Integrated_Annual_Report_2026 - Flipbook - Page 153
INTRODUCTION
SASOL AT A
GLANCE
DRIVING SUSTAINABLE
VALUE CREATION
EXECUTING
STRATEGY
DELIVERING
BUSINESS VALUE
SUMMARISED FINANCIAL
PERFORMANCE
CORPORATE
GOVERNANCE
SUSTAINABILITY
REPORT
REMUNERATION
REPORT
ASSURANCE /
ADMINISTRATION
PART I: REMUNERATION COMMITTEE CHAIRMAN’S BACKGROUND STATEMENT CONTINUED
During the year under review, the Remuneration Policy was formally
reviewed against prevailing market practice and the remuneration
frameworks of relevant peer companies to assess its continued
competitiveness, appropriateness and alignment with Sasol’s
strategic objectives. The review did not identify any material gaps or
strategic considerations requiring policy changes, but the policy was
updated to ensure alignment with the changes to the Companies
Act 71 of 2008, as amended by the Companies Amendment Act 16
of 2024 – South Africa (Companies Act) sections 30A and 30B,
the JSE Listings Requirements and Principle 11 of the King V Report
on Corporate Governance™ in South Africa, 2025. Accordingly,
the Committee elected to retain the core principles and overall
structure of the Remuneration Policy, recognising that stability and
consistency support the successful execution of Sasol’s strategy.
No material changes were made to the Policy framework, although
annual incentive design principles (including the formula used in
the calculation of incentives) and performance targets were refined
to reflect the Group’s evolving strategic priorities. The Committee
will continue to monitor external developments and shareholder
expectations to ensure that the Policy remains fit for purpose.
The Committee also ensured that the FY26 incentive frameworks
remained closely aligned with the delivery of Sasol’s strategic
priorities. The annual incentive framework was refined to strengthen
accountability for the execution of key near-term priorities focused on
improving operational performance, strengthening cash generation
and supporting the delivery of commitments made at the 2025
Capital Markets Day.
To further strengthen capital discipline and cash generation, the
sustenance capital expenditure target was incorporated into
the free cash flow to turnover metric, enhancing the relationship
between operational performance, capital allocation and
cash outcomes.
The long-term incentive framework was similarly refined to support
the delivery of Sasol’s strategic priorities over the FY26 – FY28
performance cycle.
The Return on Invested Capital (ROIC) measure was temporarily
replaced with performance measures that more directly support
the Group’s current focus on strengthening the foundation business,
improving financial resilience and reducing net debt. The Committee
intends to reconsider the inclusion of ROIC as the capital investment
programme progresses and value creation priorities evolve.
New LTI measures were introduced to drive sustained improvement
in cash generation and operational resilience, including a target for
the International Chemicals business to achieve an EBITDA margin of
15% by FY28, and for the South African business, a target to reach a
breakeven oil price of US$50 by FY28.
for Prescribed Officers and recommended to the Board for
approval salary increases for the Group Company Secretary,
the Chief Assurance Officer and the Executive Directors.
These included market adjustments where appropriate.
• Approved the design principles and performance targets
Legal and Regulatory Update
On 22 May 2026, sections 30A and 30B of the Companies Act
came into force with immediate effect. These sections replace
the previous non-binding advisory voting regime under the
JSE Listings Requirements with an ordinary vote regime.
Specifically:
• Section 30A provides that the Remuneration Policy, detailed
in Part II of this Report, must be presented at the AGM for
approval by shareholders through an ordinary resolution every
three years or whenever a material amendment to the policy
is made, whichever occurs first.
• Section 30B provides that the Remuneration Report,
Regulatory compliance
Our reporting complies with the:
JSE Limited (JSE) Listings Requirements
• Reviewed remuneration practices, policy provisions and
reward structures against market developments and relevant
peer companies.
• Reviewed horizontal and vertical pay gap analyses across our
operations with more than 200 employees, confirming the
absence of systemic discriminatory remuneration practices.
In South Africa, this included both race- and gender-based
pay equity assessments, as well as the remuneration gap
review prescribed by section 30B of the Companies Act.
through the Group’s risk management processes.
• Assessed whether any circumstances arose requiring the
application of the Malus and Clawback Policy and confirmed
that no such intervention was necessary during the year.
• Conducted a scheduled review of and approved remunerationrelated policies, including those dealing with minimum
shareholding requirements, malus and clawback provisions
and executive remuneration recovery mechanisms.
• Considered shareholder voting outcomes, investor feedback
AFS
IR
United States Securities and Exchange
Commission (SEC) rules and regulations
20-F
South African Companies Act 71 of 2008, as
amended
IR
AFS
King IV and V™ Reports on Corporate Governance
for South Africa
IR
AFS
The Committee’s focus for the year under review
To ensure that Sasol’s remuneration practices remain competitive,
fit for purpose and aligned with the Group’s strategy, the
Committee undertook the following key activities during FY26:
• Reviewed and approved the executive remuneration mix
against relevant market benchmarks, informed by advice from
the independent remuneration advisor.
• Approved the annual salary increase budgets for the workforce.
152
applicable to the FY26 short-term and long-term incentive
plans.
• Considered people-related risks and trends as reported
comprising the Background Statement, a copy of the
Remuneration Policy, and the Implementation Report must be
presented at the AGM for approval by shareholders through
ordinary resolution every year. Section 30B also introduces
certain remuneration disclosures that must be made in the
Implementation Report, detailed in Part III of this Report.
SASOL INTEGRATED REPORT 2026
• Approved salary increases (and some market adjustments)
and external advisor commentary on the Remuneration
Report, and reviewed opportunities to further enhance
remuneration disclosures and stakeholder engagement.
• Reviewed the Committee’s Terms of Reference and annual
work plan and approved the continued appointment of the
independent remuneration advisor (Deloitte SA), for the next
financial year.
In the context of developing a compelling employee value
proposition, the Committee also considered initiatives aimed
at strengthening organisational effectiveness, inclusion
and sustainable performance. In this context, the return
of South African office-based employees to the office
environment, five days per week, was supported as a means
of enhancing collaboration, accountability and cross-functional
integration in support of Sasol’s strategic priorities.
