Sasol Integrated Report 2024 - Book - Page 127
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
BUSINESSES
ESG
DATA AND ASSURANCE / ADMINISTRATION
REMUNERATION REPORT
GOVERNANCE continued
GROUP GOVERNANCE
continued
Our Board Committees
AC
The Committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group.
Audit Committee
CIC
CHAIRMAN: GMB Kennealy
MEMBERS
MBN Dube*
KC Harper
*
**
NNA Matyumza**
S Subramoney
Capital Investment Committee
NGC
CHAIRMAN: M Flöel*
MEETINGS
ATTENDANCE
5
100%
appointed as member on 11 August 2023
to retire as member on 8 September 2024
Mandate
To oversee:
• The quality and integrity of Sasol’s integrated and financial reporting.
• The qualification, independence and effectiveness of the internal and
external audit functions.
• Compliance with legal and regulatory requirements to the extent that
it might have an impact on financial statements.
• Financial market risk management and hedging matters.
• The strategic direction of digital and Information Management (IM)
development in a manner that supports the Group in achieving its strategic
objectives and ensuring the optimal return on digital and IM investment.
• 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.
MEMBERS
S Baloyi**
MJ Cuambe
TJ Cumming#
MBN Dube
*
**
***
#
##
LEAD INDEPENDENT DIRECTOR: MBN Dube
MEETINGS
VD Kahla
GMB Kennealy
HA Rossouw***
KC Harper##
ATTENDANCE
7
100%
appointed as Chairman of the Committee on 16 November 2023
appointed as member from 1 April 2024, replacing Mr Fleetwood Grobler who retired
on 31 March 2024
will resign as member on 31 August 2024
appointed as member from 1 June 2024
appointed as member on 11 August 2023
Mandate
• To evaluate mergers, acquisitions, investments, divestments
and disposals prior to approval by the Board.
• To monitor these mergers, acquisitions and Board-approved
investments, divestments and disposals, as well as the Company’s
capital allocation and asset review programmes.
• To monitor Sasol’s innovation and technology developments,
ensuring these developments support the medium- to long-term
strategic direction of the Company.
Key matters dealt with in 2024 and focus areas for 2025
Key matters dealt with in 2024 and focus areas for 2025
• Financial performance, specifically considering the impact of market
volatility, geopolitical uncertainty and disruption resulting in impairments
and fair value adjustments.
• Balance sheet and liquidity management. It is key to drive resilience
and cash flow improvement, and essential that capital allocation
principles prioritise and strengthen our balance sheet.
• 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.
• Ensuring the integrity and effectiveness of reporting.
• Successfully managed the mandatory audit firm rotation. KPMG was
appointed as the external auditor with effect from 1 July 2023.
• Ensuring effective combined assurance, internal control and risk
management and dealing with material weaknesses that are reported.
• Overseeing the further development of Sasol’s digital strategies
and technology solutions and monitoring cybersecurity and
information and operating technology issues.
• Assessing risks on matters such as going concern, impairments of
assets and fair values.
www
Nomination and Governance Committee
• Overseeing investments and divestments and ensuring prioritisation
of investments that best support the sustainability of the organisation.
• Monitoring progress of Mozambique projects and strategic
approaches to developing large-scale natural gas import opportunities
for South Africa.
• Monitoring the Group’s capital performance and guiding on prioritised
capital expenditure.
• Intensifying the discussion on Sasol’s innovation and technology
developments to ensure alignment with the Company's medium- to
long-term strategic direction.
• Providing direction and assurance on strategic considerations and
risks in respect of potential investments, divestments, mergers
and acquisitions.
For more detail, refer to the Report of the Audit Committee in our Annual Financial
Statements available on our website www.sasol.com
SASOL INTEGRATED REPORT 2024
125
MEMBERS
MEETINGS
M Flöel*
GMB Kennealy
MEK Nkeli
ATTENDANCE^
12
*
appointed as member from 16 November 2023
^
due to prior commitments Mr Nkosi, Ms Nkeli, Ms Dube and Ms Kennealy
could not attend certain of the additional special meetings
91%
Mandate
• 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 that shareholders’ needs, interests
and expectations are understood and taken into account.
• To monitor the vulnerability of the Company to takeovers and ensuring
that adequate systems are in place to respond to takeover advances.
Key matters dealt with in 2024 and focus areas for 2025
• Significant time was spent on succession planning, ensuring the right
skills and competence are available to effectively lead Future Sasol.
• Reviewing the composition of the Board and its Committees and
managing potential conflicts of interests.
• Ensuring general corporate governance mechanisms and the
framework are appropriate and effective in view of developments
in the Group and its business environment.
• Ensuring optimal performance by the Board, its Committees and
the Directors and addressing areas identified for improvement
during the evaluation process.
• Ensuring that our shareholders’ needs, interests and expectations
are understood and taken into account in the Group’s strategy
and balanced with other stakeholder needs and interests while also
maintaining regular and transparent communication and disclosure.
• Ensuring effective risk management oversight, specifically in relation to
material risks within the ambit of the Committee’s responsibilities.
