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Related parties (Tables)

12 Months Ended

Jun. 30, 2023

Related parties

Schedule of key management remuneration

Executive directors’ remuneration and benefits

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		FR Grobler				VD Kahla3				HA Rossouw4				P Victor5
​		2023		2022		2023		2022		2023		2022		2023		2022
Executive Directors		R'000		R'000		R'000		R'000		R'000		R'000		R'000		R'000
Salary		13 117		11 328		7 762		7 301		7 468		1 737		—		8 351
Risk and Retirement funding		—		—		380		373		844		196		—		391
Vehicle benefit		—		—		—		—		—		—		—		100
Healthcare		143		117		114		108		—		—		—		56
Vehicle insurance fringe benefit		6		6		6		6		—		—		—		6
Security benefits		18		30		507		515		—		—		—		—
Other benefits		20		5		122		1		25		8 001		—		1 998
Total salary and benefits		13 304		11 486		8 891		8 304		8 337		9 934		—		10 902
Annual short-term incentive1		10 364		10 008		4 242		5 272		5 060		—		—		7 411
Long-term incentive gains2		17 028		21 451		14 681		9 399		—		—		—		—
Total annual remuneration		40 696		42 945		27 814		22 975		13 397		9 934		—		18 313

​

1 Short-term incentives approved based on the Group results for FY23 and payable in FY24. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2023 x Group and BU STI achievement (as appropriate) x Individual Performance Achievement.

2 Long-term incentives for 2023 represent the annual award made on 4 December 2020 and Mr Kahla's on-appointment award, in terms of his appointment as an executive director, made on 6 October 2020. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (67,34%) x June 2023 average share price. The vesting date is during FY24, 3 years after the award date in FY21, subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 4 December 2023 and the balance on 4 December 2025, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table.

3 Other benefits for Mr Kahla include the private use of the Company owned accommodation in London (R121 255) on which fringe benefit tax was charged and paid by Mr Kahla.

4 The 2022 disclosed earnings of Mr Rossouw are for the period 4 April to 30 June 2022, in the position of Chief Financial Officer (CFO) designate. From 1 July 2022 Mr Rossouw was appointed as CFO.

​

35 Related party transactions continued

35.2Key management remuneration continued

Other benefits for Mr Rossouw in 2022 include a buy-out payment of R8 000 000, tied to a retention period of twenty-four months from date of payment, as compensation for incentives forfeited upon resigning from his previous employer.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
Executive directors’ unvested LTI holdings (number & intrinsic value) for 2023
​	​	​	​	​	​	​	​	​	​	​	​	​
​		FR Grobler				VD Kahla			​	HA Rossouw
​		​		Intrinsic		​		Intrinsic		​		Intrinsic
​	​	Number	​	value1	​	Number	​	value1	​	Number	​	value1
Executive Directors		​		R'000		​		R'000				R'000
Balance at beginning of the year		313 344		116 464		184 205		68 465		—		—
Awards granted2		57 976		17 407		28 728		8 625		—		—
Change in value1		—		(43 725)		—		(25 774)		—		(4 531)
Effect of corporate performance targets		(45 494)		(13 081)		(19 934)		(5 732)		—		—
Dividend equivalents		3 025		870		1 391		400		—		—
Awards settled3		(32 156)		(8 728)		(15 519)		(4 261)		—		—
Effect of changes in Executive Directors4		—		—		—		—		32 734		12 167
Balance at the end of the year		296 695		69 207		178 871		41 723		32 734		7 636

1 Change in intrinsic value for the year results from changes in share price. Intrinsic values at the beginning and end of the year have been determined using the closing price of:

30 June 2023 R233,26

30 June 2022 R371,68

2 LTIs granted on 10 November 2022.

3 LTIs settled represent long-term incentives that vested with reference to the Group results for 2022 that was settled in the 2023 financial year. Difference between the long-term incentive gains disclosed in 2022 and the amount settled in 2023 is due to difference in actual share price at vesting date and the share price at date of disclosure. 50% of the award that vested in 2023 is still subject to a continued employment period of two years.

