EX-99.9 16 a2232653zex-99_9.htm EX-99.9

Exhibit 99.9

OUR GOVERNANCE FRAMEWORK Sasol is a values-based organisation, committed to high standards of business integrity and ethics in all activities. The Board steers and sets the direction of the company and brings independent, informed and effective judgment 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 is satisfied that it fulfilled all its duties and obligations in the 2017 financial year. The Board and its committees continue to monitor closely the implementation of Sasol’s legal compliance policy and processes and improve upon them to mitigate the risk of non-compliance with the laws in the various jurisdictions in which we do business. Competition law, anti-bribery and anti-corruption laws, sanction laws and safety, health and environmental laws, identified as key group legal compliance risk areas, remain our focus. We have implemented risk mitigation controls for each of these areas, aiming to achieve a balanced approach on compliance by taking into consideration Sasol’s obligations as well as Sasol’s rights. We regularly review and benchmark the group’s governance structures and processes to ensure they support effective and ethical leadership, good corporate citizenship and sustainable development and ensure that they are applied in the best interests of Sasol and our stakeholders. We have the necessary policies and processes in place to ensure that all entities in the Sasol group adhere to essential group requirements and minimum governance standards. As a direct or indirect shareholder, the company exercises its rights and is involved in the decision-making of its subsidiaries on material matters and is satisfied that its delegation of authority framework contributes to role clarity and effective exercise of authority and responsibilities. As a company listed on the Johannesburg Stock Exchange (JSE) and the New York Stock Exchange (NYSE), Sasol is subject to, and has implemented controls to provide reasonable assurance of compliance with all relevant requirements in respect of these listings. The Board confirms that we comply in most significant respect with the governance standards imposed on domestic US companies listed on the NYSE and that we apply all the principles of the King Report on Corporate Governance for South Africa 2016 (King IV™). Risk/Opportunity 1 Changed from Nomination, Governance, Social and Ethics Committee to Nomination and Governance Committee with effect from 1 July 2017. 2 The Risk and SHE Committee was reconstituted as the Safety, Social and Ethics Committee with effect from 1 July 2017. 3 The Hedging Committee was broadened to the Digital, Information Management and Hedging Committee with effect from 1 July 2017. 4 The Board appoints Group Executive Committee members on the recommendation of the Joint Presidents and Chief Executive Officers and the Nomination, Governance, Social and Ethics Committee. SASOL LIMITED SHAREHOLDERS Committee3 GROUP EXECUTIVE COMMITTEE 4 ETHICAL FOUNDATION STAKEHOLDERS EXECUTIVE VICE PRESIDENTS WHOLLY OWNED SUBSIDIARIES AND OPERATING MODEL ENTITIES ASSOCIATES, JOINT VENTURES AND SHAREHOLDERS Compliance Sanctions Committee Sustainability and Stakeholder Relations Committee Investment Committee Combined Assurance and Disclosure Committee JOINT PRESIDENTS AND CHIEF EXECUTIVE OFFICERS Audit Committee Nomination, Governance, Social and Ethics Committee1 Remuneration Committee Risk and SHE Committee2 Capital Investment Committee Hedging SASOL LIMITED BOARD Disclosures Control/Assurance

