Sasol Integrated Report 2022 - Book - Page 74
INTRODUCTION | ABOUT SASOL
STRATEGIC OVERVIEW
CREATING VALUE
GOVERNANCE AND REWARDS
DELIVERING
ADMINISTRATION
REMUNERATION REPORT (CONTINUED)
Prescribed Officers (continued)
PROGRESS AGAINST MINIMUM SHAREHOLDING REQUIREMENT (MSR):
NON-EXECUTIVE DIRECTORS’ REMUNERATION
Vested shares subject to continued employment only
until 2026 (excluding accrued dividend equivalents,
including RLTIs)
Beneficial
Shareholding
S Baloyi6
HC Brand
BV Griffith
BE Klingenberg
BP Mabelane
CK Mokoena
HA Rossouw10
CF Rademan11
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Minimum
Shareholding
Requirement
(MSR)
(R’000)
R3 570
R4 270
$465
R5 943
R5 075
R4 188
R11 200
MSR
Achievement
period
(CY)
2028
2026
2026
2026
2026
2026
2027
Beneficial
Post tax
sharevesting –
holding – September/
30 June
October
Units
2022
20221, 2, 3
(R’000)
(R’000)
8
R2
14 091 R3 391
4 268
$70
–
–
–
–
6 662 R1 774
–
–
R1 313
R1 686
$199
R594
–
R225
–
Beneficial
Pre-tax
Total number
shareholding
value of
Number
of vested
value (incl.
vested shares
shares
Sept/Oct
% MSR
subject only
Number of shares
to vest subject only
2022 Achieved of shares
to continued
post tax
– to vest in CY2024 – to continued
employment
20268, 9 employment (up to CY2026)12
vesting)
CY2022 CY20234, 5, 7
(R’000)
(R’000)
(R’000)
R1 315
R5 077
$269
R594
–
R1 999
–
37%
119%
58%
10%
–
48%
–
5 969
15 712
8 443
15 782
–
11 320
–
12 539
31 882
32 783
37 719
–
26 581
–
18 508
47 594
41 225
53 501
–
37 900
–
R7 342
R18 880
$1 027
R21 223
–
R15 034
–
Includes the 2nd tranche of the award made in September 2017. The CPT applied to this award was 26% (EVP-Mr Klingenberg) and 56% (Messrs Brand & Griffith
in their previous SVP roles).
Includes the 1st tranche of the award made in October 2019 to Messrs Baloyi and Griffith (in their previous roles as SVPs). The CPT applied to this award is 54,31%.
Includes the award made in October 2019 to Messrs Baloyi, Brand and Griffith in their previous roles as SVPs. This award was not subject to CPTs.
Includes the 1st tranche of the award made in March 2020 to EVPs. The CPT applied to this award is 54,31%. (The annual September award of 2019 was delayed to
March 2020 for EVPs who were subject to a closed trading period).
Includes the 2nd tranche of the award made in September 2018. The CPT applied to this award was 44,7% for EVPs Mr Klingenberg and Ms Mokoena and 66,8%
for Messrs Brand and Griffith in respect of their previous roles as SVPs.
Includes the 1st tranche of the 70% portion not subject to CPT of the December 2020 award, made to Mr Baloyi in his previous role as SVP.
Includes the 2nd tranche of the award made in October 2019. The CPT applied to this award is 54,31%.
Includes the 2nd tranche of the award made in March 2020. The CPT applied to this award is 54,31%.
Includes the 1st tranche of the 70% portion not subject to CPT of the September 2021 award, made to Mr Baloyi in his previous role as SVP.
Mr Rossouw, as CFO from 1 July 2022, is subject to an MSR calculated at 2 x annual pensionable remuneration to be achieved within 5 years of appointment.
Mr Rademan is excluded from the MSR requirement as he does not participate in the LTI plan.
Average June 2022 share price used (R396,68; $24,90).
Non-Executive directors
SA Nkosi (Chairman)
S Westwell (Lead
Independent Director)
C Beggs5
MJ Cuambe6
MBN Dube⁷
M Flöel⁸
K Harper
GMB Kennealy⁹
NNA Matyumza
ZM Mkhize10
MEK Nkeli
PJ Robertson10
S Subramoney11
Total
Total for reporting
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Board
Meeting
Fees 1, 2, 3, 4
R’000
Lead
Independent
Director Fees 1, 3, 4
R’000
Committee
fees 1, 3, 4
R’000
Ad Hoc or special
purpose board
committee
R’000
4 458
1 808
245
1 663
1 808
1 808
1 686
1 486
1 486
629
1 486
775
1 486
20 824
758
758
1 347
79
578
893
765
310
664
450
62
605
371
410
6 534
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
2022
R’000
Total
2021
R’000
669
5 127
5 326
–
48
336
–
–
–
323
290
104
314
–
285
2 369
3 913
372
2 577
2 701
2 494
1 996
2 473
2 226
795
2 405
1 146
2 181
30 406
3 960
2 469
2 698
2 611
2 762
1 855
2 067
2 294
1 853
2 296
2 733
616
33 540
30 406
33 540
VAT
R’000
Other
R’000
(79)
(79)
Fees for Q1 and Q2 of FY22 are based on previous fee structure. Fees for Q3 and Q4 are based on the new fee structure effective 1 January 2022.
