Exhibit
99.2 Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 27 SASOL AFS 7 OCT  PROOF final 2
  corporate governance delegation of authority to management in specified
  matters and those matters reserved for board decision-making. The board
  charter sets out the practices and processes the board has adopted to
  discharge its responsibilities. A copy is available on the companys website,
  www.sasol.com, together with the terms of reference of all board and
  statutory committees and the companys MOI. The board charter specifies: 
  the demarcation of roles, functions, responsibilities and powers of the
  board, the shareholders, chairman, lead independent director, individual
  directors, company secretary, other officials and the executives of the
  company;  the terms of reference of the board and statutory committees; 
  matters reserved for final decision-making or pre-approval by the board; and
   the policies and practices of the board on matters such as corporate
  governance, directors dealings in the securities of the company,
  declarations of conflicts of interest, board meeting documentation,
  alternative dispute resolution, business rescue proceedings and procedures,
  and the nomination, appointment, induction, training and evaluation of
  directors and members of board committees. Within the powers the MOI confers
  on it, the board has determined its main function and responsibility to be to
  add significant value to the company by:  retaining full and effective
  control over the company and providing effective leadership in the best
  interests of the company;  determining the strategies and strategic
  objectives of the company and ensuring that strategy, risk, performance and
  sustainability considerations are effectively integrated and appropriately
  balanced;  determining and setting the tone of the companys values,
  including principles of ethical business practice and the requirements of
  being a responsible corporate citizen;  bringing independent, informed and
  effective judgement and leadership to bear on material decisions of the
  company and group companies, including material company and group policies,
  the group framework of delegated authorities, appointment and removal of the
  chief executive officer, approval of the appointment or removal of group
  executive committee members, capital expenditure transactions and
  consolidated group budgets and company budgets;  satisfying itself that the
  company and group entities are governed effectively in accordance with
  corporate governance best practice, including risk management, legal
  compliance management, appropriate and relevant non-binding industry rules,
  codes and standards, and internal control systems to - maximise sustainable
  returns; - safeguard the people, assets and reputation of the group; and -
  ensure compliance with applicable laws and regulations.  monitoring
  implementation by group entities, board committees and executive management
  of the boards strategies, decisions, values and policies through a
  structured approach to governance, reporting, risk management and information
  management (including information technology); Governance framework Sasol
  applies sound corporate governance structures and processes, which the board
  considers pivotal to delivering sustainable growth in the interests of all
  stakeholders. Sasols values-driven culture and code of ethics underpin its
  governance structures and processes, committing the company to high standards
  of business integrity and ethics in all its activities. Governance structures
  and processes are reviewed regularly, and adapted to accommodate internal
  developments and reflect national and international best practice. The board
  considers corporate governance to be a priority and endeavours to go beyond
  minimum compliance where appropriate. The board will therefore consider all
  new non-statutory corporate governance concepts carefully and will implement
  them if they are deemed to be in Sasols best interests. The application of
  governance requirements should facilitate, not detract from, the directors
  ability to execute their statutory and fiduciary responsibilities, and their
  duty of care and skill. The nomination, governance, social and ethics
  committee and the board continue to review and benchmark the groups
  governance structures and processes to ensure they support effective and
  ethical leadership, good corporate citizenship and sustainability. Sasols
  ordinary shares and Sasol BEE ordinary shares are listed on the Johannesburg
  Stock Exchange operated by the JSE Limited (JSE). Sasol is also listed on the
  New York Stock Exchange (NYSE) for the purpose of registering the companys
  American Depositary Shares with the United States Securities and Exchange
  Commission (SEC). Accordingly, the company is subject to, and has implemented
  controls to provide reasonable assurance of its compliance with, all relevant
  requirements in respect of its listings. These include the South African
  Companies Act, no 71 of 2008 (the SA Companies Act) and the JSE Listings
  Requirements, and SEC, NYSE and US legal requirements such as the
  Sarbanes-Oxley Act of 2002 (SOX) in so far as they apply to foreign companies
  listed on the NYSE. Sasol applies all the principles of the King Code of
  Governance Principles for South Africa (King III Code). In some areas the
  board is of the view that, while recommended practice is being applied,
  further enhancements will be made over time in line with its objective to
  continuously improve corporate governance practices. A statement that
  confirms Sasols application of each of the King III Codes 75 principles is
  available on www.sasol.com. Sasol has compared its corporate governance
  practices to the requirements imposed on domestic US companies listed on the
  NYSE, and complies with these governance standards in most significant
  respects. The significant differences, which relate to the composition of the
  remuneration committee and the nomination, governance, social and ethics
  committee, are set out in Sasols annual report on Form 20-F filed with the
  SEC. Board powers and procedures The companys memorandum of incorporation
  (MOI) and the board charter assign responsibility for strategic direction and
  control of the company to the board. The board exercises this control by way
  of the companys governance framework, which includes detailed reporting to
  the board and its committees and a system of assurances on internal controls.
