| Corporate governance Pages | 1 | 2 | 3 | 4 | 5 | 6 | |
|
| |
|
| Upholding international best practice |
|
| |
|
| Introduction |
|
Sound corporate governance structures and processes are being applied
at Sasol. They are regularly reviewed and adapted to accommodate
internal corporate developments and to reflect national and
international best practice.
The company maintains a primary listing of
its ordinary shares on the JSE and a listing of American Depositary Shares
on the New York Stock Exchange (NYSE). The company is accordingly
subject to the ongoing disclosure, corporate governance and other
requirements imposed by legislation, the JSE, US Securities and Exchange
Commission (SEC) and the NYSE.
The company complies with the JSE
listing requirements and US governance requirements of the SEC, the
NYSE and legislation such as the Sarbanes-Oxley Act of 2002 (SOx)
applicable to foreign companies listed on the NYSE.
In addition, Sasol
has compared its corporate governance practices to those required to be
applied by domestic US companies listed on the NYSE and has confirmed
to the NYSE that it complies with such NYSE corporate governance
standards, in most significant respects. Sasol endorses the principles
of the South African Code of Corporate Practices and Conduct as
recommended in the second King Report (King II).
The nomination and
governance committee and the board of directors (board) continue to
review and benchmark the group’s governance structures and processes.
The board considers corporate governance as a priority that requires
more attention than merely establishing the steps to be taken to
demonstrate compliance with legal, regulatory or listing requirements.
Issues of governance will continue to receive the board and its
committees’ consideration and attention during the year ahead. Sound
governance remains one of the top priorities of executive management. |
|
| |
|
| The board of directors and non-executive directors |
|
| The company’s articles of association provide that the company’s board
consists of a maximum of 16 directors of whom a maximum of five may
be executive directors. Until 31 December 2006, five directors were
executive directors (Messrs LPA Davies, AM Mokaba and TS Munday
and Mss VN Fakude and KC Ramon) and 10 of the directors were nonexecutive
directors. Mr TS Munday resigned as a director with effect
from 1 January 2007 and Mr WAM Clewlow retired as non-executive
director on the same date. Mr HG Dijkgraaf and Mr TA Wixley were
appointed as non-executive directors with effect from 16 October 2006
and 8 March 2007, respectively. |
|
| |
|
| All the non-executive directors, except Mr PV Cox, Mr A Jain,
Dr MSV Gantsho and Ms TH Nyasulu were considered by the board to
be independent directors in accordance with King II and the rules of the
NYSE. The board is, however, of the view that all non-executive directors
bring independent judgment to bear on material decisions of the
company. The offices of chairman and chief executive are separate
and the office of the chairman is filled by a non-executive director. |
|
| |
|
| In terms of the company’s articles of association, the directors appoint the
chief executive. Such an appointment may not exceed five years at a time. |
|
| |
|
| Details of directors of the board appear on the
annual review. |
|
| |
|
| Board powers and procedures |
|
| The board has adopted a board charter. It provides a concise overview of: |
|
| • the demarcation of the roles, functions, responsibilities and powers
of the board, the shareholders, individual directors, officers and
executives of the company; |
|
| • the terms of reference of the board committees; |
|
| • matters reserved for final decision-making or pre-approval by
the board; and |
|
| • the policies and practices of the board for such matters as corporate
governance, trading by directors in the securities of the company,
declarations of conflicts of interest, board meeting documentation
and procedures and the nomination, appointment, induction, training
and evaluation of directors and members of board committees. |
|
| |
|
| Within the powers conferred upon the board by the articles, the board
has determined its main function and responsibility as adding significant
value to the company by: |
|
| a) retaining full and effective control over the company; |
|
| b) determining the strategies and strategic objectives of the company
and group companies; |
|
| c) determining and setting the tone of the company’s values, including
principles of ethical business practice; |
|
| d) bringing independent, informed and effective judgement to bear on
material decisions of the company and group companies, including
material company and group policies, appointment and removal of
the chief executive, approval of the appointment or removal of group
management members, capital expenditure transactions and
consolidated group budgets and company budgets; |
|
| e) satisfying itself that the company and group companies are governed
effectively in accordance with corporate governance best practice,
including risk management and internal control systems to: |
|
| • maximise sustainable returns; |
|
| • safeguard the people, assets and reputation of the group; |
|
| • ensure compliance with applicable laws and regulations; and |
|
| f) monitoring implementation by group companies, board committees
and executive management of the board’s strategies, decisions,
values and policies by a structured approach to reporting, risk
management and auditing. |
|
| |
|
Sasol limited group