King IV 2024 Application
2024 Application of the King IV Report on Corporate Governance for
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Sasol supports the belief that corporate governance is defined as the exercise of ethical and effective leadership towards the achievement of the following governance outcomes:
- Ethical culture
- Good performance
- Effective control
- Legitimacy
The principles below in King IVTM represent the aspirations of Sasol to ensure good corporate governance.
Leadership, ethics
and corporate
citizenship
Principles 1, 2 and 3
Strategy,
performance and
reporting
Principles
4 and 5
Governing
structures and
delegation
Principles
6 to 10
Governance
functional areas
Principles
11 to 15
Stakeholder relationships
Principle
16
Page 1 of 8
Principles 1 to 3 Leadership, ethics and corporate citizenship
The Board leads ethically and effectively, governs the ethics of the Group in a way that supports the establishment of an ethical culture and ensures that Sasol is, and is seen to be, a responsible corporate citizen.
The Sasol Limited Board (the Board) is ultimately accountable for the ethical corporate culture with Sasol and accordingly sets the tone with respect to Sasol's values, including principles of ethical business practices and human rights considerations. The Board in discharging its duties, embraces and promotes value-creating governance through a deliberate and structured approach to its activities and the activities of its committees. The directors, individually and collectively, have the necessary integrity and competence to exercise effective and ethical leadership. They act ethically in discharging their responsibilities to provide strategic direction to the Company and lead with fairness, integrity and the necessary transparency as outlined in King IVTM.
Through the
In terms of its role of overseeing the Company's conduct as a good corporate citizen, the Board approves the strategy and priorities of the business, including Sasol's material matters, specifically focused on ensuring the sustainability of the Company. Through the
The Board Charteroutlines the policies and practices of the Board on matters such as directors' dealings in the securities of the Company and declarations of conflicts of interests. Directors adhere to Sasol's declarations of interest policy, which is based on the requirements of the Companies Act 71 of 2008. The Board, through the
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Principles 4 and 5 Strategy, performance and reporting
The Board appreciates that Sasol's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. The Board ensures that reports issued by Sasol enable stakeholders to make informed assessments of the Group's performance and its short-,medium-, and long-term prospects.
The Board is accountable for Sasol's performance and steers the direction of the Group, bringing independent, informed and effective judgement and leadership to bear on material decisions reserved for the Board, while ensuring that strategy, risk, performance and sustainable development considerations are effectively integrated and appropriately balanced.
The Board informs and approves Sasol's strategy, aimed at ensuring sustainability. The strategy is aligned with the purpose of the Company, the value drivers of its business and the legitimate expectations of its stakeholders and considers the top risks facing the Group in order to determine the priorities and material matters requiring attention. The Board oversees and monitors, with the support of its committees, the implementation and execution by management of Sasol's priorities and policies and ensures that Sasol accounts for its performance by, amongst others, reporting and disclosure. Sasol's annual Integrated Reportalso expands on the Company's disclosure on climate change and expressly addresses what Sasol considers to be its accountabilities, which is partly as a result of input from our stakeholders. The Company's performance against its strategic objectives is extensively reported on in the annual reports.
The Board, through the Audit Committee, ensures that the necessary controls are in place to comply with disclosure requirements and to verify and safeguard the integrity of the annual reports and any other required disclosures.
Sasol ensures that the annual reports, including the Annual Financial Statements, Integrated Report, Form 20-F and any other relevant information to stakeholders are published on the Company's website, as well as through other media as is appropriate. Further details on the Company's internal controls over financial reporting is set out in principle 15 below.
Principles 6 to 10 Governing structures and delegation
The Board serves as the focal point and custodian of corporate governance for the Group, and comprises an appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively. The Board ensures that its arrangements for delegation within its own structures promote independent judgment and assist with the balance of power and the effective discharge of its duties. Evaluation of its own performance and that of its committees, its chairman and its individual directors is undertaken to support continued improvement in its performance and effectiveness. The Board further ensures that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities.
The Board exercises control through the application of a Group governance framework which includes detailed reporting to the Board and its committees, Board reserved decision-making authority and a system of assurance on internal controls.
Page 3 of 8
Through the
The Board is satisfied that it has fulfilled its responsibilities in accordance with its charter for the financial year ended
The Board delegates certain responsibilities to well-structured Board committees without abdicating accountability. The committees of the Board comprise the Audit, Nomination and Governance, Remuneration, Safety, Social and Ethics and Capital Investment Committees respectively. The delegation is formal in terms of Board-approved terms of reference for each committee, which is aligned to the Companies Act 71 of 2008, the JSE listings requirements, and King IVTM. The Board charter and terms of referenceof the committees can be viewed on Sasol's website. For more information regarding the committees' mandates and focus areas, refer to the Annual Financial StatementsandIntegrated Reporton Sasol's website.
