Sasol Limited Integrated Report 2021 - Book - Page 34
Solid governance instilling confidence (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 sustainability of the business.
Policy on diversity
Tenure, independence and succession
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.
All Non-Executive Directors are considered to be independent.
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. 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.
Board meetings take place at least quarterly, and more regularly as needed. The Board also meets twice a year
to discuss strategy. For the reporting period, the Board held its quarterly meetings, a strategy meeting and six
additional special meetings.
Number of meetings:
*Attendance record: Due to prior commitments, Ms KC Harper could not attend two special meetings that had not been scheduled in advance.
KEY ISSUES THE BOARD CONTINUES
TO DEAL WITH
The Board also reconfirmed the independence of Messrs Colin Beggs
(who retired on 31 August 2021), Moses Mkhize and Peter Robertson
(who will both retire at the end of the 2021 Annual General Meeting
on 19 November 2021). Their experience, knowledge and independent
judgement continue to benefit the Company.
Implementation of near-term
deleveraging measures and the revised
strategy and resetting of the Group to
become sustainably profitable in a low oil
Target 2022: 40%
Historically disadvantaged individuals
0 – 3 years
4 – 8 years
Response to the impact of
the COVID-19 pandemic and
lower oil prices
Target 2022: 50%
Sasol 2.0 plus
2 40 – 50 years
7 51 – 60 years
7 61 – 70 years
climate change and
The Nomination and Governance Committee specifically 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. The Nomination and Governance Committee
is of the view that no Director is over-committed.
Sasol Integrated Report 2021
The Board Charter and Board Committees’ terms of reference are reviewed annually to ensure they remain
relevant and aligned with the Companies Act and other relevant regulatory requirements, King IVTM and
governance best practices.
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.