Sasol Integrated Report 2024 - Book - Page 145
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
BUSINESSES
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
PART III: SECTION A – EXECUTIVE REMUNERATION POLICY (INCLUDING NEDs) continued
Regulatory compliance
Our reporting complies with the:
• The Johannesburg Stock Exchange (JSE) Listings
Requirements;
• Requirements of the United States Securities
and Exchange Commission (SEC) for foreign
private issuers;
• South African Companies Act and other
relevant statutory requirements;
• Principles and recommended practices of
King IVTM.
Remuneration Committee Risk
and Governance
Sasol conforms to all applicable statutes and
remuneration governance codes in the different
jurisdictions where it conducts business.
The Committee is appointed by the Board to
assist in ensuring that the Group pays its
employees in a fair, responsible, and transparent
manner by putting in place affordable,
competitive, and equitable reward systems that
encourage the accomplishment of strategic goals
and favourable results over the short, medium
and long term.
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The Committee’s Terms of Reference and the Group
Remuneration Policy are available on our website
www.sasol.com
Following careful evaluation of performance in
relation to the pre-approved targets that were
established for the performance period, all
incentive pay-outs, and the vesting of
performance LTIs are authorised. Salary increases
are approved individually by the Committee for
Prescribed Officers and by the Board for Executive
Directors and the Company Secretary.
The President and CEO; EVP: Human Resources
and Corporate Affairs; the Group CFO; the EVP:
Commercial and Legal and SVP: Group Reward and
Human Capital Solutions attend Committee
meetings or parts thereof, by invitation.
Members of management are recused from
meetings when matters impacting their own
remuneration are discussed. In all meetings, the
Committee discusses and confirms all decisions
taken without management present.
The Committee ensures effective risk
management oversight in relation to material
remuneration risks within its scope and will
exercise its discretion within the Group’s overall
risk framework. The following processes mitigate
against unintended outcomes and risks:
• The policy is transparent and made available
to all stakeholders.
• All executive reward policy exceptions are
approved by the Committee or the Board,
as appropriate.
• Incentive plan design principles and targets as
well as the reward mix are reviewed annually.
• The vesting of LTI Plans is subject to
performance and/or time-based criteria and
awards are never backdated.
• Executives do not approve their own benefits
or remuneration and are recused from all
discussions relating to their own remuneration.
• The maximum incentive awards, based on
performance outcomes, are capped by a preapproved formula.
• The Committee retains discretion to alter any
reward outcome if this is considered to be in
the best interests of the Company.
• MSRs and post-cessation shareholding
requirements are implemented for Executive
Directors and Prescribed Officers.
• A comprehensive Malus and Clawback Policy as
well as an Executive Compensation Recovery
Policy apply.
• The Committee considers reward-related risks
on a quarterly basis which includes a five-year
forecast reward heat map.
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