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OUR GOVERNANCE FRAMEWORK - sasol.com

OUR GOVERNANCE FRAMEWORK . Our directors and the composition of the board and committees sasol is a values-based organisation, committed to high The board and its committees continue to closely monitor standards of business integrity and ethics. The board steers the implementation of sasol 's legal compliance policy and board OF DIRECTORS1. and sets the direction of the Group and brings independent, processes and improve upon them, to mitigate the risk of informed and effective judgement and leadership to non-compliance with the laws in the various jurisdictions in Independent non-executive directors Executive directors 7 Meetings/100% attendance bear on material decisions reserved for the board , while which we do business.

Sasol is a values-based organisation, committed to high standards of business integrity and ethics. The Board steers and sets the direction of the Group and brings independent,

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Transcription of OUR GOVERNANCE FRAMEWORK - sasol.com

1 OUR GOVERNANCE FRAMEWORK . Our directors and the composition of the board and committees sasol is a values-based organisation, committed to high The board and its committees continue to closely monitor standards of business integrity and ethics. The board steers the implementation of sasol 's legal compliance policy and board OF DIRECTORS1. and sets the direction of the Group and brings independent, processes and improve upon them, to mitigate the risk of informed and effective judgement and leadership to non-compliance with the laws in the various jurisdictions in Independent non-executive directors Executive directors 7 Meetings/100% attendance bear on material decisions reserved for the board , while which we do business.

2 Competition laws, anti-bribery and MSV Gantsho NNA Matyumza S Westwell B Nqwababa 4 22 Aug 2016 24 Feb 2017. ensuring that strategy, risk, performance and sustainable anti-corruption laws, sanction laws and safety, health and (Chairman) IN Mkhize GMB Kennealy 3 SR Cornell 4 9 Sept 2016 22 May 2017. C Beggs ZM Mkhize ME Nkeli 3 VN Fakude 5 24 Nov 2016 25 May 2017. development considerations are effectively integrated and environmental laws, identified as key group legal compliance MJ Cuambe MJN Njeke P Victor 6 25 Nov 2016.

3 Appropriately balanced. The board is satisfied that it fulfilled risk areas, remain our focus. We have implemented risk HG Dijkgraaf 2 PJ Robertson all its duties and obligations in the 2017 financial year. mitigation controls for each of these areas, aiming to For more details on the responsibilities, powers, policies, achieve a balanced approach on compliance, by taking into practices and processes of the board , directors and the consideration sasol 's obligations as well as sasol 's rights. Group's executives and other officials, refer to the board AUDIT COMMITTEE 7 NOMINATION, GOVERNANCE , REMUNERATION COMMITTEE 7.

4 Charter as well as the Group's memorandum of incorporation We regularly review and benchmark the Group's GOVERNANCE SOCIAL AND ETHICS COMMITTEE 7. on our website, structures and processes to ensure they support effective Independent non-executive directors Independent non-executive directors Independent non-executive directors As a company listed on the Johannesburg Stock Exchange and ethical leadership, good corporate citizenship and C Beggs (Chairman) MSV Gantsho (Chairman) HG Dijkgraaf (Chairman). (JSE) and the New York Stock Exchange (NYSE), sasol sustainable development and ensure that they are applied GMB Kennealy 8 HG Dijkgraaf MSV Gantsho in the best interests of sasol and our stakeholders.

5 We have NNA Matyumza ZM Mkhize IN Mkhize is subject to, and has implemented controls to provide IN Mkhize MJN Njeke ME Nkeli 8. reasonable assurance of compliance with all relevant the necessary policies and processes in place to ensure that MJN Njeke PJ Robertson requirements in respect of these listings. The board all entities in the sasol Group adhere to essential Group S Westwell NNA Matyumza confirms that sasol 's corporate GOVERNANCE practices do not requirements and minimum GOVERNANCE standards. As 6 meetings 5 meetings 5 meetings in any significant way differ from those required of domestic a direct or indirect shareholder, sasol exercises its rights 100% attendance 100% attendance 100% attendance companies under NYSE listing standards.

6 We apply all the and is involved in the decision-making of its subsidiaries principles of the King Report on Corporate GOVERNANCE for on material matters and is satisfied that its delegation of RISK AND SHE COMMITTEE CAPITAL INVESTMENT HEDGING COMMITTEE. South Africa 2016 (King IV ). authority FRAMEWORK contributes to role clarity and effective COMMITTEE. A statement on sasol 's application of the principles of King IV . exercise of authority and responsibilities. Independent non-executive directors Independent non-executive directors Independent non-executive directors is available on IN Mkhize (Chairman) PJ Robertson (Chairman) S Westwell (Chairman).

7 C Beggs MJ Cuambe C Beggs MJ Cuambe 9 GMB Kennealy 8 IN Mkhize MSV Gantsho NNA Matyumza PJ Robertson PJ Robertson S Westwell sasol LIMITED SHAREHOLDERS S Westwell Executive directors Executive directors Executive directors sasol LIMITED board . B Nqwababa SR Cornell SR Cornell SR Cornell B Nqwababa B Nqwababa Nomination, P Victor P Victor P Victor Capital Audit GOVERNANCE , Remuneration Risk and SHE Hedging Investment 4 meetings 4 meetings 4 meetings Committee Social and Ethics Committee Committee2 Committee3. Committee1 Committee 100% attendance 100% attendance 100% attendance JOINT PRESIDENTS AND CHIEF EXECUTIVE OFFICERS.

8 1 In terms of our memorandum of incorporation, the board shall consist of a maximum of 16 directors. Up to five may be executive directors. One-third of Risk/Opportunity Control/Assurance directors must retire at every Annual General Meeting and are eligible for re-election. 2 Lead independent director. Disclosures GROUP EXECUTIVE COMMITTEE 4. 3 Appointed as independent non-executive director on 1 March 2017. 4 Appointed as executive director and Joint President and CEO with effect from 1 July 2016. 5 Resigned as executive director and Executive Vice President, Strategy and Sustainability with effect from 31 December 2016.

9 6 Appointed as executive director and CFO with effect from 1 July 2016. Combined Sustainability and 7 The Joint Presidents and Chief Executive Officers are not members of these committees but attend meetings by invitation. They are requested to leave Sanctions the meeting, where appropriate, before any decisions are made that relate to them personally. Assurance and Investment Stakeholder Compliance 8 Appointed as a member with effect from 1 July 2017. Disclosure Committee Relations Committee 9 Appointed as a member with effect from 9 September 2016.

10 Committee Committee The board recognises and embraces the benefits of diversity at board level, to enhance the range of directors'. EXECUTIVE VICE PRESIDENTS. perspectives. We appreciate that board diversity is an essential component for sustaining a competitive advantage. WHOLLY OWNED SUBSIDIARIES AND OPERATING MODEL ENTITIES Directors are chosen for their corporate leadership skills, experience and expertise. A combination of business, geographic and academic backgrounds as well as diversity in age, gender and race, enhance the composition of a truly diverse board .