Sasol Integrated Report 2023 - Book - Page 70
INTRODUCTION
ABOUT SASOL
CREATING VALUE
STRATEGIC OVERVIEW
PERFORMANCE
The Committees established by the Board play an important role in
enhancing standards of governance and effectiveness within the Group
MEMBERS
GOVERNANCE // Our Board Committees
Audit Committee
Capital Investment and Digital
Committee
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
MJ Cuambe
M Flöel
VD Kahla
HA Rossouw*
KC Harper
NNA Matyumza
S Subramoney
S Westwell
99% attendance^
6 meetings
99% attendance^
MJ Cuambe
FR Grobler
MEK Nkeli
S Westwell
MJ Cuambe
M Flöel
SA Nkosi
NNA Matyumza
S Subramoney**
MBN Dube
GMB Kennealy
MEK Nkeli
S Westwell
Appointed as Executive Director and member on
1 July 2022
** Appointed as member of the Committee on 1 April 2023
^ Due to a prior commitment, Ms KC Harper could not
attend a special meeting that had not been scheduled
in advance
MANDATE
MBN Dube
FR Grobler
GMB Kennealy
A Schierenbeck**
*
*
7 meetings
KEY MATTERS DEALT WITH IN 2023
AND FOCUS AREAS FOR 2024
ADMINISTRATION
GOVERNANCE AND REWARDS
M Flöel
VD Kahla
A Schierenbeck*
* Appointed as member on 1 April 2023
* Appointed as a member on 19 November 2022
** Appointed as a member on 1 October 2022
4 meetings
100% attendance
4 meetings
100% attendance
7 meetings
100% attendance
^ Due to a prior commitment, Mr Cuambe could not
attend a special meeting that had not been scheduled
in advance
Mandate
Mandate
Mandate
Mandate
• 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 Boardapproved investments, divestments and disposals,
as well as the Company’s capital allocation and
asset review programmes
• To lead the strategic direction of digital and
Information Management (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 the 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 employees fairly,
responsibly, and transparently
• Ensuring the implementation of affordable,
competitive, and fair reward principles to promote
the achievements of strategic objectives and positive
outcomes in the short, medium and long term
• To monitor and ensure remuneration related
governance is maintained
• To provide a channel of communication between the
Board and management on remuneration matters
Key matters dealt with in 2023 and focus
areas for 2024
Key matters dealt with in 2023 and focus
areas for 2024
Key matters dealt with in 2023 and focus
areas for 2024
Key matters dealt with in 2023 and focus
areas for 2024
Key matters dealt with in 2023 and focus
areas for 2024
• Successfully managing the mandatory audit firm
rotation and recommending the nomination for
appointment of KPMG with effect from 1 July 2023
• 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 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 maintaining the dividend
• Ensuring effective combined assurance,
internal control and risk management
• Overseeing investments and divestments and
ensuring prioritisation of investments that best
support the sustainability of the organisation
• Overseeing the further development of Sasol’s
digital strategies and technology solutions
and monitoring cyber security and information and
operating technology issues
• Monitoring progress of Mozambique projects and
strategic approaches to developing large-scale
natural gas import opportunities of South Africa
• Monitoring the Group’s capital performance
and guiding on prioritised capital expenditure
• Ensuring general corporate governance mechanisms
and the framework are appropriate and effective in
view of developments in the Group and its business
environment
• Reviewing 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
• Chief Executive Officer succession
• Ensuring effective reward practices and governance
around execution of the Remuneration Policy
• Continuing to engage in relation to the Group’s
key focus areas with our shareholders on our
Remuneration Policy and Implementation Report
and ensuring the appropriateness of our reward
• Comprehensive review of the long-term incentive
plan rules as well as the introduction of the posttermination service shareholding requirements
for members of the Group Executive Committee
including Executive Directors
• 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
• Reviewing NED fees as presented by management
• 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, biodiversity and Sasol's impact on
the environment as well as air and water compliance
obligations
• 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
IR
For more detail refer to the Remuneration
Report on page 70
AFS
For more detail refer to the Report of the Audit
Committee in our Annual Financial Statements available
on our website www.sasol.com
WWW
The complete terms of reference of the Committees are available on Sasol’s website, www.sasol.com. The 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, where appropriate, before any decisions are
made that relate to him personally.
SASOL INTEGRATED REPORT 2023
69
Mandate
• 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
• To ensure effective risk management oversight,
specifically in relation to material risks within the
Committee’s scope
• To review assurance obtained regarding the integrity,
reliability and validation of the Sustainability Report
• To provide strategic oversight of matters relating
to people within the organisation, with the main
objective of creating a globally competitive workforce
and to ensure employees work towards accomplishing
the strategic objectives of the Company
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