The process for appointment and election of directors is set out in the Company's memorandum of incorporation. The Board recognises and embraces the benefits of a diverse Board and it appreciates that diversity at Board level is essential for sustaining a competitive advantage. The Board is committed to ensuring a diverse and inclusive culture at Board level where directors believe that their views are heard, and their concerns attended to free from bias, discrimination and harassment. It is the Board's policy that broader diversity at Board level is promoted, all facets of diversity are considered when determining the optimal composition of the Board and, where possible, is balanced appropriately. Directors are appointed on merit, having due regard for the fact that a diverse Board is more effective. The Board is also satisfied that its committees are constituted in such a manner as to ensure the necessary knowledge, skills, experience and capacity to execute duties effectively. External advisors, executive directors and members of management also attend committee meetings by invitation to provide pertinent information and insights in their areas of responsibility.
The capacity of each director is categorised as defined in the JSE listings requirements, also taking into consideration King IVTM and other factors as outlined in the Board charter. The Board comprises a majority of independent non-executive directors. The Board has determined that directors may serve up to nine years. This period may be extended annually up to a maximum of 12 years. A rigorous review of the independence and performance of independent non-executive directors serving more than nine years is undertaken by the Board with the support of the
The roles of the Chairman and the President and Chief Executive Officer are separate, and the Chairman is an independent non-executive director. The Board also appointed a Lead Independent Director to assist the Chairman in the execution of his duties. Where the Chairman is absent or unable to perform his duties or where the independence of the Chairman is questionable or impaired, the Lead Independent Director must also
Page 4 of 8
serve in this capacity for as long as the circumstances that caused the Chairman's absence, inability or conflict exists. As at
Ms M du Toit was the Company Secretary of
to serve as acting Company Secretary. The role and responsibilities of the Company Secretary are set out in the Board Charter.
The effectiveness and performance of the Board, its committees, the individual directors and the Chairman of the Board are formally evaluated every second year. In alternate years, or as necessary, an opportunity is provided for reflection and discussion by the Board of its performance and that of its committees, its chairman and its members. The performance of the President and Chief Executive Officer is also evaluated against specified criteria. Ongoing training and development are provided, and newly appointed directors are apprised of Sasol's business and their duties and responsibilities through a structured induction programme. A high-level overview regarding the effectiveness of the Board, its committees and directors is disclosed in the annual Integrated Report.
Principles 11 to 15 Governance of functional areas
The Board governs risk, technology and information in a way that supports the Group in setting and achieving its strategic objectives. The Board further governs compliance with applicable laws and has adopted, non-binding rules, codes and standards in a way that supports Sasol being ethical and a good corporate citizen. The Board ensures that the Group remunerates fairly, responsibly, and transparently and ensures that assurance services and functions enable an effective control environment to support the integrity of information for internal decision-making and external reporting purposes.
Risk management - The Board retains overall responsibility for the governance of risk, with delegated responsibility to management to implement and execute effective risk management. The Board has purposefully assumed direct responsibility for the governance of risk, deciding not to delegate this responsibility to a risk committee. To support the Board with ensuring effective risk management oversight, all Board committees are responsible for ensuring the effective monitoring of risks within the ambit of each committee's scope as contained in their terms of reference. The Board approved Sasol's Risk Policy which sets the direction for how risk management should be approached and addressed. The Board approves and monitors Sasol's Group top risk profile, which reflects material risks that may impact business performance and strategy. The Board approves Sasol's financial risk appetite and tolerance metrics. Performance against the approved metrics is periodically updated in consideration of a range of risk factors and reported on to the Audit Committee and the Board.
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A risk management plan is developed and approved annually. The plan contains deliverables that aim to ensure that adequate and effective processes and systems are in place to understand, manage and monitor risks or uncertain events that may impact Sasol's business performance and strategy. An annual audit of the enterprise risk management process is performed by internal audit with assurance outcomes reported to through the Audit Committee to the Board. Sasol is committed to effective risk management in pursuit of its strategy and business objectives, with the ultimate aim of growing value sustainably for all stakeholders by embedding risk management into key decision-making processes and day-today activities.
For more information regarding the Group top risks, how risk is being managed in Sasol and other relevant risk disclosures, refer to Sasol's annual reports.
