Sasol Integrated Report 2022 - Book - Page 60
INTRODUCTION | ABOUT SASOL
STRATEGIC OVERVIEW
CREATING VALUE
GOVERNANCE AND REWARDS
DELIVERING
ADMINISTRATION
GOVERNANCE (CONTINUED)
Sasol recognises the benefits of having a diverse Board. Directors are chosen for their corporate leadership skills, experience and
expertise. A combination of different business, geographic and academic backgrounds as well as diversity in age, gender and race allow
for robust debate and more considered decision-making, supporting the sustainable growth of the business.
Historically disadvantaged individuals
Women
%
Diversity
Age
years
Independence
2 40 – 50 years
5 51 – 60 years
6 61 – 70 years
67% 2022
50% 2023 target
46% 2022
40% 2023 target
10 Non-Executive Directors
3 Executive Directors
% of South African Directors
Policy on diversity
Skills and experience of our Board
It is the Board’s policy that broader diversity at Board level will be promoted, all facets of diversity will be considered in
determining the optimal composition of the Board and, where possible, be balanced appropriately. All Board appointments
are made on merit, having due regard for the benefits of diversity which the Board as a whole requires to be effective.
Tenure, independence and succession
Tenure
13
directors
0 – 3 years
4 – 8 years
9+ years
Our Board has the following skills and expertise
(% of Directors):
6
6
1
For the skills and experience
of each director refer to the
Form 20-F.
Social, SHE and
Sustainability
All non-Executive Directors are considered to be independent and the Board has determined that
Directors may serve on the Board for up to nine years, extendable annually up to a maximum of
12 years. The Board’s succession plans aim to achieve an optimal balance between independence
and continuity on both the Board and our Board Committees. It is for this reason that the Board
extended the term of our Lead Independent Director, Stephen Westwell, following a review and
confirmation of his independence. His experience, knowledge and independent judgement
continue to benefit the Company.
Meetings
97%*
Attendance
* A
ttendance record:
Due to prior commitments,
Ms MEK Nkeli and Mr FR Grobler
could not attend a special
meeting that had not been
scheduled in advance.
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Engineering
38
Global oil and gas
Finance
Legal and
Compliance
Human resources
and Remuneration
Focus areas of the Board and its Committees
The Board Charter and Board Committees’ terms of reference are reviewed as and when required
but at least every second year to ensure they remain relevant and aligned with the Companies Act
and other relevant regulatory requirements, King IVTM and governance best practices.
Our Directors must:
• have strong values,
ethics and integrity;
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• foster unity and
commitment;
23
• follow a risk-based
approach;
38
Mergers and
acquisitions
Public Policy and
Regulatory
Creating an ethical
culture and collective
perspective is essential.
69
Sales and
manufacturing
The Nomination and Governance Committee considers the independence of Directors and their
other commitments when they are first appointed, as well as annually, or at any other time when
a Director’s circumstances change and warrant re-evaluation. This is done to determine whether a
Director has sufficient time to discharge his or her duties effectively and is free from conflicts that
cannot be managed satisfactorily. Should the Nomination and Governance Committee be of the
view that a Director is over-committed or has an unmanageable conflict, the Chairman will meet
with that Director to discuss the resolution of the matter to the satisfaction of the Committee.
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• facilitate open frank
communication with
management;
38
46
• have meaningful
discussions/ask critical
questions; and
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92
Strategy and Risk
Global experience
The Board uses its meetings to discharge its governance and regulatory responsibilities. Its work
plan and those of its Committees outline the matters which should be dealt with at meetings and
are aligned with the responsibilities and requirements set out in the Board Charter and the
Committees’ terms of reference. Matters considered include operational and financial performance,
matters of strategy, risk and opportunity, ESG and compliance, and matters reserved for Board
decision-making.
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• not dominate
discussions.
Effective and ethical leaders complement and reinforce each other.
By setting an example of doing business responsibly, Directors
demonstrate their continued commitment to Sasol’s values.
There are seven Board meetings a year. The Board also meets twice a year to discuss strategy.
For the reporting period, the Board held its seven meetings, two strategy meetings and four
additional special meetings.
SASOL INTEGRATED REPORT 2022
Chemicals
Capital Projects
The Nomination and Governance Committee is of the view that no Director is over-committed.
13
46
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