  The board regularly reviews and approves the


Sasol Limited
  group 28 Sasol annual financial statements 2013 AFS SASOL AFS 7 OCT  PROOF
  final 2 board matters, their duties and other governance responsibilities as
  directors. The induction is tailored to each directors specific needs.
  Directors are briefed on legal developments and changes in the risk and general
  business environment on an ongoing basis. The nomination, governance, social
  and ethics committee facilitates the evaluation of the effectiveness and
  performance of the board, its committees and the individual directors
  annually. The chairman, through the nomination, governance, social and ethics
  committee and assisted by the company secretary, leads the evaluation
  process. An independent evaluation of the board and individual directors was
  conducted at the end of the 2012 financial year. A self-assessment, by way of
  individual questionnaires, was performed in the 2013 financial year. No major
  concerns were raised in respect of the functioning of the board or any of its
  committees. One of the questions that directors had to address specifically
  focused on the balance of power and authority on the board, and the role of
  the chairman in ensuring that all directors have equal opportunity to
  participate in decision-making. The nomination, governance, social and ethics
  committee and the board specifically consider the directors other
  commitments, such as other directorships, to determine whether each director
  has sufficient time to discharge his or her duties effectively. The lead
  independent director is responsible for ensuring that the performance of the chairman
  is evaluated annually, which was done during the year under review. In terms
  of the companys MOI, one-third of directors must retire at every annual
  general meeting and are eligible for re-election. The independence of
  directors is evaluated in terms of the boards policy, which is based on the
  applicable corporate governance requirements. The nomination, governance,
  social and ethics committee and the board make this determination when a
  director is first appointed, annually or at any other time when a directors
  circumstances change and warrant re-evaluation. The board has determined that
  all the non-executive directors, except Mrs TH Nyasulu, are independent in
  accordance with the King III Code and NYSE rules. Mrs TH Nyasulu has a 1,275%
  indirect interest in Sasol Oil (Pty) Ltd, a subsidiary of Sasol Limited, and
  is therefore not independent in terms of the King III Code. Prof JE Schrempp
  and Dr MSV Gantsho have been in office for more than 10 years, but their
  independence has been confirmed 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. The board is of the
  view that all non-executive directors exercise independent judgement at all
  times. The companys directors, executives and senior employees are
  prohibited from dealing in Sasol securities during certain prescribed
  periods. The company secretary regularly informs directors, executives and
  senior employees of insider trading legislation and advises them of closed
  periods. A report on directors dealings in the companys shares is tabled at
  each board meeting and disclosed in terms of the applicable JSE and NYSE
  requirements. Directors declarations of personal financial interests are
  tabled annually. Additional or amended declarations of interest are
  circulated at every board meeting and annually at the nomination, governance,
  social and ethics committee meeting for consideration and noting.  ensuring
  the company has an effective and independent audit committee, remuneration
  committee, risk and safety, health and environment (SHE) committee and
  nomination, governance, social and ethics committee;  ensuring there is an
  effective risk-based internal audit;  governing the disclosure control
  processes of the company, including the integrity of the companys annual
  integrated report and reporting on the effectiveness of the companys system
  of internal controls;  ensuring that it considers business rescue
  proceedings or other turnaround mechanisms as soon as the company is
  financially distressed as defined in the SA Companies Act;  ensuring that
  disputes are resolved as effectively, efficiently and expeditiously as
  possible; and  monitoring the relationship between management and
  stakeholders of the company. The board is satisfied that it fulfilled these
  duties and obligations during the past financial year. Composition of the
  board and appointment of directors Directors biographies appear in the Our
  board of directors section of the annual integrated report. In terms of the
  companys MOI, the board shall consist of a maximum of 16 directors of whom
  up to five may be executive directors. The board has determined the size of
  the board to be 14 for the time being. As at 6 September 2013, there are 13
  directors, of whom three are executive directors, namely Mr DE Constable
  (chief executive officer), Mrs KC Ramon (chief financial officer)1 and Ms VN
  Fakude. The majority of the directors are non-executive directors, namely Mrs
  TH Nyasulu (chairman)2, Prof JE Schrempp (lead independent director), Mr C
  Beggs, Mr HG Dijkgraaf, Dr MSV Gantsho3, Ms IN Mkhize, Mr ZM Mkhize, Mr MJN
  Njeke, Mr PJ Robertson and Mr S Westwell. Non-executive directors are chosen
  for their corporate leadership skills, experience and expertise required to
  advance the strategic direction of the company. The nomination, governance,
  social and ethics committee and the board take into account diversity in