4 Mr Rossouw was appointed as CFO and Executive Director on 1 July 2022.

Prescribed Officers’ remuneration and benefits

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	S Baloyi3			​	HC Brand4			​	BE Klingenberg5			​	BP Mabelane6
​	​	2023	​	2022	​	2023	​	2022	​	2023	​	2022	​	2023	​	2022
Prescribed Officers		R'000		R'000		R'000		R'000		R'000		R'000		R'000		R'000
Salary		4 773		956		5 088		4 704		—		6 647		7 778		7 317
Risk and Retirement funding		1 017		215		1 492		1 487		—		2 074		380		372
Vehicle benefit		300		75		234		234		—		212		—		—
Healthcare		126		29		101		92		—		136		60		56
Vehicle insurance fringe benefit		6		2		6		6		—		6		—		—
Security benefits		—		—		—		6		—		200		—		—
Other benefits		173		332		2 525		4		—		7		1 008		5 004
Total salary and benefits		6 395		1 609		9 446		6 533		—		9 282		9 226		12 749
Annual short-term incentive1		3 672		2 494		3 553		4 415		—		4 390		4 227		5 389
Long-term incentive gains2		4 103		3 687		6 045		13 169		—		9 912		15 876		—
Total annual remuneration		14 170		7 790		19 044		24 117		—		23 584		29 329		18 138

1 Short-term incentives approved based on the Group results for FY23 and payable in FY24. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2023 x Group and BU STI achievement (as appropriate) x Individual Performance Achievement.

2 Long-term incentives for 2023 represent the annual award made on 4 December 2020 and Ms Mabelane's on-appoinment award made on 6 October 2020. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (67,34)% x June 2023 average share price. The vesting date is during FY24, 3 years after the award date in FY21, subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 4 December 2023 and the balance on 4 December 2025, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table.

3 Other benefits for Mr Baloyi include the taxation gross up of the relocation allowance paid in terms of the Sasol Relocation policy, in the previous financial year and R150 000 toward reimbursement of property transfer fees per relocation policy.

4 Mr Brand retired on 30 June 2023. Other Benefits include a R2 516 801 accumulated leave encashment, paid out in terms of his employment agreement.

5 Mr Klingenberg resigned as member of the GEC on 31 March 2022 but remained in service until 31 August 2022. In the interest of transparency his 2022 remuneration was disclosed for the full financial year.

6 Other benefits for Ms Mabelane include her subsidised business transport (R6 427) and the final payment of her sign-on/buy-out award partially compensating for the loss of incentives and shares when she resigned from her previous employer (R1 000 000).

Other benefits for Ms Mabelane in 2022 include her subsidised business transport (R2 150), sign-on/buy-out award partially compensating for the loss of incentives and shares when she resigned from her previous employer (R5 000 000).

​

35 Related party transactions continued

35.2Key management remuneration continued

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	CK Mokoena			​	CF Rademan3			​	BV Griffith⁴
​	​	2023	​	2022	​	2023	​	2022	​	2023	​	2022
Prescribed Officers		R'000		R'000		R'000		R'000		R'000		R'000
Salary		6 283		5 927		6 753		2 027		11 023		8 745
Risk and Retirement funding		357		350		—		—		812		618
Healthcare		143		115		—		—		365		314
Security benefits		12		9		—		—		—		—
Other benefits		3		2		2		1 500		546		409
Total salary and benefits		6 798		6 403		6 755		3 527		12 746		10 086
Annual short-term incentive1		3 380		3 740		3 200		1 503		6 087		6 418
Long-term incentive gains2		5 929		6 985		—		—		7 169		11 940
Total annual remuneration		16 107		17 128		9 955		5 030		26 002		28 444

1 Short-term incentives approved based on the Group results for FY23 and payable in FY24. Incentives are calculated as a percentage of total guaranteed package/base salary as at 30 June 2023 x Group and BU STI achievement (as appropriate) x BU achievement x Individual performance achievement.

