Sasol Integrated Report 2022 - Book - Page 70
INTRODUCTION | ABOUT SASOL
STRATEGIC OVERVIEW
CREATING VALUE
GOVERNANCE AND REWARDS
DELIVERING
ADMINISTRATION
REMUNERATION REPORT (CONTINUED)
Risk management
The Committee ensures effective risk management oversight in relation to material remuneration risks within
its scope and will exercise its discretion within the Group’s overall risk framework. The following processes
mitigate against unintended outcomes:
•
•
•
•
The Remuneration Policy is transparent and made available to all stakeholders.
All executive reward policy exceptions are approved by the Committee, or the Board, as appropriate.
Incentive plan design principles and targets as well as the reward mix are reviewed annually.
The vesting of LTI plans is subject to performance and/or time-based criteria and awards are never
backdated.
• Executives do not approve their own benefits or remuneration and are recused from all discussions
relating to their own remuneration.
• The maximum incentive awards, on the basis of performance outcomes, are capped by a pre-approved
formula.
• The Committee retains discretion to alter any reward outcome.
• Minimum Shareholding Requirements (MSRs) are implemented for Executive Directors and Prescribed
Officers.
• A comprehensive Clawback and Malus Policy is in place.
• Except in the case of death, there is no accelerated vesting of LTIs for Executives at retirement, and the
vesting periods of three and five years continue post the date of retirement allowing for continued exposure
to the share price performance, as well as the application of the Clawback and Malus Policy if required.
Chairman of the Sasol Limited Board (all inclusive)
Non-Executive Director (“NED”)
Lead Independent Director (additional fee)
Audit Committee Chairman
Audit Committee member
Remuneration Committee Chairman
Remuneration Committee member
Other Committee Chairman
Other Committee member
1.
2.
3.
4.
A. Fees
(excluding NEDs
referred to in
column B)1,3,4
B. Fees for
NEDs residing
permanently in
Europe, the
United Kingdom
and North
America1,2,3
US$285 000
US$100 000
US$40 000
US$30 000
US$20 000
US$20 000
US$12 000
US$20 000
US$12 000
US$345 000
US$120 000
US$48 000
US$35 000
US$24 000
US$24 000
US$14 500
US$24 000
US$14 500
Fees are exclusive of value added tax (VAT) which will be added for directors who are registered for VAT.
Paid in US dollar or home country currency as appropriate.
Fees are stated as an annual amount but will be paid in quarterly instalments.
Fees adjusted for differences in cost of living. Exchange rate between US dollar fee and home country currency will be fixed for a period of twelve months,
using the average exchange rate from June to October, to prevent exchange rate fluctuations in the actual fees paid for the ensuing twelve-month period.
• From 2023, under the 2022 LTI Plan, post-termination shareholding requirements will be introduced for
Implementation Report
The Committee considers reward-related risks on a quarterly basis.
This section provides a summarised overview of the implementation of the Remuneration Policy. The detailed
report is available in the AFS. It also sets out the relationship between company performance and Executive
Directors’ and Prescribed Officers’ remuneration outcomes as well as progress against the minimum
shareholding requirement.
Executive Directors and Prescribed Officers.
Non-Executive Directors’ (NEDs) fees
NEDs are appointed to the Sasol Limited Board based on their competencies as well as insight and experience
appropriate to assist the Group in setting the long-term strategy, providing independent oversight in respect
of performance against key priorities and holding executives accountable to deliver business results over the
short, medium and long term. Consequently, fees are set at levels to attract and retain the calibre of directors
necessary to contribute to a highly effective board of a complex, multi-dimensional and multi-national
organisation. NEDs do not receive STIs, nor do they participate in LTI plans. No arrangement exists
for compensation in respect of loss of office.
AFS
For more detail refer to our Annual Financial Statements available on our website, www.sasol.com
The tables in this section provide information on all amounts received or receivable by members of the GEC
for 2022 (including the President and CEO, Executive Directors and Prescribed Officers).
The structure of the Implementation Report, is as follows:
Incentive outcomes
vest in 2023, as at the end of the performance period 30 June 2022.
NEDs are paid a fixed annual fee in respect of their Board membership and supplementary fees for Committee
membership or Chairmanship. The annual fee is divided by four and a quarterly fee is paid at the end of every
Board cycle regardless of the number of meetings held in that quarter.
Board fees tabled at the 2021 AGM were approved effective 1 January 2022. The approved fees will be effective
until the 2021 resolution is replaced, but no longer than two years from the date that the resolution was
passed (ie November 2023).
The approved NED fees include a cost-of-living factor which is applied to the fees payable to NEDs who live
outside of Europe, United Kingdom and North America. Furthermore, a fixed exchange rate is used to convert
the US$ fees to the denomination used for payment in order to eliminate significant exchange rate variances.
At the 2021 AGM, shareholders approved an adjustment equal to an average consumer price index percentage
effective 1 January 2023.
• Group performance targets for STI awards made in 2022 and performance results.
• Performance vs Corporate Performance Targets in respect of LTIs that are due to
Executive Directors
and Prescribed
Officers (tabulated
separately)
methodology including the STI amounts awarded for 2022 and an estimated value
relating to the vesting of LTIs in March 2023, in respect of the performance period
ended 30 June 2022.
• Outstanding LTI holdings.
• Progress against Minimum Shareholding Requirements.
• Fees paid during 2022.
NEDs
SASOL INTEGRATED REPORT 2022
• Remuneration and benefits paid disclosed in terms of the single total figure
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