  gender and race, as well as in business, geographic and academic backgrounds,
  when appointments to the board are considered. The board ensures that it has
  the right balance of skills, experience, independence and business knowledge
  necessary to discharge its responsibilities, in keeping with the highest
  standards of governance. In the boards assessment, all directors have the
  relevant knowledge, skills and experience to make a meaningful contribution
  to the business of the company. As at 6 September 2013, 54% of the board were
  historically disadvantaged South Africans, including women, and 31% were
  women. Seven of the eight South African citizens on the board in this period
  were from historically disadvantaged groups. The directors are entitled to
  seek independent professional advice concerning the companys affairs at Sasols
  expense, and to gain access to any information they may require in
  discharging their duties as directors. Newly appointed directors are inducted
  under the guidance of the company secretary. They are apprised of the
  companys business, corporate governance continued 1 Mrs KC Ramon resigned as
  director and chief financial officer on 9 September 2013. Mr P Victor was
  appointed director and acting chief financial officer with effect from 10
  September 2013. 2 Mrs TH Nyasulu resigned as chairman and director with
  effect from 22 November 2013. 3 Dr MSV Gantsho was appointed as chairman with
  effect from 22 November 2013.


Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 29 SASOL AFS 7 OCT  PROOF final 2
  strategy and the overall management and performance of the Sasol Group, with
  the primary aim of enhancing long-term shareholder value. Chief financial
  officer Mrs KC Ramon was the chief financial officer and executive director of
  the group until 9 September 2013. Mr P Victor was appointed as executive
  director and acting chief financial officer with effect from 10 September
  2013. The audit committee considered Mrs KC Ramon and Mr P Victors expertise
  and experience at its meeting on 5 September 2013 and deemed it appropriate.
  The committee is also satisfied that the expertise, resources, succession
  plan and experience of the finance function reporting to the chief financial
  officer are adequate. Company secretary Mr VD Kahla, the group executive:
  advisory and assurance, is the company secretary. The board appointed him in
  accordance with the SA Companies Act. Having considered his competence,
  qualifications and experience at its meeting held in September 2013, the
  board is satisfied that he is competent and has the appropriate
  qualifications and experience to serve as the company secretary. Mr Kahla
  holds BA and LLB degrees and has a 15-year track record as a legal advisor
  and governance practitioner in the private and public sectors. The company
  secretary communicates directly with the chairman, while maintaining an
  arms-length relationship with the board and the directors as far as
  reasonably possible. The company secretary is not a director but is a member
  of the group executive committee and reports to the chief executive officer.
  The role and responsibilities of the company secretary are described in the
  board charter. The board also considered the interactions between the company
  secretary and the board during the past year, and is satisfied that there is
  an arms-length relationship between the board and the company secretary. The
  board met seven times during the financial year, with six meetings scheduled
  in advance. Attendance was as follows: Director 07/09/12 29/11/12 30/11/12 08/03/13
  20/05/13 * 05/06/13 06/06/13 C Beggs ü ü ü ü ü ü ü DE Constable ü ü ü ü ü ü ü
  HG Dijkgraaf ü ü ü ü ü ü ü VN Fakude ü ü ü ü ü ü ü MSV Gantsho ü ü ü ü ü ü ü
  IN Mkhize ü ü ü ü ü ü ü ZM Mkhize ü ü ü ü ü ü ü MJN Njeke ü ü ü ü    TH
  Nyasulu ü ü ü ü ü ü ü KC Ramon ü ü ü ü ü ü ü JE Schrempp ü ü ü ü  ü ü S
  Westwell ü ü ü ü ü ü ü PJ Robertson ü ü ü ü  ü ü v Indicates attendance 
  Indicates absence with apology n/a Indicates not a member at the time *
  Special meeting Chairman and lead independent director The offices of
  chairman and chief executive officer are separate and the chairman is a
  non-executive director. Due to Mrs TH Nyasulus interest in Sasol Oil (Pty)
  Ltd, the lead independent director, Prof JE Schrempp, leads discussions when
  matters relating to Sasol Oil, or the succession or performance of the
  chairman, are discussed. Mrs TH Nyasulu recuses herself from board meetings
  when matters pertaining to Sasol Oil are considered. The lead independent
  director and clear majority of independent directors ensure that sufficient
  independent thinking informs board deliberations. The roles of the chairman
  and lead independent director are specified in the board charter. The
  appointment and performance of the chairman and lead independent director are
  reviewed annually. The board and the nomination, governance, social and
  ethics committee are responsible for succession planning in relation to the
  position of chairman. The lead independent director guides this process. Mrs
  TH Nyasulu will step down as chairman at the conclusion of the annual general
  meeting scheduled for 22 November 2013, and Dr MSV Gantsho will succeed her
  as chairman on that date. Chief executive officer Mr DE Constable is the
  chief executive officer of the group. In terms of the companys MOI, the
  directors appoint the chief executive officer. The appointment is made on the
  recommendation of the nomination, governance, social and ethics committee.