2 Long-term incentives for 2023 represent the annual award made on 4 December 2020. The illustrative amount is calculated in terms of the number of LTIs x Corporate performance target achieved where relevant (67,34)% x June 2023 average share price. The vesting date is during FY24, 3 years after the award date in FY21, subject to the company being in an open period. Dividend equivalents accrue at the end of the vesting period, to the extent that the LTIs vest. 50% of the vested LTIs and accrued dividends will be released on 4 December 2023 and the balance on 4 December 2025, subject to the rules of the LTI plan. As there are no further performance conditions attached to the balance of the 50%, the full amount is disclosed in the single figure table.

3 Other benefits for Mr Rademan in 2022 include a sign-on payment of R1 500 000 compensating for the incentive which he would have received from his previous employer if he did not resign.

4 Mr Griffith is appointed in the USA. Dollar denominated salary and benefits have been converted to ZAR using the monthly average of daily closing exchange rates. ZAR/USD depreciation contributes to increase in year-on-year totals.

​

Prescribed Officers’ unvested LTI holdings (number & intrinsic value) for 2023

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	S Baloyi			​	HC Brand4			​	BP Mabelane
​	​	​	​	Intrinsic	​	​	​	Intrinsic	​	​	​	Intrinsic
​	​	​	​	value1	​	​	​	value1	​	​	​	value1
Prescribed Officers		Number		R'000		Number		R'000		Number	​	R'000
Balance at beginning of the year		52 040		19 342		139 064		51 687		120 403		44 751
Awards granted2		10 681		3 207		24 060		7 224		28 595		8 585
Change in value1		—		(7 393)		—		(18 589)		—		(18 581)
Effect of corporate performance targets		(1 943)		(559)		(23 152)		(6 657)		—		—
Dividend equivalents		448		129		1 860		535		—		—
Awards settled3		(6 463)		(1 952)		(23 346)		(6 562)		—		—
Awards forfeited4	​	—	​	—	​	(24 060)	​	(5 612)	​	—	​	—
Effect of changes in Prescribed Officers4		—		—		(94 426)		(22 026)		—		—
Balance at the end of the year		54 763		12 774		—		—		148 998		34 755

1 Change in intrinsic value for the year results from changes in share price. Intrinsic values at the beginning and end of the year have been determined using the closing price of:

35 Related party transactions continued

35.2Key management remuneration continued

​

30 June 2023 R233,26 ($12,38)

30 June 2022 R371,68 ($23,06)

2 LTIs granted on 10 November 2022.

3 LTIs settled represent long-term incentives that vested with reference to the Group results for 2022 that was settled in the 2023 financial year. Difference between the long-term incentive gains disclosed in 2022 and the amount settled in 2023 is due to difference in actual share price at vesting date and the share price at date of disclosure.

4 Mr Brand retired effective 30 June 2023. In terms of the 2022 LTI Plan rules, his 10 November 2022 award lapsed on 30 June 2023 as retirement was within 270 days of the award date. The balance of unvested awards at 30 June 2023 is 94 426 with an intrinsic value of R22 025 809.

​

Prescribed Officers' unvested LTI holdings (number & intrinsic value) for 2023

​

​	​	​	​	​	​	​	​	​
​		CK Mokoena				BV Griffith
​	​	Number	​	Intrinsic value1	​	​	​	Intrinsic value1
Prescribed Officers	​	​	​	R'000	​	Number	​	US$'000
Balance at beginning of the year		113 178		42 066		144 426		3 330
Awards granted2		23 598		7 085		37 603		654
Change in value1		—		(16 069)		—		(1 588)
Effect of corporate performance targets		(14 815)		(4 260)		(14 043)		(228)
Dividend equivalents		1 001		288		1 389		23
Awards settled3		(10 836)		(2 955)		(22 513)		(373)
Balance at the end of the year		112 126		26 155		146 862		1 818

1 Change in intrinsic value for the year results from changes in share price. Intrinsic values at the beginning and end of the year have been determined using the closing price of:

30 June 2023 R233,26 ($12,38)

30 June 2022 R371,68 ($23,06)

2 LTIs granted on 10 November 2022.

3 LTIs settled represent long-term incentives that vested with reference to the Group results for 2022 that was settled in the 2023 financial year. Difference between the long-term incentive gains disclosed in 2022 and the amount settled in 2023 is due to difference in actual share price at vesting date and the share price at date of disclosure.