Our directors and the composition of the Board and committees BOARD OF DIRECTORS1 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 directors must retire at every Annual General Meeting and are eligible for re-election. 2 Lead independent director. 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. 6 Appointed as executive director and CFO with effect from 1 July 2016. 7 The Joint Presidents and Chief Executive Officers are not members of these committees but attend meetings by invitation. They are requested to leave the meeting, where appropriate, before any decisions are made that relate to them personally. 8 Appointed as a member with effect from 1 July 2017. 9 Appointed as a member with effect from 9 September 2016. Additional information Our performance review Our governance Our strategic business context How we create value Who we are The Board recognises and embraces the benefits of diversity at Board level, to enhance the range of directors’ perspectives. We appreciate that Board diversity is an essential component for sustaining a competitive advantage. 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. In the year, we announced the appointment of two new female non-executive independent directors, Mss GMB Kennealy and ME Nkeli. We also announced the resignation of Ms VN Fakude, executive director and Executive Vice President, Strategy and Sustainability. The Nomination, Governance, Social and Ethics Committee assisted with the identification of suitable candidates to be proposed for appointment to the Board, taking into consideration the annual review of Board effectiveness, which includes among others, its composition. We consider all facets of diversity, in determining the optimal composition of the Board, having due regard to the Board’s gender diversity policy, which should be balanced appropriately and enable it to discharge its duties and responsibilities effectively. HEDGING COMMITTEE Independent non-executive directors S Westwell (Chairman) C Beggs IN Mkhize PJ Robertson Executive directors SR Cornell B Nqwababa P Victor 4 meetings 100% attendance CAPITAL INVESTMENT COMMITTEE Independent non-executive directors PJ Robertson (Chairman) MJ Cuambe GMB Kennealy 8 NNA Matyumza S Westwell Executive directors SR Cornell B Nqwababa P Victor 4 meetings 100% attendance RISK AND SHE COMMITTEE Independent non-executive directors IN Mkhize (Chairman) C Beggs MJ Cuambe 9 MSV Gantsho PJ Robertson S Westwell Executive directors B Nqwababa SR Cornell P Victor 4 meetings 100% attendance AUDIT COMMITTEE 7 Independent non-executive directors C Beggs (Chairman) GMB Kennealy 8 NNA Matyumza IN Mkhize MJN Njeke S Westwell 6 meetings 100% attendance NOMINATION, GOVERNANCE, SOCIAL AND ETHICS COMMITTEE 7 Independent non-executive directors MSV Gantsho (Chairman) HG Dijkgraaf ZM Mkhize MJN Njeke 5 meetings 100% attendance REMUNERATION COMMITTEE 7 Independent non-executive directors HG Dijkgraaf (Chairman) MSV Gantsho IN Mkhize ME Nkeli 8 PJ Robertson NNA Matyumza 5 meetings 100% attendance Independent non-executive directors MSV GantshoNNA MatyumzaS Westwell (Chairman)IN MkhizeGMB Kennealy 3 C BeggsZM MkhizeME Nkeli 3 MJ CuambeMJN Njeke HG Dijkgraaf 2PJ Robertson Executive directors B Nqwababa 4 SR Cornell 4 VN Fakude 5 P Victor 6 7 Meetings/100% attendance 22 Aug 201624 Feb 2017 9 Sept 201622 May 2017 24 Nov 201625 May 2017 25 Nov 2016

OUR GOVERNANCE FRAMEWORK (continued) 2017 Development The development of industry and group knowledge is a continuous process and we brief directors on legal developments and changes in the risk and general business environment on an on-going basis. We apprise newly appointed directors of Sasol’s business and their duties and responsibilities as directors and give them the opportunity to visit Sasol’s plants and operations. The Board, its committees as well as any director are entitled to seek independent professional advice concerning the company’s affairs and to gain access to any information they may require in discharging their duties as directors. decision vs. mix and focus synthesis of d visuals Performance The evaluation of the effectiveness and performance of the Board, its committees, individual directors and the Chairman was externally assessed this financial year. We are satisfied that the evaluation process is improving the Board’s performance and effectiveness. Diversity and size Committees Mandates membership Strategic Meeting operational Board enablers frequency Quantity and n material Templates and and Assessed and roles on eight dimensions of effective Preparatio process an time • Reliable and effective reporting remains the greatest enabler to empower the Board to execute its responsibilities and focus on appropriate matters. • With a few exceptions indicated below, the Board is working well; the structure, mandate and decision roles are appropriate for the size/complexity of Sasol and the Chairman’s performance is satisfactory. • The Board will focus on allocating more time to top talent discussions and restructuring Board committees – the social and ethics aspect of the Nomination, Governance, Social and Ethics Committee has been carved out as a separate committee going forward. The Risk and SHE Committee has been disbanded, with the Board assuming direct responsibility for the governance of risk, supported by all the Board committees, responsible for ensuring the effective monitoring of risks within the ambit of the committees’ scope. We are comfortable that we have the right balance of skills, experience and independence to make a meaningful contribution to the business of the company. 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 its committees form part of the Board charter and are reviewed every year. The Board determined a target of 30% 30% 21,4%26,7% representation of women on the Board by 30 June 2019. Target 2016