  The board is responsible for ensuring that succession plans are in place for
  the roles of chief executive officer and other members of the group executive
  committee. The role and function of the chief executive officer is specified
  in the board charter. The chief executive officer is the highest executive
  decision-making functionary of Sasol and the Sasol group. The Sasol Limited
  board delegates authority to the chief executive officer, and holds him
  accountable, for the successful implementation of the group


30 Sasol annual
  financial statements 2013 AFS SASOL AFS 7 OCT  PROOF final 2 Sasol Limited
  group The remuneration committee Members: Mr HG Dijkgraaf (chairman), Ms IN
  Mkhize, Mrs TH Nyasulu, Mr PJ Robertson and Prof JE Schrempp. With the
  exception of Mrs TH Nyasulu, all the members of the committee, including the
  chairman, are independent non-executive directors. Although Mrs Nyasulu is
  not considered independent due to her interest in Sasol Oil, it is the view
  of the board that the chairman of the board is a critical member of the
  remuneration committee. The board is satisfied that Mrs Nyasulus interest in
  Sasol Oil does not have any bearing on her ability to exercise independent
  judgement with respect to remuneration. The chief executive officer and
  executives responsible for remuneration attend the committees meetings by
  invitation, but recuse themselves before any decisions are made. The
  functions and terms of reference of the remuneration committee, as well as
  directors remuneration and other relevant information are available in the
  remuneration report on pages 57 to 79 of the annual financial statements. The
  committee is required to meet at least twice a year, and met four times
  during the year under review. Attendance was as follows: Member 06/09/12
  28/11/12 07/03/13 05/06/13 HG Dijkgraaf ü ü ü ü IN Mkhize ü ü ü ü TH Nyasulu
  ü ü ü ü JE Schrempp ü ü ü ü PJ Robertson ü ü ü ü ü Indicates attendance 
  Indicates absence with apology The audit committee Members: Messrs C Beggs
  (chairman), HG Dijkgraaf (until 6 June 2013), Dr MSV Gantsho, Ms IN Mkhize
  (with effect from 6 June 2013), Mr MJN Njeke and Mr S Westwell. The audit
  committee is an important element of the boards system of monitoring and
  control. In compliance with applicable SEC and NYSE rules, as well as South
  African legislation, all members are independent non-executive directors. The
  audit committee is a statutory committee of Sasol Limited in respect of its
  duties in terms of section 94(7) of the SA Companies Act, and a committee of
  the Sasol Limited board in respect of all other duties the board and US
  legislation assigns to it. Shareholders elect the members of the committee at
  the annual general meeting. The committee has decision-making authority with
  regard to its statutory duties and is accountable in this regard to both the
  board and the shareholders. On all other responsibilities the board delegates
  to it, the committee makes recommendations for board approval. All audit
  committee members are financially literate and most have extensive audit
  committee experience. To ensure greater integration between the work of the
  audit committee and the risk and SHE committee, particularly for purposes of
  integrated reporting and the application of the combined assurance model, the
  chairmen of the two committees are members of the other committee,
  respectively. Sasol subsidiaries and divisions Sasol Limited has more than
  200 direct and indirect subsidiaries globally, which conduct their business
  through one or more divisions. Each subsidiary, and some divisions, has its
  own board of directors. Subsidiary and divisional boards operate in
  accordance with a general board charter. As a direct or indirect shareholder
  of these subsidiaries, the company exercises its rights in approving material
  decisions and ensuring that the groups minimum requirements are complied
  with in respect of matters such as governance, internal controls, financial
  management, disclosure controls, risk management, legal compliance, safety,
  health and environmental management, internal audit, ethics management, human
  resource management, information management, stakeholder relationships and
  sustainability. Systems, policies, processes and capacity are in place to
  ensure all entities in the Sasol group adhere to essential group