​

The total IFRS2 charge for LTIs awarded to the Executive Directors and the Prescribed Officers in 2023 amounted to R29 million (2022: R14 million) and R45 million (2022: R32 million).

Non-executive Directors’ remuneration

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​								Ad Hoc or
​	​	​	​	Lead inde-	​	​	​	special	​	​	​	​	​	​	​	​
​	​	Board	​	pendent	​	​	​	purpose	​	​	​	​	​	​	​	​
​	​	meeting	​	Director	​	Committee	​	board	​	​	​	​	​	Total	​	Total
​	​	fees1 2 3	​	fees1 2	​	fees1 2 3	​	committee	​	VAT	​	Other	​	20234	​	2022
Non-executive Directors	​	R'000	​	R'000	​	R'000	​	R'000	​	R'000	​	R'000	​	R'000	​	R'000
SA Nkosi (Chairman)		4 394		—		—		—		659		—		5 053		5 127
S Westwell (Lead Independent Director)		2 194		878		1 408		—		—		—		4 480		3 913
MJ Cuambe5		1 829		—		658		—		373		—		2 860		2 577
MBN Dube5		2 194		—		969		—		—		—		3 163		2 701
M Flöel		2 194		—		795		—		—		—		2 989		2 494
K Harper6		2 194		—		439		—		—		—		2 633		1 996
GMB Kennealy		1 542		—		833		—		356		—		2 731		2 473
NNA Matyumza		1 542		—		493		—		305		—		2 340		2 226
MEK Nkeli		1 542		—		678		—		333		—		2 553		2 405
A Schierenbeck7	​	1 152	​	—	​	141	​	—	​	—	​	—	​	1 293	​	—
S Subramoney	​	1 542	​	—	​	493	​	—	​	305	​	—	​	2 340	​	2 181
C Beggs8	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	372
ZM Mkhize8	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	795
PJ Robertson8		—		—		—		—		—		—		—		1 146
Total		22 319		878		6 907		—		2 331		—		32 435		30 406

​

1 Fees for Q3 and Q4 were adjusted with inflation as per the approved AGM resolution at the November 2021 AGM.

2 Fees exclude VAT.

3 Board and Committee fees are based in USD, thus impacted by USD/ZAR foreign exchange rates at date of payment for resident non-executive directors. For Non-executive directors permanently residing outside of the UK, Europe and North America, effective 1 January 2023, the exchange rate was fixed for the following 12 month period, using the average exchange rate from 1 July 2021 to December 2022. A cost-of-living factor between jurisdictions, account for differences in fees.

4 As the fees are based in USD, the ZAR value of the Non executive director fees increased from FY22 to FY23, mainly due to the CPI increase and significant devaluation of the Rand.

5 Mr Cuambe was appointed to the Remuneration Committee effective 19 November 2021 and Ms Dube to the Nomination Governance committee effective 1 October 2021.

6 In addition to the CPI and exchange rate increase, Ms Harper received the reduced 2018 approved directors fees for Q1 and Q2 of FY22 as she was appointed to the Board after 2018, compared to her peers who remained on the approved 2016 fee (where their fees were higher than those approved in 2018).

7 Mr A Schierenbeck was appointed effective 1 January 2023.

8 Mr C Beggs retired effective 31 August 2021. Messrs ZM Mkhize and PJ Robertson retired from the Board effective 19 November 2021.

X

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The disclosure of information about key management personnel. [Refer: Key management personnel of entity or parent [member]]

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