Integrated_Annual_Report_2026 - Flipbook - Page 84
INTRODUCTION
SASOL AT A
GLANCE
EXECUTING
STRATEGY
DRIVING SUSTAINABLE
VALUE CREATION
DELIVERING
BUSINESS VALUE
SUMMARISED FINANCIAL
PERFORMANCE
CORPORATE
GOVERNANCE
SUSTAINABILITY
REPORT
REMUNERATION
REPORT
ASSURANCE /
ADMINISTRATION
BOARD COMMITTEES CONTINUED
Committee governance and how our committees create and protect value continued
Nomination and
Governance Committee
NGC
CHAIRMAN
MBN Dube
The Committee plays a central role in supporting the Board in strengthening governance, enhancing
leadership effectiveness and safeguarding long-term, sustainable value creation.
MEETINGS
MEMBERS
MJ Cuambe
DGP Eyton
M Flöel
GMB Kennealy
ATTENDANCE
5 100%
MANDATE:
• Assists the Board in promoting ethical and effective
•
•
•
leadership, sound governance practices and longterm sustainable value creation across the Group
Oversees the effectiveness of the Group’s
governance framework, including governance
policies, disclosures and emerging governance
related risks and alignment with evolving regulatory
and best practice requirements
Oversees Board and Committee composition,
succession planning and diversity, including
the identification and nomination of directors,
independence assessments and maintenance of an
appropriate skills mix
Oversees executive succession and appointments,
including recommendations on the composition
of the Group Executive Committee and leadership
continuity for key roles
•
•
•
performance evaluations, and supports the Board
in enhancing overall effectiveness and governance
maturity
Oversees director induction, training and continuous
development, ensuring the Board maintains
appropriate capability aligned to strategic and
emerging focus areas
Oversees legal, regulatory and compliance risk
and governance, including monitoring adherence
to applicable laws, codes and standards, and the
integrity of compliance frameworks
Supports the Board in overseeing stakeholder
governance and shareholder engagement, including
investor relations
• Progress on non-Executive Director succession
including preparation for King VTM adoption
and ongoing alignment with global governance
standards
and recruitment, ensuring alignment with future
strategic capability requirements
• Continued focus on Board composition,
independence, skills and succession planning,
supported by a formal skills development matrix
benchmarking and ongoing director development
CHAIRMAN
M Flöel
The Committee plays a key role in supporting the Board in ensuring fair, responsible and transparent
remuneration practices that align stakeholder interests and drive sustainable value creation
MEMBERS
MJ Cuambe
KC Harper – Resigned as member on 16 February 2026
S Subramoney
R Gasant – Appointed as member on 1 June 2026
MEETINGS
ATTENDANCE
4 100%
• Assists the Board in overseeing the Group’s
remuneration framework and policies, ensuring
alignment with strategy, performance outcomes and
regulatory requirements
• Oversees the design and implementation of
remuneration structures, including the appropriate
balance between fixed and variable pay and
alignment with market benchmarks and internal
equity
• Oversees short- and long-term incentive plans,
including performance measures, target setting
and outcomes, ensuring alignment with financial,
operational, ESG and risk considerations
• Oversees remuneration outcomes for executive
directors, prescribed officers and employees,
including salary increases, incentive awards
and retention arrangements, and makes
recommendations to the Board where required
• Oversees governance and risk considerations in
remuneration, including the application of malus and
clawback provisions and ensuring remuneration
does not incentivise excessive risk-taking
• Oversees remuneration and benefit practices across
the Group, including living wage considerations,
employee benefits and internal pay equity
• Oversees the preparation and integrity of the
Remuneration Report and related disclosures,
ensuring transparency and alignment with
stakeholder expectations
• Supports the Board in shareholder engagement
on remuneration matters, including responding to
shareholder feedback and voting outcomes
IN FY26, KEY AREAS OF FOCUS INCLUDED
• Oversight of governance framework enhancements,
compliance posture, including emerging disclosure
and compliance requirements
REMCO
MANDATE:
• Oversees Board, Committee and Director
IN FY26, KEY AREAS OF FOCUS INCLUDED
• Monitoring of regulatory developments and
Remuneration
Committee
• Oversight of stakeholder and investor
considerations, including AGM readiness, proxy
voting trends and shareholder engagement matters
• Review of corporate compliance programmes,
• Oversight of remuneration outcomes and alignment
to performance, including STI and LTI delivery
against targets and market benchmarks
• Oversight of Remuneration Policy compliance
incorporating shareholder feedback and evolving
expectations
and updates, including malus, clawback and
shareholding requirements
• Consideration of market competitiveness of
executive remuneration, including potential
adjustments to pay structures and incentive pools
• Monitoring of Board and Committee effectiveness,
• Monitoring of people risks, including talent retention,
Contributes to value creation by ensuring effective leadership, optimal Board composition and robust
governance practices that enable sound decision-making and long-term strategic oversight.
with attention to inflationary pressures and
affordability
• Focus on remuneration governance and disclosure,
including alignment with evolving international
expectations (e.g. DOJ guidance)
including evaluation outcomes and development
initiatives
• Review of labour relations and wage negotiations,
• Continued engagement on culture, employee
sentiment and leadership development as key
drivers of performance
critical skills and workforce stability
Contributes to value creation by aligning remuneration outcomes with performance, strategy and stakeholder
interests, thereby driving accountability, talent retention and sustainable performance.
Refer to the Remuneration Report for more details on page 148
SASOL INTEGRATED REPORT 2026
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