SASOL Integrated Report 2025_Final_28 August 2025 - Flipbook - Page 145
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
PORTFOLIOS
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
PART III: SECTION A – EXECUTIVE REMUNERATION POLICY (INCLUDING NEDs) continued
Overview of remuneration elements continued
REMUNERATION – SECTION A continued
EXECUTIVE
REMUNERATION
Clawback and Malus
The Clawback and Malus policy applies to all awards made under the short-term and long-term incentive plans.
Clawback Policy
Malus Policy
This policy refers to the recoupment, during a period of up to three years after the
payment/settlement of an award, from a current or former recipient of the award.
The policy refers to the reduction and forfeiture in full or in part of an award before the
relevant vesting date or accrual date.
Trigger events for the Clawback policy include:
The Committee may exercise its discretion to determine that an award is subject to Malus
as a result of one or more of the following Trigger events, having been identified before
the vesting or accrual of an award:
• the discovery of a Material misstatement resulting in an adjustment to the Company’s
audited accounts;
• the discovery that any information or the assessment of any performance condition(s)
used to determine an award was based on erroneous, or misleading information, and
lead to a Material error in the calculation of an award;
• any act of or omission by the participant which has directly or indirectly contributed
to any inaccuracy, error or misleading information referred to in the paragraphs
immediately above;
• the Company financial statements having been Materially restated (other than a restatement
due to an appropriate change in accounting policy or to rectify a minor error);
• the discovery that any information or the assessment of any performance or other
condition(s) used to determine an award was based on erroneous, inaccurate, or misleading
information, and led to a Material error in the calculation of an award;
• the Company having suffered a Material downturn in its financial performance;
• the discovery of an event that occurred prior to award, vesting, or accrual that has
led to the censure of the Company by a regulatory authority or has had a Materially
detrimental impact on the reputation of the Company, which event was caused by
or ought reasonably to have been prevented by the participant;
• the Company at any time suffered a Material failure or error in risk management or financial
management, (which failure or error was caused by or ought reasonably to have been
prevented by the participant);
• the discovery of an event that occurred prior to award, vesting, or accrual that
amounted to a Material failure of or error in risk management or financial management
(which event was caused by or ought reasonably to have been prevented by the
participant); and/or
• the participant having deliberately misled the Company on the financial performance or
position of the Company;
• the discovery of conduct that occurred prior to award, vesting, or accrual which, in the
reasonable opinion of the Committee, amounts to gross misconduct by the participant.
The Committee approved the Recovery Policy which applies to Executive
Directors and Prescribed Officers (Executive Officers). Where the Company is
required to prepare a Restatement due to material noncompliance with any
financial reporting requirements, the provisions of the Recovery Policy will
govern the recovery of erroneously awarded compensation from Executive
Officers. Where the provisions of the Recovery Policy are not triggered, the
provisions of the Clawback and Malus Policy will apply. These policies are
available on request.
• the Company having been censured by a regulatory authority, which censure was caused by
or ought reasonably to have been prevented by the participant;
• the participant’s actions having amounted to misconduct or poor work performance that
did not result in a termination of employment; and/or
• any other matter which, in the reasonable opinion of the Committee, is required to be
considered to comply with prevailing legal and/or regulatory requirements.
The process which
will be followed
in the eventuality
that a Trigger
event is identified,
is outlined in
the process flow
beside:
Trigger event
identified
Initial
Assessment
Investigation and
Recommended action
Determine severity and impact,
level of accountability
Documentation
and Reporting
May escalate to the
Board as needed
SASOL INTEGRATED REPORT 2025 144
Decision and
Implementation
Remuneration
Committee Evaluation
Assessment of findings
and evaluation of impact