Members of the Board agreed to a voluntary reduction of Board fees effective 01 November 2020 of 20% (still applicable for Q1 and Q2).
Fees exclude VAT.
Board and Committee fees are based in USD, thus impacted by USD/ZAR foreign exchange rates at date of payment for resident non-executive directors.
For Non-Executive Directors permanently residing outside of the UK, Europe and North America, a spot rate on 25 August 2021 and 30 November 2021 was used
for September 2021 and December 2021 payments respectively. Effective 1 January 2022, the exchange rate will be fixed for a 12 month period, using the average
exchange rate over the preceding June to October period.
Mr Beggs retired from the Board and its Committees effective 31 August 2021, hence only two thirds of the quarterly Board and Committee fees were paid for the
first quarter.
Mr Cuambe was appointed as a member of Remuneration Committee effective 19 November 2021 and received one third of the Remuneration Committee fee.
Ms Dube was appointed to the Nomination and Governance Committee effective 1 October 2021.
Dr Flöel resigned as a member of the Nomination and Governance Committee and was appointed to the Safety, Social and Ethics Committee effective
1 October 2021.
Ms Kennealy was appointed as Chairman of the Audit Committee, effective 1 September 2021 and received one third of the Audit Chair and two thirds
of the Audit member fees. Ms Kennealy was appointed as member of the Nomination and Governance Committee effective 1 October 2021.
Messrs Mkhize and Robertson retired from the Sasol Limited Board and its Committees effective 19 November 2021. The payment for Q2 was for two thirds
of the quarterly Board and Committee fees.
Mr Subramoney was appointed as a member of Remuneration Committee effective 1 October 2021.
UNVESTED LTI HOLDINGS (INTRINSIC VALUE)
Prescribed
Officers
Cumulative
intrinsic value
at beginning
of year2
$’000 and
R’000
Intrinsic value
of awards
made during
the year3
$’000 and
R’000
Change in
intrinsic
value for
the year4
$’000 and
R’000
Effect of
corporate
performance
targets
$’000 and
R’000
–
R25 740
$1 770
R30 669
R19 271
R21 588
–
R8 091
R7 079
$623
R9 852
R8 413
R6 943
R13 378
R1 072
R20 515
$1 051
R21 483
R17 067
R17 279
(R1 211)
–
(R584)
($36)
(R2 447)
–
(R1 873)
–
LTIs
settled5
$’000 and
R’000
Effect of
change in
Prescribed
Officers
$’000 and
R’000
Cumulative
intrinsic
value at end
of year2
$’000 and
R’000
–
–
R65 (R1 128)
$3
($81)
R110 (R2 306)
–
–
R84 (R1 955)
–
–
R10 179
–
–
(R57 361)
–
–
–
R19 342
R51 687
$3 330
–
R44 751
R42 066
R12 167
Dividend
equivalents
$’000 and
R’000
1.
S Baloyi1
HC Brand
BV Griffith
BE Klingenberg1
BP Mabelane
CK Mokoena
HA Rossouw1
2.
3.
4.
5.
Mr Klingenberg resigned from office on 31 March 2022 as Prescribed Officer. He remains in service until 31 August 2022 when he retires. Messrs Baloyi
and Rossouw were appointed to the GEC on 1 April and 4 April 2022 respectively. Mr Rossouw was appointed as an Executive Director effective 1 July
2022. He was CFO designate in 2022.
Intrinsic values at the beginning and end of the year have been determined using the closing price of:
30 June 2022 R371,68 ($23,06)
30 June 2021 R218,01 ($15,33)
LTIs granted on 27 September 2021 and 25 May 2022.
Change in intrinsic value for the year results from changes in share price.
Long-term incentives settled represent long-term incentives that vested with reference to the group results for 2021 that was settled in the 2022
financial year. The difference between the long-term incentive gains disclosed in 2021 and the amount settled in 2022 is due to the difference in actual
share price at vesting date and the share price at date of disclosure.
SASOL INTEGRATED REPORT 2022
73
