Sasol Integrated Report 2023 - Book - Page 68
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
CREATING VALUE
PERFORMANCE
GOVERNANCE AND REWARDS
ADMINISTRATION
GOVERNANCE CONTINUED
SKILLS AND EXPERIENCE OF OUR BOARD
Policy on diversity
The Board’s diversity and skills ensure that it guides
Sasol to deliver a sustainable organisation. Directors
are chosen by the Board with the support of the
Nomination and Governance Committee for their
corporate leadership skills, experience and expertise.
A combination of different business, geographic and
academic backgrounds as well as diversity in age,
gender and race allow for robust debate and more
considered decision-making, supporting the
sustainable growth of the business.
It is the Board’s policy that broader diversity at Board
level is promoted; all facets of diversity are
considered in determining the optimal composition
of the Board and, where possible, are balanced
appropriately. All Board appointments are made on
merit, having due regard for the benefits of diversity,
which the Board as a whole requires to be effective.
knowledge and independent judgement continue to
benefit the Company.
The Nomination and Governance Committee
is of the view that no Director is overcommitted.
The Nomination and Governance Committee
considers the other commitments of Directors when
they are first appointed, as well as annually, or at any
other time when a Director’s circumstances change
and warrant re-evaluation. This is done to determine
whether a Director has sufficient time to discharge
his/hers duties effectively and is free from conflicts
that cannot be managed satisfactorily. Should the
Nomination and Governance Committee be of the
view that a Director is over-committed or has an
unmanageable conflict, the Chairman will meet with
that Director to discuss the resolution of the matter
to the satisfaction of the Committee.
Focus areas of the Board and its
Committees
Tenure, independence and succession
All non-Executive Directors are considered
to be independent.
The Board has determined that Directors may serve
on the Board for up to nine years, extendable
annually up to a maximum of 12 years. The Board’s
succession plans aim to achieve an optimal balance
between independence and continuity on both the
Board and its Committees. It is for this reason that
the Board extended the terms of Mr S Westwell and
Ms NNA Matyumza following a review and
confirmation of their independence. Their experience,
set out in the Board Charter and the terms of
reference of its Committees. Matters considered
include safety, operational and financial performance,
matters of strategy, risk and opportunity, ESG and
compliance.
The Board has purposefully assumed direct
responsibility for the governance of risk. To support
the Board in ensuring effective risk management
oversight, not only one Committee, but all Board
Committees are responsible for ensuring the
effective monitoring of risks within the ambit of each
Committee’s scope. In monitoring and providing
oversight on Sasol’s risks, each Committee will
consider potential opportunities as appropriate.
Maintaining an ethical culture and collective
perspective are essential. The Board follows a
risk-based approach. Our Directors must: have
strong values, ethics and integrity; ask critical
questions; and facilitate open and frank
communication with each other and management.
By setting an example of doing business
responsibly, Directors demonstrate their
continued commitment to Sasol’s Values.
Our Board has the following skills
and experience (% of Directors)
Social, SHE and
sustainability
50
Engineering
43
36
Chemicals
There are seven Board meetings a year. The Board
also meets twice a year to discuss strategy. For the
reporting period, the Board held eight meetings,
two strategy meetings and three additional special
meetings.
Oil, gas and
upstream business
29
Capital projects
71
Sales and
manufacturing
43
36
Finance
The Board Charter and the terms of reference of its
Committees are reviewed as and when required but
at least every second year to ensure they remain
relevant and aligned with all relevant regulatory
requirements and governance best practices.
The Board uses its meetings to discharge its
governance and regulatory responsibilities. Its work
plan and those of its Committees outline the matters
which should be dealt with at meetings and are
aligned with the responsibilities and requirements
MEETINGS AND ATTENDANCE
13 meetings
97% attendance*
* Due to prior commitments, Ms KC Harper, Ms NNA Matyumza,
Mr SA Nkosi and Mr S Westwell could not attend certain of
the additional meetings.
Digital, including
cyber security
Mergers and
acquisitions
Public Policy
and regulatory
Legal and
compliance
Human Resources
and remuneration
Strategy and risk
management
21
Global experience
71
43
50
50
93
86
20-F
For more details refer to our Form 20-F available on
our website, www.sasol.com for the skills and experience of
each Director
Diversity
Women (%)
Historically disadvantaged individuals
Age (years)
Independence
(% of South African Directors)
AVERAGE TENURE
OF DIRECTORS
4,7 years
42% Achieved
40% Target
67% Achieved
50% Target
1 40 – 50 years
6 51 – 60 years
7 61 – 70 years
SASOL INTEGRATED REPORT 2023
11 Non-Executive Directors
3 Executive Directors
67
