SASOL Integrated Report 2025_Final_28 August 2025 - Flipbook - Page 141
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
PORTFOLIOS
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
PART II: REMUNERATION COMMITTEE CHAIRMAN’S BACKGROUND STATEMENT continued
Fit for purpose incentive designs
Recognising the importance of our operational
employees and their contribution to Sasol’s
success, a production incentive plan was
introduced at plant level for employees below
supervisory levels, in Secunda, Sasolburg, Natref
and our operations in ROAS including Mozambique.
These incentive plans are simple to explain, and
focused on incentivising safe production as well as
promoting an inclusive culture. The cost of these
plans was capped at the cost of the group STI plan
in which employees previously participated in.
Through the implementation of these plans,
employees could reflect on and improve their own
performance relative to that of the group.
The KPIs and targets set for the FY26 short-term and long-term incentive awards have been revised
as follows:
Long-Term Incentive (LTI) Plan
• We have replaced the Return on Invested Capital (ROIC) metric with two new measures which
will apply to the performance period FY26 – FY28. The rationale for the replacement of ROIC
is due to our commitment to reducing net debt and focusing on our foundation business.
In future years as we look to grow and invest in capital expenditure, ROIC may return as a
performance metric to measure that progress;
• Turnaround in International Chemicals Business – a greater than 15% EBITDA margin percentage
by FY28. This metric emphasises the importance of cash flow generation from our International
Chemicals portfolio, reflecting our strategic focus on expanding and optimising this segment; and
• Southern Africa Breakeven Oil Price of at least US$50/bbl. This target underscores our
commitment to maintaining resilience amidst fluctuating oil prices and exchange rates
as well as the global demand for our products.
In addition, the Sasol Mining Production Bonus
was redesigned to integrate safety into production
targets as opposed to being incentivised
separately. This supported our safety drive and the
results were positive.
Short-Term Incentive (STI) Plans
Looking Forward: FY26
Non-executive director fees (NED)
In preparation for the policy review effective
FY26, the Committee Chairman and members of
management met with large institutional investors
who represent 40% of shares in issue to discuss
proposed policy changes for FY26.
• The STI targets have been reviewed and updated to align with our CMD commitments.
• We also integrated the sustenance capital expenditure target into the free cash flow/turnover
metric.
• The NED fees were last adjusted in January 2024.
• The Committee considered the fees payable to non-executive directors of Sasol Limited,
and made a recommendation to the Board for a small Committee fee adjustment effective
1 January 2026, which will be tabled for shareholder approval at the November 2025 AGM.
Independent Advisor
We duly considered and incorporated feedback
where it aligned with the remuneration philosophy
and strategy. At the August 2025 Committee
meeting, the following policy changes were
approved for FY26:
Mr David Tuch, Managing Director, Alvarez and Marsal London, supported the Committee with
external independent advice. The Committee is satisfied with Mr Tuch’s independence. In line with
Sasol’s supply chain process, the Committee issued a tender for an amended scope of service and
Deloitte SA will, effective 1 September 2025, attend Committee meetings. I would like to thank
David for his professional guidance and support.
• A revised executive pay-mix with the restricted
shares offered to members of the group
executive being replaced by performance shares
with all shares now vesting after a three year
performance period (rather than 50% after three
years and 50% after five years); and
Closing
• Changes to the executive peer group used
for purposes of executive remuneration
benchmarking and the relative TSR metric in the
FY26 long-term incentive awards. The revised
group is better aligned with Sasol’s enterprise
value, the share price correlation over the past
five and ten years and the complexity of both
our business model and geographic footprint.
I would like to thank my predecessor Tim Cumming for leading the Committee for the largest part
of the year and wish him all of the best in his new endeavours. I am also very grateful to my fellow
Committee members and to members of management for their support and contribution through
the past year.
Dr. Martina Flöel
Chairman of Remuneration Committee
22 August 2025
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