuring the integrity and effectiveness of
reporting
• Financial management, key audit matters and
significant areas of judgement. The Committee
will continue to ensure financial systems,
processes and controls operate effectively
and respond to changes in the operating and
regulatory environment
• Financial performance, specifically considering
the impact of the COVID-19 pandemic, market
volatility, geopolitical uncertainty and disruption
• Balance sheet and liquidity management. It is key
to drive resilience and cash flow improvement
through the delivery of Sasol 2.0 targets, and
essential that capital allocation principles
prioritise and strengthen our balance sheet,
reducing net debt to EBITDA to below 1,5 times
and reintroducing the dividend
• Ensuring effective combined assurance, internal
control and risk management
• Overseeing the further development of Sasol’s
digital strategies and technology solutions and
monitoring cyber security and information and
operating technology issues
• Overseeing investments and divestments
and monitoring updates on the Group’s
asset review. The successful divestment of
a 30% equity interest in ROMPCO marked
the completion of the major transactions
in Sasol’s accelerated, strategy-aligned,
asset divestment programme announced
in March 2020. We are now focused on
implementing and expanding growth
opportunities (green H2/SAF) through
collaborative partnerships and innovation
• Monitoring progress of Mozambique projects
and strategic approaches to developing
large-scale natural gas import opportunities
of South Africa. Sasol remains fully committed
to its integrated natural gas business in
Southern Africa, which is integral to our longterm strategy
• Monitoring the Group’s capital performance
• Ensuring general corporate governance
mechanisms and the framework are appropriate
and effective in view of developments in the
Group and its business environment
• Re-evaluating the composition of the Board and
its Committees and succession planning
• Ensuring optimal performance by the Board and
its Committees, the Directors and addressing
areas identified for improvement during the
evaluation process
• Strengthening our stakeholder relationships
to ensure – among others – economic
transformation, localisation and a Just Transition
and balancing our stakeholders’ needs and
interests while also maintaining regular and
transparent communication and disclosure
• Ensuring effective reward practices and
remuneration policy, continuing to engage with
our shareholders on our Remuneration Policy
and Implementation Report and ensuring the
appropriateness of our reward practices
• Reviewing short-term and long-term incentive
plan targets and design principles to ensure
ongoing relevance
• Reviewing the status of healthcare and
retirement plans in the Group
• Reviewing people retention risks and approved
mitigation plans
• Ensuring processes are in place to promote an
ethical culture which encourages safety
• Humanising safety and ensuring the safety
of our employees, suppliers, customers and
communities – the Committee continues to
closely monitor the processes being put in place
to avoid the occurrence of high-severity incidents
• Driving transformation and an ethical work
environment
• Monitoring the Group’s activities relating to
good corporate citizenship
• Ensuring Sasol’s sustainability, specifically
focusing on climate change and Sasol’s impact
on the environment as well as air quality.
Delivering on our emission-reduction targets and
meeting our air quality compliance obligations is
of utmost importance
• Continuing with identifying, assessing and
monitoring stakeholders’ expectations and
ensuring meaningful engagement
• Reviewing existing business risk profiles with
the intention to integrate human rights into our
business processes with follow up monitoring
and reporting on human rights
AFS
For more detail refer to the Report of the Audit
Committee in our Annual Financial Statements
available on our website www.sasol.com
The President and CEO is not a member of the Audit Committee, Remuneration Committee nor the Nomination and Governance Committee but attends meetings
by invitation. He is requested to leave the meeting, when appropriate, before any decisions are made that relate to him personally.
IR
For more detail refer to the Remuneration Report on
page 62.
SR
For more detail refer to the Report of the
Chairman of the Safety, Social and Ethics
Committee in our Sustainability Report available
on our website, www.sasol.com
^ D
ue to prior commitments, Ms MEK Nkeli and Mr ZM Mkhize could not
attend a special meeting that had not been scheduled in advance.
The complete terms of reference of the Committees are available on our website www.sasol.com
SASOL INTEGRATED REPORT 2022
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