Sasol Integrated Report 2024 - Book - Page 123
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
BUSINESSES
ESG
DATA AND ASSURANCE / ADMINISTRATION
REMUNERATION REPORT
GOVERNANCE continued
GROUP GOVERNANCE
continued
Board compliance
Independence of our Board
We are a values-based organisation and are committed to the highest standards of business integrity
and ethics in all our activities. The Board ensures that Sasol is governed effectively through ethical
consciousness and conduct, in accordance with good corporate governance practice, appropriate
and relevant non-binding industry rules, codes and standards and internal control systems.
In terms of our Memorandum of Incorporation, the Board shall consist of a maximum of 16 Directors.
Up to five may be Executive Directors. One-third of Directors must retire at every Annual General
Meeting and are eligible for re-election. The Board determined that it would comprise a maximum
of 14 Directors.
The Board is satisfied that it fulfilled all its duties and obligations in the 2024
financial year.
The Board confirms that Sasol complies in most significant respects with the
governance standards imposed on domestic United States’ companies listed on
the New York Stock Exchange (NYSE) and that Sasol applies all the principles of the
King IV Report on Corporate Governance for South Africa 2016 (King IVTM)*.
The Board further confirms that the Company is in compliance with the provisions
of the Companies Act 71 of 2008 as amended (the Companies Act), specifically
relating to its incorporation, and is operating in conformity with its Memorandum
of Incorporation.
In the year under review, there were no material violations of any laws or regulations,
nor were any material penalties or fines imposed on the Company or its Directors
for contraventions of any laws or regulations.
As a company listed on the Johannesburg Stock Exchange and on the NYSE
for purposes of our American Depositary Receipt program, Sasol is subject to,
and has implemented controls to provide reasonable assurance of its compliance
with all relevant requirements in respect of its listings.
Specific areas of law have been identified as key Group legal compliance risk areas
(safety, health and environmental laws, anti-bribery and anti-corruption laws,
sanction laws, data privacy laws and competition law). Controls, aimed at achieving
a balanced approach to compliance and to mitigate the risks in these areas have
been implemented.
The Board and its Committees continue to closely monitor the implementation of
the Company’s legal compliance policy and processes and improve thereon to mitigate
the risk of non-compliance with the laws in the various jurisdictions in which Sasol
does business.
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*A statement on Sasol’s application of the principles of King IVTM is available on our website www.sasol.com
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For more details on the responsibilities, powers, policies and processes of the Board, its Directors and the Company’s executives
and other officials, refer to the Board Charter, together with the Company’s Memorandum of Incorporation available on our
website www.sasol.com
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. Previously, it was reported that Ms Nomgando Matyumza and
Mr Stephen Westwell’s terms were extended following a review and confirmation of their independence.
Mr Westwell retired as interim Chairman and Independent, non-Executive Director on 1 June 2024, after
serving on the Board for 12 years.
Ms Matyumza will retire as independent, non-Executive Director on 8 September 2024 after serving on
the Board for 10 years.
Their experience, knowledge and independent judgement significantly benefitted the Company during
their tenure as Directors.
All non-Executive Directors are considered to be independent.
Sasol has a rigorous process in place to manage conflicts of interests. The Nomination
and Governance Committee is also of the view that no Director is over-committed.
The Nomination and Governance Committee considers the 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 or her 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.
Mr Andreas Schierenbeck stepped down as non-Executive Director of Sasol Limited on 31 October 2023.
His external business responsibilities required significantly more dedication and time than originally
envisaged and there was a concern that some green energy sector opportunities being pursued by Sasol
might have potentially placed him in conflict with Sasol’s interests. Mr Sipho Nkosi also stepped down
as Chairman and non-Executive Director on 10 November 2023. Mr Nkosi came to the conclusion that,
while he was comfortable that he would be able to comply with the conflicts of interest requirements of
the Companies Act and of the Company, he was concerned that some of his business interests may
be perceived to place him in conflict with the interests of Sasol. The Board appointed Mr Stephen
Westwell, who was the Lead Independent Director, as the interim Chairman of the Board with effect
from 11 November 2023. Ms Muriel Dube was appointed as Lead Independent Director on 1 March 2024.
SASOL INTEGRATED REPORT 2024
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