  requirements. The company requires involvement in the decision-making of its
  subsidiaries and divisions on material matters, to ensure its best interests
  are advanced. This defined list of material matters includes the appointment
  of directors, strategy charters, budgets, large capital expenditures and
  significant mergers, acquisitions and disposals. External disclosures and
  reporting are mostly consolidated and managed at group level. Sasol also
  prescribes the standard approval framework and signing authorities in the
  group, as well as the criteria for the composition of the various subsidiary
  and divisional boards. The Sasol Limited board has delegated authority to the
  group executive committee to appoint the directors of its main subsidiaries
  and their divisions. The boards of the main subsidiaries and divisions are
  constituted to ensure that a majority of directors are nonexecutive
  directors. The group executive committee revises the composition of
  subsidiary and divisional boards from time to time, and assesses their
  performance and that of individual directors as part of the groups general
  performance review processes. Sasol Group Services (Pty) Ltd fulfils the role
  of company secretary for all South African subsidiaries. The company
  secretarial department, which is staffed by suitably qualified and
  experienced individuals, discharges this duty according to the requirements
  of the SA Companies Act and the King III Code. Board and statutory committees
  Several committees have been established to assist the board in discharging
  its responsibilities. Shareholders elect the members of the audit committee,
  which is a statutory committee. The board appoints all other members of its
  committees. The committees play an important role in enhancing standards of
  governance and effectiveness within the group. The terms of reference of the
  board committees are reviewed annually and form part of the board charter.
  All committees, except for the risk and safety, health and environment (SHE)
  committee, comprise only non-executive directors. The chief executive officer
  is not a member of the audit, nomination, governance, social and ethics and
  remuneration committees, but attends all committee meetings by invitation. He
  is requested to leave the meeting, where appropriate, before any decisions
  relating to him personally are made. All committees may obtain external or other
  independent professional advice they consider necessary to discharge their
  duties. corporate governance continued


Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 31 SASOL AFS 7 OCT  PROOF final 2
  function and the audit fee. The audit committee also reviews and approves the
  internal audit charter, internal audit plan and internal audit conclusions.
  The audit committee meets regularly in separate sessions with management, the
  external auditor and the internal auditor. The audit committee reviews all
  publications and announcements of a financial nature before publication. Both
  the audit committee and the board are satisfied there is adequate segregation
  between the external and internal audit functions, and that the independence
  of the internal and external auditors is not in any way impaired or
  compromised. During the year under review, the audit committee adopted an
  auditor rotation policy requiring the rotation of its external auditors in
  line with good corporate governance practice. The audit committee is
  responsible for ensuring that the combined assurance model the King III Code
  introduced is applied to provide a coordinated approach to all assurance
  activities. A combined assurance model has been developed and is being
  implemented in stages, starting in 2011. Further progress was made in the
  year under review. In particular, the committee:  ensures that the combined
  assurance received is appropriate to address all the significant risks facing
  the company; and  monitors the relationship between the external service
  providers and the company. The committee is an integral part of the risk
  management process. In this regard the committee considers and reviews the
  findings and recommendations of the risk and SHE committee in so far as they
  are relevant to the functions of the audit committee. Subsidiary and
  divisional governance committees oversee financial reporting, internal
  control and other governance matters relating to subsidiaries and divisions.
