Integrated_Annual_Report_2026 - Flipbook - Page 164
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 II: SECTION C – NON-EXECUTIVE DIRECTOR FEE POLICY
Chairman and Non-Executive Director Fees
Non-Executive Directors (NEDs) are appointed to the Sasol Limited
Board based on the competencies and experience required to guide
the Group’s long-term direction and provide independent oversight
of performance against strategic priorities. NEDs also hold executive
management accountable for delivering results over the short, medium
and long term. To attract and retain individuals of the calibre required
for a complex multinational organisation, NED fees are set at levels that
reflect the scope and responsibilities of their roles.
The Company maintains a standalone non-Executive Director (NED) Fee
Policy which sets out the criteria governing the determination and payment
of non-Executive director fees. The NED Fee Policy addresses, amongst
other things, the basis for setting and reviewing fees, the fee structure, market
alignment and benchmarking methodology, the frequency and nature of fee
payments, and ancillary matters such as travel, accommodation, and the
reimbursement of expenses.
WHAT WE
PAY
HOW FEES
ARE SET1
WHO
APPROVES
• Fixed fees
• No STI or LTI
• Benchmarked
• Management
to Executive
Remuneration
Peer group
recommends
participation
• No loss
• Target 50th
of office
payments
percentile
• COLA
• Paid quarterly
adjustments
applied
1
• Committee
reviews and
recommends
• Board endorses
• Shareholder
approval at AGM
Volatility in foreign exchange rates is managed through the application of an average exchange rate calculated over a 12- or 18-month period.
A copy of the NED Fee Policy is made available to shareholders when voting
on the quantum of NED fees in terms of section 66(9) of the Companies
Act. The actual NED fees paid in the year under review are disclosed in the
Implementation Report (Part III).
NEDs do not participate in STI or LTI plans, and no arrangements exist for
compensation in the event of loss of office. Fees are determined annually and
paid pro-rata following each quarterly Board cycle.
From a fairness and equality perspective, NED fees are denominated in
US dollars. However, for NEDs residing outside Europe, the UK or North America,
a cost-of-living (COLA) adjustment is applied to reflect differences in living costs
between the country of residence and the market on which the fee structure is
based, to support equitable remuneration across geographies. South African
NEDs are paid in ZAR. All other NEDs are remunerated in US dollars.
Sasol benchmarks NED fees against the same peer group used for executive
remuneration. This group includes JSE-listed and international chemicals and
energy companies with a comparable geographic footprint, organisational scale
and complexity, as well as revenue and enterprise value. Fees are positioned
around the 50th percentile of this peer group.
Management regularly conducts a comprehensive market review and proposes
any adjustments to the Committee, which evaluates the proposals for increases
taking into account the scope and time commitment of the role. The Committee
recommends fees to the Board for review and endorsement, after which the
proposed fee structure is, in line with regulatory requirements, submitted to
shareholders for approval at the Annual General Meeting (AGM).
SASOL INTEGRATED REPORT 2026
163
