Sasol Limited Integrated Report 2021 - Book - Page 35
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Solid governance instilling confidence (CONTINUED)
Our Board Committees
The Committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group. The terms of reference of the Board and statutory Committees form part of the Board Charter and are reviewed annually.
Nomination and
Governance Committee
Audit Committee
Safety, Social and
Ethics Committee
Remuneration Committee
Capital Investment Committee
Chairman
SA Nkosi
Chairman
C Beggs*
Chairman
MBN Dube
Chairman
MEK Nkeli
Chairman
S Westwell
Members
M Flöel
MEK Nkeli
PJ Robertson
S Westwell
Members
KC Harper
NNA Matyumza
S Westwell
GMB Kennealy**
S Subramoney***
*Retired on 31 August 2021
**Appointed as Chairman 1 September 2021
*** Appointed as member 1 March 2021
Number of meetings:
5
Attendance
Number of meetings:
100%
8
Attendance
Members
C Beggs*
FR Grobler
ZM Mkhize
S Westwell
MJ Cuambe
VD Kahla
MEK Nkeli
Members
SA Nkosi
NNA Matyumza
M Flöel
PJ Robertson
Members
MJ Cuambe
M Flöel
VD Kahla
PJ Robertson
MBN Dube
FR Grobler
GMB Kennealy
P Victor
*Retired on 31 August 2021
Number of meetings:
100%
4
Attendance
Number of meetings:
Attendance
Number of meetings:
Attendance
4
100%
5
100%
100%
Mandate
Mandate
Mandate
Mandate
Mandate
• To ensure effective corporate governance
• To assist with the composition of the Board
and its Committees, succession planning and
the appointment of Directors
• To manage the performance of the Board,
its Committees and Directors
• To monitor compliance and provide
reasonable assurance regarding the quality,
integrity and reliability of compliance risk
management
• To assist with ensuring all stakeholders’
needs and interests are taken into account
and balanced
• To oversee the quality and integrity of Sasol’s
integrated and financial reporting
• To oversee the qualification, independence
and effectiveness of the internal and external
audit functions
• To oversee compliance with legal and
regulatory requirements to the extent
that it might have an impact on financial
statements
• To oversee financial market risk management
and hedging matters
• To perform the role of a social and ethics
committee as required in terms of the
Companies Act
• To ensure that the manner in which
Sasol governs social and ethics performance
promotes an ethical culture and that
Sasol conducts itself as a responsible
corporate citizen
• To monitor the Group’s policies and standing
in relation to ethical and optimal labour and
employment practices
• To monitor Sasol’s strategies, policies,
performance and the progressive
implementation of its sustainability (SHE),
social and ethics practices
• To ensure the Group remunerates
its employees fairly, responsibly and
transparently by, inter alia, implementing
affordable, competitive and fair reward
practices so as to promote the achievement
of strategic objectives and positive outcomes
in the short, medium and long term
• To provide a channel of communication
between the Board and management on
remuneration matters
• To evaluate mergers, acquisitions,
investments, divestments and disposals prior
to approval by the Board
• To monitor these mergers, acquisitions and
Board-approved investments, divestments
and disposals, as well as the Company’s capital
allocation and asset review programmes
• To lead the strategic direction of technology
and IM development in a manner that supports
the Group in achieving its strategic objectives
• To oversee that the control environment of
information and technology is appropriately
managed and that any risks posed by pursuing
or not advancing certain digital strategies
are addressed
Key matters dealt with and focus areas for 2022
Key matters dealt with and focus areas for 2022
Key matters dealt with and focus areas for 2022
Key matters dealt with and focus areas for 2022
Key matters dealt with and focus areas for 2022
• Ensuring general corporate governance
mechanisms and the framework are
appropriate and effective in view of
developments in the Group and its business
environment
• Re-evaluating the composition of the Board
and its Committees and succession planning
• Ensuring optimal performance by the Board
and its Committees, the Directors and
addressing areas identified for improvement
during the 2021 formal evaluation
• Ensuring the integrity and effectiveness of
reporting
• Financial management, key audit matters
and significant areas of judgement – the
Committee will continue to ensure financial
systems, processes and controls operate
effectively and respond to changes in the
operating and regulatory environment
• Financial performance, specifically
considering the impact of the COVID-19
pandemic and lower oil prices
• Balance sheet and liquidity management
• Ensuring effective combined assurance,
internal control and risk management
• Ensuring processes are in place to promote
an ethical culture
• Ensuring the safety of our employees,
suppliers, customers and communities
• Driving transformation and an ethical work
environment
• Monitoring the Group’s activities relating to
good corporate citizenship
• Ensuring Sasol’s sustainability, specifically
focusing on climate change and Sasol’s impact
on the environment as well as air quality
• Continuing with identifying, assessing and
monitoring stakeholders’ expectations and
ensuring meaningful engagement
• Reviewing existing business risk profiles
with the intention to integrate human rights
into our business processes with follow up
monitoring and reporting on human rights
• Ensuring effective reward practices and
remuneration policy, continuing to engage
with our shareholders on our remuneration
policy and implementation report and
ensuring the appropriateness of our
reward practices
• Reviewing short-term and long-term incentive
plan targets and design principles to ensure
ongoing relevance
• Reviewing the status of healthcare and
retirement plans in the Group
• Reviewing people retention risks and
approved mitigation plans
• Overseeing the further development of
Sasol’s digital strategies and technology
solutions and monitoring cyber security and
information and operating technology issues
• Overseeing divestments and monitoring
updates on the Group’s asset review
• Monitoring progress of Mozambique projects
and strategic approaches to developing
large-scale natural gas import opportunities
of South Africa
• Monitoring the Group’s capital performance
AFS For more detail refer to the Report of the
Audit Committee in our Annual Financial Statements
available on our website, www.sasol.com
SR
For more detail refer to the Report of the
Chairman of the Safety, Social and Ethics Committee
in our Sustainability Report available on our website,
www.sasol.com
IR
For more detail refer to pages 36 – 43.
The complete terms of reference of the Committees are available on Sasol’s website, http://www.sasol.com/investor-centre/corporate-governance/board-charter
The CEO is not a member of the Audit Committee, Remuneration Committee and Nomination and Governance Committee but attends meetings by invitation. He is requested to leave the meeting, where appropriate, before any decisions are made that relate to him personally.
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Sasol Integrated Report 2021