SASOL Integrated Report 2025_Final_28 August 2025 - Flipbook - Page 146
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
PORTFOLIOS
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
PART III: SECTION A – EXECUTIVE REMUNERATION POLICY (INCLUDING NEDs) continued
Regulatory compliance
Our reporting complies with the:
JSE Limited (JSE) Listings Requirements
IR
United States Securities and Exchange
Commission rules and regulations
AFS
20-F
South African Companies Act 71 of 2008,
as amended
IR
AFS
King IV™ Report on Corporate Governance
for South Africa, 2016
IR
AFS
www
The Committee’s Terms of Reference and the
Group Remuneration Policy are available on our website
www.sasol.com
Remuneration Committee Risk
and Governance
Sasol conforms to all applicable statutes and
remuneration governance codes in the different
jurisdictions where it conducts business.
The Committee is appointed by the Board to assist
in ensuring that the Group pays its employees
in a fair, responsible, and transparent manner
by putting in place affordable, competitive, and
equitable reward systems that encourage the
accomplishment of strategic goals and favourable
results over the short, medium and long term.
Following careful evaluation of performance
in relation to the pre-approved targets that
were established for the performance period,
all incentive pay-outs, and the vesting of
performance LTIs are authorised. Salary increases
are approved individually by the Committee for
Prescribed Officers and by the Board of Executive
Directors and the Company Secretary.
The Committee ensures effective risk management
oversight in relation to material remuneration risks
within its scope and will exercise its discretion
within the Group’s overall risk framework.
The following processes mitigate against
unintended outcomes and risks:
A The Committee considers people related risks
on a quarterly basis.
A The Remuneration Policy is transparent and
made available to all stakeholders.
A All executive reward policy exceptions are
approved by the Committee or the Board,
as appropriate.
A Incentive plan design principles and targets as
well as the reward mix are reviewed annually.
A The vesting of LTI plans is subject to
performance and/or time-based criteria and
awards are never backdated.
A Executives do not approve their own benefits
or remuneration and are recused from all
discussions relating to their own remuneration.
A The maximum incentive awards, based on
performance outcomes, are capped by a preapproved formula.
A The Committee retains discretion to alter any
reward outcome if this is considered to be in
the best interests of the Company.
A MSRs and post-cessation shareholding
requirements are implemented for Executive
Directors and Prescribed Officers.
A A comprehensive Malus and Clawback Policy as
well as an Executive Compensation Recovery
Policy apply.
Members of management are recused from
meetings when matters impacting their own
remuneration are discussed. In all meetings, the
Committee discusses and confirms all decisions
taken without management present.
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