We, specifically, consider the independence of directors and their other commitments when they are first appointed, as well as annually, or at any other time when a director’s circumstances change and warrant re-evaluation. This is done to determine whether a director has sufficient time to discharge his or her duties effectively and is free from conflicts that cannot be managed satisfactorily. Should the Nomination, Governance, Social and Ethics Committee be of the view that a director is over-committed or has an unmanageable conflict, the Chairman will meet with that director to discuss the resolution of the matter, to the satisfaction of the Committee. It was also decided and the memorandum of incorporation accordingly amended, that no director going forward, would hold office for longer than nine years. The Board may nominate a director who served for nine years for re-election for additional periods of one year at a time, but no such director’s term of office shall exceed twelve years. In order to retain necessary skills and experience, it was also agreed to remove the age restriction and directors are now allowed to serve irrespective of their age. The Board is of the view that all non-executive directors are independent, in accordance with King IV™ and the rules of the NYSE. We have reconfirmed the independence of our non-executive directors who have been in office for more than nine years, namely Dr MSV Gantsho, Ms IN Mkhize and Mr HG Dijkgraaf. We did this after taking into account, among other considerations, the extent to which the diversity of their views, skills and experience continue to enhance the Board’s effectiveness. Succession planning is a current key focus area. employee’s performance assessments. We also conduct Sasol’s compliance with the 10 principles of the United service providers and customers and have implemented the Organisation for Economic Co-operation and We regularly communicate with our stakeholders, consideration employment relationships, organised performance. In terms of the Promotion of Access Protocol on decent work and working conditions. The responds to all requests for access to information. of the South African Employment Equity Act, No 55 parties, without compromising Sasol’s rights with empowerment and Sasol’s contribution towards Additional information Our performance review Our governance Our strategic business context How we create value Who we are Sustainability, social and ethics responsibilities In executing its social and ethics responsibilities, asSasol’s code of ethics applies to all our directors and required by the South African Companies Act, the employees, it emphasises that ethical behaviour in Nomination, Governance, Social and Ethics Committee everything Sasol does, globally, is an essential building considered and monitored Sasol’s activities, having regardblock to embed a values-driven organisation and high-to relevant legislation, human rights and prevailing best performance culture. We have translated the revised practice, in matters relating to: code into the most common languages of the major • Social and economic development, including countries in which we operate. Our values are included in Nations Global Compact as well as the purpose of extensive awareness campaigns for our employees, Development recommendations regarding corruption. a supplier code of ethics. The Committee also considered Sasol’s activities in • Stakeholder relationships, including supplier and relation to good corporate citizenship, with an emphasisconsumer relationships and the governance of the on Sasol’s social investment and global programmes Group’s stakeholder engagement activities as well as embarked on within education, skills development, Sasol’s standing in terms of the South African Broad-environment, community development and employeeBased Black Economic Empowerment (B-BBEE) Act, volunteerism. No 53 of 2003, including Sasol’s proposed response to The Board was responsible for considering andthe revised B-BBEE Codes. monitoring Sasol’s activities in relation to allThe Board, assisted by the Committee, is responsible environmental, health and public safety matters, for ensuring that disputes with Sasol’s stakeholders including the impact of the company’s products andare resolved as effectively, efficiently and expeditiously services on stakeholders.as possible. It considers the legitimate interests and • Labour and employment activities, taking into expectations of stakeholders in all its decision-making. labour and the International Labour Organisationincluding by presenting the Group’s strategy and Committee also considers Sasol’s progress in terms to Information Act, 2 of 2000, Sasol considers and of 1998, focusing on gender diversity and women We ensure appropriate engagement with requesting the educational development of employees. Sasol isrespect to the protection of certain information. committed to promoting equal opportunities and fair The code of ethics is available on our website employment practices, globally, across all its businesses.http://www.sasol.com/sustainability/ethics. We have implemented several programmes to ensure the practical application of our commitment to human rights, including worker participation and employment equity, always maintaining our high standards and statutory compliance.