Technology and information management - The Board is ultimately accountable for the governance of information and technology management. The Audit Committee supports the Board in this regard by ensuring that technology solutions, information management (IM) and digital strategies are aligned and enable the
An IM charter is in place and best practice frameworks have been adopted, including measures to ensure compliance with all relevant laws, policies, information security and the protection of personal information.
The IM governance risk and compliance framework is aligned with the Group risk management framework which incorporates cybersecurity, third- party and asset management, service continuity and disaster recovery. All technology solutions impacting financial reporting are part of the internal and external auditing scope.
Specific technology advances being pursued by Sasol are detailed in the annual Integrated Report.
Compliance - Sasol's compliance policy requires all companies within the
Specialist compliance programmes are in place to ensure that regulatory changes are identified and mitigation measures are put in place and thereafter tracked to ensure compliance with applicable laws, voluntary non-binding rules and good governance practices. Other measures in place to ensure the embedding of ethical culture within Sasol include setting the appropriate tone at leadership level through the Sasol Code of Conduct, organisational policies and procedures, periodic compliance training and annual compliance certifications by Sasol employees confirming compliance with applicable regulatory requirements.
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Furthermore, Sasol has in place an independent Compliance and Ethics function headed by a suitably skilled and experienced Vice President, Governance, Compliance and Ethics to ensure the implementation of the Sasol compliance and ethics policies and frameworks across Sasol.
Fair remuneration - Sasol's Remuneration Committee is tasked to independently approve and oversee the implementation of a remuneration policy that encourages the achievement of Sasol's strategic priorities and grows stakeholder value sustainably through fair, responsible and transparent remuneration practices.
The remuneration policy and the implementation report are contained in the remuneration report section of the annual Integrated Report. Sasol discloses the remuneration of each individual executive and non-executive director as well as all prescribed officers in the Implementation Report as well as in its Annual Financial Statements.
The Remuneration Committee actively engages with Sasol's large institutional investors regarding its remuneration policy and implementation report. Shareholders' views are considered and incorporated into the policy where these enhancements align with the Group's strategy and key priorities.
Assurance - The Audit Committee is responsible for the quality and integrity of Sasol's integrated reporting. The Board, with the support of the Audit Committee, satisfies itself that the combined assurance model is effective and that it incorporates and optimises the various assurance services and functions so that, taken as a whole, these support the objectives for assurance. The conclusion of internal control assessments is detailed in the Annual Financial Statements and Form20-F.
The Group maintains a system of internal financial control that is designed to provide assurances on the maintenance of proper accounting records and the reliability of financial information used within the business and for publication. The system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as and when they are identified.
A Chief Assurance Officer is appointed, and may be removed, by the Audit Committee. The Chief Assurance Officer is accountable to the Audit Committee for the performance of duties and functions that relate to assurance services, functions independently from management and has the necessary authority, which includes unrestricted access to all functions, records, property and personnel within the organisation.
An Internal Audit charter is in place and outlines the responsibilities of the internal audit function. The Audit Committee has been delegated the responsibility for overseeing that assurance services are executed in line with the charter.
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Principle 16 |
Stakeholder relationships |
The Board has adopted a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the Group over time.
The Board, through the Safety, Social and Ethics, and Nomination and Governance Committees, considers stakeholder matters and through regular reporting, the Board is equipped with the necessary information to enable it to take legitimate interests and expectations of stakeholders into account in its decision-making. A systematic and integrated approach to stakeholder engagement across the Group is in place and enables increased assurance to the Board that all stakeholder issues have been identified, prioritised and appropriately addressed.
Extensive engagement across the spectrum of Sasol's numerous and diverse stakeholders informs its holistic climate change management approach. Sasol is committed to maintaining this level of engagement and transparency as it is an effective mechanism to help the Company understand shareholder concerns and expectations in order to make informed decisions on Sasol's climate change governance, reporting and disclosures and other matters of importance to its stakeholders.
For more information regarding our stakeholders and how Sasol interacts with them, refer to the annual Integrated Report.
For more information regarding how Sasol conducts its business, refer to:
Sasol's website:https://www.sasol.com/
Sasol's Annual Financial Statements:https://www.sasol.com/investor-centre/financial-results
Sasol's annual integrated report:https://www.sasol.com/investor-centre/integrated-reports
Sasol's Code of Conduct:https://www.sasol.com/esg/ethics/sasol-code-of-conduct
Sasol's memorandum of incorporation:https://www.sasol.com/corporate-governance/memorandum-of-incorporation
Sasol's Board charter and its committees' terms of reference:https://www.sasol.com/who-we-are/corporate-governance/board-charter
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