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| INTRODUCTION | ABOUT SASOLCREATING VALUEGOVERNANCE AND REWARDSSTRATEGIC OVERVIEWADMINISTRATIONDELIVERINGSASOL INTEGRATED REPORT 202261 Audit CommitteeCapital Investment and Digital CommitteeNomination and Governance CommitteeRemuneration CommitteeSafety, Social and Ethics CommitteeChairman: GMB Kennealy* Chairman: S Westwell Chairman: SA Nkosi Chairman: MEK Nkeli Chairman: MBN DubeKC HarperNNA Matyumza S Subramoney S Westwell* Appointed as Chairman 1 September 2021 subsequent to the retirement of C Beggs on 31 August 2021.MJ CuambeMBN DubeM FlöelFR Grobler VD KahlaGMB Kennealy HA Rossouw**** PJ Roberson resigned as non-Executive Director andmember of the Committee at the conclusion of Sasol Limited’s Annual General Meeting on 19 November 2021. ** Mr P Victor resigned as Executive Director and member of the Committee on 30 June 2022.*** Appointed as Executive Director and member on 1 July 2022.MBN Dube*GMB Kennealy*MEK NkeliS Westwell* Appointed as member 1 October 2021.** M Flöel rotated as member on 1 October 2021.*** PJ Roberson retired as non-Executive Director and member of the Committee at the conclusion of Sasol Limited’s annual general meeting on 19 November 2021.MJ Cuambe*M FlöelSA Nkosi NNA MatyumzaS Subramoney*** Appointed on 19 November 2022.** Appointed 1 October 2021.*** PJ Roberson retired as non-Executive Director and member of the Committee at the conclusion of Sasol Limited’s Annual General Meeting on 19 November 2021.MJ CuambeM Flöel*FR GroblerVD KahlaMEK NkeliS Westwell* Appointed 1 October 2021.** C Beggs retired as non-Executive Director and member of the Committee on 31 August 2021.*** ZM Mkhize retired as non-Executive Director and member of the Committee at the conclusion of Sasol Limited’s Annual General Meeting on 19 November 2021. 5Meetings 100%Attendance4Meetings 100%Attendance6Meetings 100%Attendance6Meetings 100%Attendance9Meetings 97%^Attendance •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 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 digital and IM development in a manner that supports the Group in achieving its strategic objectives and ensures the optimal return on digital and IM investment •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•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 are balanced•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 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 and care for our people•To monitor Sasol’s strategies, policies, performance and the progressive implementation of its sustainability, SHE, social and ethics practices•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, market volatility, geopolitical uncertainty and disruption•Balance sheet and liquidity management. It is key to drive resilience and cash flow improvement through the delivery of Sasol 2.0 targets, and essential that capital allocation principles prioritise and strengthen our balance sheet, reducing net debt to EBITDA to below 1,5 times and reintroducing the dividend•Ensuring effective combined assurance, internal control and risk management AFS For more detail refer to the Report of the Audit Committee in our Annual Financial Statements available on our website www.sasol.com•Overseeing the further development of Sasol’s digital strategies and technology solutions and monitoring cyber security and information and operating technology issues•Overseeing investments and divestments and monitoring updates on the Group’s asset review. The successful divestment of a 30% equity interest in ROMPCO marked the completion of the major transactions in Sasol’s accelerated, strategy-aligned, asset divestment programme announced in March 2020. We are now focused on implementing and expanding growth opportunities (green H2/SAF) through collaborative partnerships and innovation •Monitoring progress of Mozambique projects and strategic approaches to developing large-scale natural gas import opportunities of South Africa. Sasol remains fully committed to its integrated natural gas business in Southern Africa, which is integral to our long- term strategy•Monitoring the Group’s capital performance•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 evaluation process•Strengthening our stakeholder relationships to ensure – among others – economic transformation, localisation and a Just Transition and balancing our stakeholders’ needs and interests while also maintaining regular and transparent communication and disclosure •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 IR For more detail refer to the Remuneration Report on page 62.•Ensuring processes are in place to promote an ethical culture which encourages safety•Humanising safety and ensuring the safety of our employees, suppliers, customers and communities – the Committee continues to closely monitor the processes being put in place to avoid the occurrence of high-severity incidents•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. Delivering on our emission-reduction targets and meeting our air quality compliance obligations is of utmost importance•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 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 Our Board Committees MEMBERS MANDATE KEY MATTERS DEALT WITH IN 2022 AND FOCUS AREAS FOR 2023 GOVERNANCE (CONTINUED) The complete terms of reference of the Committees are available on our website www.sasol.com The President and CEO is not a member of the Audit Committee, Remuneration Committee nor the Nomination and Governance Committee but attends meetings by invitation. He is requested to leave the meeting, when appropriate, before any decisions are made that relate to him personally. ^ Due to prior commitments, Ms MEK Nkeli and Mr ZM Mkhize could not attend a special meeting that had not been scheduled in advance. The Committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group. |