SASOL Integrated Report 2025_Final_28 August 2025 - Flipbook - Page 148
INTRODUCTION
ABOUT SASOL
STRATEGIC OVERVIEW
PORTFOLIOS
ESG
REMUNERATION REPORT
DATA AND ASSURANCE / ADMINISTRATION
PART III: SECTION A – EXECUTIVE REMUNERATION POLICY (INCLUDING NEDs) continued
Chairman and Non-Executive Director Fees (NED)
NEDs are appointed to the Sasol Limited Board based on their competencies, and experience which are
essential to guiding the Group’s long-term direction and providing independent oversight of performance
against strategic priorities. Their role includes holding executive management accountable for delivering
results across the short, medium, and long term. To attract and retain individuals of the calibre required
for a complex, multinational organisation, NED fees are set at levels that reflect the scope
and responsibility of their roles.
NEDs do not participate in STI or LTI plans, and no arrangements exist for compensation in the event of
loss of office. Fees are determined annually but paid proportionally following each quarterly Board cycle.
Termination arrangements applicable to Group Executive Committee (GEC)
Remuneration
Policy
component
Voluntary termination, i.e.,
resignation
Involuntary termination, i.e. retrenchment,
redundancy, retirement or other reasons
included under the definition of ‘good leaver’
as stipulated in the Sasol LTI plan (2022)
Base salary
Payable up to the last day of
service including the notice period
either in exchange for service or in
lieu of the notice period.
Payable up to the last day of service including a
three-to-six month notice period.
Health
insurance
Benefit continues up to the last
day of service.
Benefit continues up to the last day of service;
SA employees who qualify for the postretirement subsidy continue to receive the
employer’s contribution post-retirement.
Retirement
and risk plans
Employer contributions are paid up to the last day of service. In most countries, the
employee is entitled to the full value of the investment fund credit and any returns
thereon; alternatively benefits under (now closed) Defined Benefits Funds in our
European operations.
Severance
payments
Subject to Committee or Board
approval, an ex gratia separation
package may be agreed upon.
A severance package equal to three weeks’
salary per completed year of service is offered
which may be increased for voluntary
retrenchment at the Committee’s discretion.
STI
If the Executive resigns on or after
30 June, there is an entitlement
for consideration of the STI which
may have been approved for the
previous financial year, subject to
the achievement or performance
targets.
A pro rata incentive may be considered for the
period in service during the financial year
subject to the meeting of performance targets
and only if approved for the rest of employees.
All unvested LTIs are forfeited.
All vesting conditions remain unchanged. In the
case of death vesting is accelerated.
LTI
From a fairness and equality perspective, all NED fees are denominated in US dollars. However, for NEDs
residing outside of Europe, the UK, or North America, a downward cost-of-living adjustment is applied for
the host country to the home country, to ensure equitable remuneration across geographies. South
African NEDs are paid in ZAR. All other NEDs are remunerated in US dollars.
Sasol compares NED fees against the same peer group used for executive remuneration. This group
includes JSE-listed and international chemicals and energy companies with a comparable geographic
footprint, organisational scale and complexity as well as revenue, market capitalisation and enterprise
value. Fees are positioned around the 50th percentile of this peer group.
Management conducts a comprehensive market review and proposes any adjustments to the Committee
which evaluates the proposals for market competitiveness, governance alignment, and shareholder
expectations. The Committee recommends to the Board which then reviews and endorses the proposed
fee structure, which is submitted to shareholders for approval at the Annual General Meeting (AGM), in line
with regulatory requirements.
Peer Group
Benchmarking
(JSE and
International
companies)
Investor
Engagement
(annual)
Sasol Limited
Board Review
Implementation
Management
Review and
Proposal
Remuneration
Committee
Review
Submission
for
Shareholder
Approval
Annual
General
Meeting
The Remuneration Committee, considering the interests of shareholders and the Company, retains the
discretion to make decisions which align with the remuneration philosophy in particular respect to the
treatment of Good and Bad Leavers.
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