Sasol Form 20-F for the year ended 30 June 2021 - Book - Page 91
to remuneration of directors for their services as
directors, in accordance with the Companies Act our
MOI requires shareholder approval by way of a special
resolution (i.e. requiring a 75% majority of those
present and voting) obtained in the previous two years
for the payment of remuneration to directors for their
service as directors.
directors to participate and vote as long as they and
their related parties are not the only members of the
class.
The remuneration of executive directors is
determined by a disinterested quorum of directors on
recommendation of the remuneration committee
determined in accordance with the group’s
remuneration policy put to shareholders for a
non-binding advisory vote at the annual general
meeting as required by the King IV Report on
Corporate Governance for South Africa 2016 (King
IV). King IV further requires that the remuneration
implementation report be put to shareholders for a
non-binding advisory vote. No powers are conferred by
our MOI, or by any other means, on the directors who
are employees of the company, to vote on their own
remuneration in the absence of a disinterested quorum
of directors.
We have ordinary shares and Sasol BEE
ordinary shares in issue which rank pari passu in all
respects as to voting and financial interests. The only
difference between them in principle is that anyone
may own ordinary shares but Sasol BEE ordinary
shares may only be owned by persons who meet certain
broad-based black economic empowerment credentials.
In order to meet such credentials such person must,
inter alia, be a South African citizen.
3. Rights and privileges of holders of our securities
General
For more details regarding shareholders voting
rights, see information provided in our Registration
Statement.
Dividend rights, including any time limit after
which dividend entitlement lapses and an indication of
the party in whose favour this entitlement operates. In
terms of our MOI, the company may make any type of
distributions, including in specie distributions and
distributions of capital. Only once a dividend is
declared by the board, does a shareholder have a right
to receive a dividend which may be enforced against
the company.
Borrowing powers exercisable by directors.
Clause 26.2 of our MOI provides that the directors may
borrow money and secure the payment or repayment
thereof upon terms and conditions which they may
deem fit in all respects and, in particular, through the
issue of debentures which bind as security all or any
part of the property of the company, both current and
future. The borrowing powers may be varied by our
shareholders passing a special resolution amending the
MOI to that effect.
For more information regarding the payment
of dividends on ordinary shares and to holders of
ADRs, refer to our Registration Statement.
Age limit requirement. There is no mandatory
retirement age for directors in South African law.
Although there is no mandatory retirement age in our
MOI, no director (executive or non-executive) may
have a term of office exceeding 12 years.
In terms of the Companies Act, no dividend
may be paid unless it reasonably appears that the
company will satisfy the solvency and liquidity test as
defined in the Companies Act immediately after
completing the proposed distribution; and the board, by
resolution, has acknowledged that it has applied the
solvency and liquidity test and has reasonably
concluded that the company’s assets equal or exceed
the liabilities of the company and that the company will
be able to pay its debts as they become due in the
ordinary course of business for a period of 12 months
following the payment of the dividend. If the board
resolves that the solvency and liquidity test has been
passed, the board may declare a dividend but it must be
paid within 120 business days, failing which it is
necessary again for the board to consider the solvency
and liquidity test.
General qualification requirements for
directors to hold shares in the company. There are no
general qualification requirements either in South
African law or in the MOI for directors to hold shares
in the company.
Directors’ personal financial interest. Clause
28.2.2 of our MOI provides that directors who do not
predominantly make up the class of participants as not
having a personal financial interest and accordingly,
they can participate in and vote at the board meeting at
which these decisions are considered. This is a stricter
standard than the Companies Act which permits
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