Integrated_Annual_Report_2026 - Flipbook - Page 81
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
BOARD OF DIRECTORS CONTINUED
Board tenure (years)
Independence
Diversity
Age and Tenure
The Board maintains a strong commitment to
independence as a cornerstone of effective governance
and objective oversight. Independence is assessed
annually against the criteria set out in the Companies
Act, King VTM principles and other applicable regulatory
requirements. All non-Executive Directors, including
the Chairman, are independent. Directors may serve
for a period of nine years, extendable annually up to a
maximum of 12 years. In determining independence,
the Board applies a substance-over-form approach,
considering skills, capabilities, experience, tenure,
relationships and any other factors that may impair
objective judgement. Where a director’s independence
may be impacted, appropriate disclosures are made
and mitigating measures are implemented. Sasol also
has a rigorous process in place to manage conflicts of
interests. The Nomination and Governance Committee
considers the commitments of Directors when they are
first appointed, as well as annually, or at any other time
when a Director’s circumstances change and warrant
re-evaluation. This is done to determine whether a
Director has sufficient time to discharge his or her
duties effectively and is free from conflicts that cannot
be managed satisfactorily.
The Board recognises diversity, including gender, as a key driver of
effective governance and sustained performance. It is committed
to fostering a diverse and inclusive board composition across
a range of dimensions, including gender, skills, experience, race,
nationality and age, and it is the Board’s policy that broader diversity
at Board level will be promoted. Diversity considerations are
embedded in the nomination and succession planning processes,
supported by measurable targets and ongoing monitoring. This
approach ensures a broad range of perspectives, enhances the
quality of decision-making, and strengthens the Board’s overall
effectiveness.
In line with its Memorandum of
Incorporation, the Board does
not prescribe fixed limits on age,
tenure or nationality, but applies
the eligibility and disqualification
provisions of the Companies Act.
This principles-based approach
enables the Board to maintain
an appropriate balance of
experience, continuity and diverse
global perspectives, supporting
effective governance and
alignment with Sasol’s strategic
and international footprint.
This approach ensures balanced, unbiased decisionmaking and safeguards the integrity of the Board’s
oversight.
The Board approved voluntary gender and race diversity targets
of 40% and 50% respectively. The current Board composition,
at 36% female representation measured across the full Board, is
below the 40% target following the resignation of Ms KC Harper
in February 2026. The Board maintains a deliberate and proactive
focus on gender balance in future succession planning and
nomination decisions.
46%
5 0 – 2 years
1 3 – 5 years
5 6 – 10 years
80
60
Race
Gender voluntary
target as approved
- 40% female
(same as FY25).
45%
Age
Year
Gender
9%
Target for Historically
Disadvantaged Persons
(HDP)* voluntary target
of 50%
40
20
0
time
Age in years
Average
Board Categorisation
13%
36%
64%
87%
Meetings and attendance
27%
8 Independent nonExecutive Directors
73%
3 Executive Directors
4 Female
6 HDP
7 Male
2 Non-HDP
* Percentage of South African Directors
There are nine scheduled Board
engagements: seven formal Board
meetings and two Board strategy
sessions. For the reporting period
the Board held seven meetings and
two strategy meetings.
FY26
9
100%
Meetings
Attendance
The Board is satisfied that it remained appropriately constituted during the year, with the required balance of knowledge, experience, independence, diversity and industry
insight to discharge its duties effectively. Additional detail on Board composition, attendance and committee membership is provided in the King VTM Disclosure Framework.
www
Refer to the Board’s independence and broader diversity policy available at www.sasol.com.
SASOL INTEGRATED REPORT 2026
80
