SASOL Integrated Report 2025_Final_28 August 2025 - Flipbook - Page 127
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
PORTFOLIOS
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
GOVERNANCE continued
GROUP GOVERNANCE continued
Our Board Committees
Audit
Committee
MEMBERS
DGP Eyton*
KC Harper
S Subramoney
NX Muleke#
*
^
–
#
The Committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group.
Capital
Investment
Committee
CHAIRMAN
GMB Kennealy
AC
MEETINGS
ATTENDANCE
5
99%^
Appointed as member on 14 September 2024
Due to prior commitments a previous member of the Committee, Ms Matyuma
could not attend the meeting on 28 August 2024
Ms MBN Dube stepped down as member of this Committee on 13 September 2024
due to her appointment as Chairman of the Board
Appointed as member on 22 August 2025
Mandate
To oversee:
• The quality and integrity of Sasol’s integrated and financial reporting.
• The qualification, independence and effectiveness of the internal and
external audit functions.
• Compliance with legal and regulatory requirements to the extent that it
might have an impact on financial statements.
• Financial market risk management and hedging matters.
• The strategic direction of digital and Information Management (IM)
development in a manner that supports the Group in achieving its strategic
objectives and ensuring the optimal return on digital and IM investment.
• That the control environment of information and technology is appropriately
managed and that any risks posed by pursuing or not advancing certain
digital strategies are addressed.
CIC
MEMBERS
S Baloyi
WP Bruns**
DGP Eyton**
M Flöel***
MBN Dube****
GMB Kennealy
Nomination and
Governance
Committee
CHAIRMAN
MJ Cuambe*
MEETINGS
ATTENDANCE
5
97%^
*
**
**
***
***
Appointed as Chairman on 6 June 2025
Appointed as member on 1 September 2024
Served as Chairman of the Committee until 6 June 2025.
****
Was a member until her appointment as Chairman of the Board on
13 September 2024. Re-appointed a member on 1 May 2025
–
As a result of the Committee being restructured, Mr VD Kahla and Ms KC Harper are
no longer members of this Committee with effect from 1 May 2025
^ Due to prior commitments Mr Cuambe and Mr Cumming (a previous member of the
Committee) could not attend the meeting on 15 August 2024. Mr Cuambe could also
not attend the meeting on 12 November 2024 due to the political unrest that took
place in Mozambique at that stage
Mandate
• To evaluate mergers, acquisitions, investments, divestments and
disposals prior to approval by the Board.
• To monitor these mergers, acquisitions and Board-approved
investments, divestments and disposals, as well as the Company’s
capital allocation and asset review programmes.
• To monitor Sasol’s innovation and technology developments, ensuring
these developments support the medium- to long-term strategic
direction of the Company.
A Financial performance, specifically considering the impact of market
A Overseeing investments and divestments and ensuring prioritisation
A
A
A
A
A
A
www
Refer to the Report of the Audit Committee in our Annual Financial Statements for
more detail, available on our website www.sasol.com
MEETINGS
ATTENDANCE
9
98%^
Appointed as Chairman on 13 September 2024
Appointed as member on 1 May 2025
Appointed as member on 14 September 2024
^ Due to prior commitments Mr Cuambe and Mr Cumming could not
attend the special meeting on 6 May 2025
Mandate
• To ensure effective corporate governance.
• To assist with the composition of the Board and its Committees,
succession planning and the appointment of Directors.
• To manage the performance of the Board, its Committees and the
Directors.
• To monitor compliance and provide reasonable assurance regarding the
quality, integrity and reliability of compliance risk management.
• To assist with ensuring that shareholders’ needs, interests and
expectations are understood and taken into account.
• To monitor the vulnerability of the Company to takeovers and ensuring
that adequate systems are in place to respond to takeover advances.
Key matters dealt with in 2025 and focus areas for 2026
Key matters dealt with in 2025 and focus areas for 2026
A
MJ Cuambe**
DGP Eyton***
M Flöel
GMB Kennealy
*
Key matters dealt with in 2025 and focus areas for 2026
volatility, geopolitical uncertainty and disruption resulting in impairments
and fair value adjustments.
Balance sheet and liquidity management. It is key to drive resilience and
cash flow improvement, and essential that capital allocation principles
prioritise and strengthen our balance sheet.
Financial management, key audit matters and significant areas of
judgement. The Committee also monitored the integrity of financial
reporting systems and disclosures by reviewing and challenging
judgements, estimates, and the accounting for significant transactions.
Ensuring the quality of the statutory audit.
Ensuring the integrity and effectiveness of reporting.
Ensuring effective combined assurance, internal control and risk
management and dealing with material weaknesses that are reported.
Overseeing the further development of Sasol’s digital strategies and
technology solutions and monitoring cyber security and information and
operating technology issues.
Assessing risks on matters such as going concern, impairments of assets
and fair values.
MEMBERS
CHAIRMAN
MBN Dube*
NGC
A
A
A
A
A
of investments that best support the sustainability of the
organisation.
Monitoring progress of Mozambique projects and strategic
approaches to developing large-scale natural gas import
opportunities for South Africa.
Monitoring the Group’s capital performance and guiding on
prioritised capital expenditure.
Intensifying the discussion on Sasol’s innovation and technology
developments to ensure alignment with the Company's medium- to
long-term strategic direction.
Providing direction and assurance on strategic considerations and
risks in respect of potential investments, divestments, mergers and
acquisitions.
During 2026 the Committee will specifically monitor and provide
direction on key matters within its mandate in support of Sasol's
strategic priorities communicated at Capital Markets Day.
SASOL INTEGRATED REPORT 2025 126
A Significant time is being spent on succession planning, ensuring the
right skills and competence are available.
A Reviewing the composition of the Board and its Committees and
managing potential conflicts of interests.
A Ensuring general corporate governance mechanisms and the
framework are appropriate and effective in view of developments in
the Group and its business environment.
A Ensuring optimal performance by the Board, its Committees and the
Directors and addressing areas identified for improvement during
the evaluation process.
A Ensuring that our shareholders’ needs, interests and expectations
are understood and taken into account in the Group’s strategy and
balanced with other stakeholder needs and interests while also
maintaining regular and transparent communication and disclosure.
A Ensuring effective risk management oversight, specifically in
relation to material risks within the ambit of the Committee’s
responsibilities.
