Sasol Integrated Report 2024 - Book - Page 163
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
BUSINESSES
ESG
DATA AND ASSURANCE / ADMINISTRATION
REMUNERATION REPORT
PART IV: REMUNERATION IMPLEMENTATION REPORT continued
NED fees
Aligned with clause 24 of the Company’s MOI, with effect from 1 January 2024 until the earlier of the resolution passed by the shareholders at the AGM held on 19 January 2024 being replaced, the remuneration
payable to non-Executive Directors of the Company for their services as Directors of the Company, is as listed in the table below:
January – June 20241,2,3,4
July – December 2023
NEDs permanently
residing outside of
Europe/UK/
North-America
(US$)
NEDs permanently
residing in Europe/
UK/North-America
(US$)
NEDs permanently
residing outside of
Europe/UK/
North-America
(US$)
NEDs permanently
residing in Europe/
UK/North-America
(US$)
Chairman of the Sasol Limited
Board (all inclusive)
297 800
360 500
307 000
371 700
Non-Executive Director
104 500
125 400
107 700
129 300
Lead Independent Director
(additional to directors‘ fee)
41 800
50 200
46 000
55 200
Audit Committee Chairman
31 400
36 600
31 400
36 600
20 900
25 100
20 900
25 100
20 900
25 100
20 900
25 100
12 500
15 200
12 500
15 200
Audit Committee member
5
Other Committee Chairman
5
Other Committee member
Notes:
1
Fees are exclusive of value-added tax (VAT) which is added for directors who are registered for VAT.
2
Paid in US dollar or home country currency as appropriate.
3
Exchange rate for conversion from US dollar to home country currency will be fixed for a period
of 12 months to prevent exchange rate fluctuations in the actual fees paid for the ensuing
12-month period.
4
Consideration will be given to the adjustment of remuneration with an average US CPI percentage
effective 1 January 2025.
5
Also applies to any ad hoc Committee constituted by the Board from time to time.
Non-Executive Directors’ remuneration
Non-Executive directors
SA Nkosi (Chairman)3
S Westwell (Lead Independent Director)4
MJ Cuambe
MBN Dube5
M Flöel6
KC Harper7
GMB Kennealy
NNA Matyumza
MEK Nkeli
A Schierenbeck8
S Subramoney
TJ Cumming9
Total
Board
Meeting
Fees1,2
R’000
Lead
Independent
Director
Fees1,2
R’000
1 936
4 794
1 983
2 927
2 380
2 380
1 778
1 778
1 778
785
1 778
161
–
314
–
–
–
–
–
–
–
–
–
–
–
504
702
1 341
1 163
729
945
560
769
190
560
56
24 458
314
7 519
Ad Hoc or
special purpose
Committee
Board
Fees1,2
Committee1,2
R’000
R’000
Total1
2024
R’000
Total10
2023
R’000
–
–
–
–
–
–
–
–
–
–
–
–
1 936
5 612
2 685
4 268
3 543
3 109
2 723
2 338
2 547
975
2 338
217
5 053
4 480
2 860
3 163
2 989
2 633
2 731
2 340
2 553
1 293
2 340
–
–
32 291
32 435
SASOL INTEGRATED REPORT 2024
161
Notes
1
Fees exclude VAT.
2
Board and Committee fees are based in USD, thus impacted by the USD/ZAR foreign exchange
rates as determined from time to time. For non-Executive Directors permanently residing outside
of the UK, Europe and North America, effective 1 January 2023, the exchange rate was fixed for the
following 12 month period using the average exchange rate from 1 July 2021 to December 2022.
Effective 1 January 2024, the exchange rate was fixed for the period using the average exchange rate
from July 2022 to October 2023. A cost-of-living factor is also applied to the fees for these directors.
3
Mr Nkosi resigned from the Board, effective 10 November 2023. A pro rata portion of the Board
Chairman fee was paid in Q2 FY24.
4
Mr Westwell was appointed as the interim Chairman of the Board effective 11 November 2023.
Subsequently, Mr Westwell was paid a pro rata portion of the Board Chairman, Lead Independent
Director and Committee fees in Q2 FY24. Mr Westwell retired as Chairman of the Sasol Limited Board,
effective 1 June 2024 and received a pro rata portion of the Board Chairman fee for Q4.
5
Ms Dube was appointed as a member of the Audit Committee effective 11 August 2023. A pro rata
portion of the Audit Committee quarterly fee was paid in Q1 FY24. Ms Dube in her capacity as Lead
Independent Director, additionally carried out the responsibilities of acting Chairman of the Board on
the retirement of the Chairman. Subsequently, Ms Dube received payment for one third of the Board
Chairman fee and two thirds of the Board, Lead Independent Director, member of Nomination &
Governance, Capital Investment Committee and Chair of the Safety, Social and Ethics Committee fee
for Q4 of FY24.
6
Dr Flöel was appointed as the Chairman of the Capital Investment Committee and member of the
Nomination Governance Committee effective 16 November 2023. A pro rata portion of the Capital
Investment Committee Chairman and Nomination Governance Committee quarterly fee was paid in
Q2 FY24.
7
Ms Harper was appointed as member of the Capital Investment Committee effective 11 August 2023.
A pro rata portion of the Capital Investment Committee quarterly fee was paid in Q1 FY24.
8
Mr Schierenbeck resigned from the Board effective 31 October 2023. A pro rata portion of the Board
and Committees was paid in Q2 FY24.
9
Mr Cumming was appointed as a Sasol Limited NED and member of the Capital Investment
Committee, Remuneration Committee and Safety, Social & Ethics Committee, effective 1 June 2024.
Mr Cumming received a pro rata portion of the Board & Committee fees for Q4 FY24.
10
2023 fees include VAT.