  These committees assist the respective subsidiary and divisional boards by
  examining and reviewing those companies annual financial statements prior to
  submission and approval by the relevant boards, and by monitoring the effective
  functioning of those companies internal and disclosure controls. The
  proceedings of these subsidiary and divisional governance committees are
  reported to the relevant subsidiary or divisional board. Material areas of
  concern are also reported to the audit committee. None of the members serve
  on the audit committees of more than three listed public companies. Mr C
  Beggs has been designated as the audit committee financial expert in
  accordance with SEC rules. The chairman of the board, the chief executive
  officer, chief financial officer, internal auditor, chief risk officer and
  external auditors attend audit committee meetings by invitation. The audit
  committee obtains assurance from management, the governance committees or
  boards of the South African subsidiaries in respect of the functions
  specifically performed by the aforementioned in respect of those entities in
  terms of section 94(7) of the SA Companies Act. The audit committee primarily
  assists the board in overseeing:  the quality and integrity of the companys
  integrated reporting, incorporating the financial statements (including
  consolidated group financial statements) and sustainability reporting, and
  public announcements in respect of the financial results;  the qualification
  and independence of the external auditors for Sasol and all group companies;
   the scope and effectiveness of the external audit function of Sasol and all
  group companies;  the effectiveness of the Sasol groups internal controls
  and internal audit function; and  compliance with legal and regulatory
  requirements to the extent that they might have an impact on the annual
  integrated report or the annual financial statements. The board has delegated
  extensive powers to the audit committee to perform these functions in accordance
  with the SA Companies Act and US corporate governance requirements. In line
  with these requirements the audit committee has, among other things,
  implemented a procedure for the pre-approval by the audit committee of all
  audit and permissible non-audit services the external auditor provides. The
  audit committee meets the groups external and internal auditors and
  executive management regularly to consider risk assessment and management,
  review the audit plans of the external and internal auditors and to review
  accounting, auditing, financial reporting, corporate governance and
  compliance matters. The audit committee assesses the independence of the
  external auditors annually and approves the external auditors engagement
  letter and the terms, nature and scope of the audit The audit committee is
  required to meet at least three times a year, and met six times during the
  year. Two special meetings were scheduled in November 2012 and February 2013
  to consider the evaluation criteria for the appointment of a new external
  auditor and to nominate the external auditor in line with these criteria.
  Attendance was as follows: Member 06/09/12 12/10/12 14/11/12 12/02/13
  07/03/13 31/05/13 C Beggs ü ü ü ü ü ü HG Dijkgraaf ü ü  ü ü ü MSV Gantsho ü
  ü ü ü ü ü MJN Njeke ü ü ü ü ü ü S Westwell ü ü ü ü ü ü n/a Indicates not a
  member at the time ü Indicates attendance  Indicates absence with apology
  See also the report of the audit committee on pages 48 to 50.


32 Sasol annual
  financial statements 2013 AFS SASOL AFS 7 OCT  PROOF final 2 Sasol Limited
  group The nomination, governance, social and ethics committee Members: Mrs TH
  Nyasulu (chairman), Prof JE Schrempp (lead independent director), Mr HG
  Dijkgraaf (with effect from 8 April 2013), Dr MSV Gantsho and Mr ZM Mkhize.
  The nomination, governance, social and ethics committee performs the
  responsibilities of a nomination and governance committee as well as social
  and ethics committee as required in terms of the SA Companies Act. The
  committee comprises five non-executive directors, of whom four are
  independent. The chairman of the board is the chairman of the nomination,
  governance, social and ethics committee due to the requirement of the JSE
  Listings Requirements that a nominations committee should be chaired by the
  chairman of the board. Although Mrs Nyasulu is not considered independent due
  to her interest in Sasol Oil, the boards view is that the chairman of the
  board should chair the nomination, governance, social and ethics committee,
  due to its mandate to nominate directors. The board is satisfied that Mrs
  Nyasulus interest in Sasol Oil does not have any bearing on her ability to
  exercise independent judgement with respect to matters within the mandate of
  this committee. The nomination, governance, social and ethics committees
  functions include reviewing and making recommendations to the board on:  the
  companys general corporate governance framework;  the composition and
  performance of the board, individual directors and its committees;  the
  appointment or re-appointment of directors and members of the group executive
  committee;  succession planning for the roles of chairman and chief
  executive officer; and  legal compliance and the companys ethics policy and
  programmes. In addition, the committee oversees the governance of the groups
  stakeholder engagement activities, with specific reference to applicable
  legislation and sound corporate governance requirements. The risk and safety,
  health and environment committee (risk and SHE committee) Members: Mr HG
  Dijkgraaf (chairman), Mr C Beggs, Mr DE Constable, Ms VN Fakude, Ms IN
  Mkhize, Mrs TH Nyasulu, Mrs KC Ramon4 and Mr S Westwell. Ms IN Mkhize was
  appointed chairman of the committee with effect from 6 June 2013. Mr HG
  Dijkgraaf will remain a member of the committee. The committees functions
  include reviewing and assessing the integrity of the companys risk
  management processes, including safety, health, environmental and
  sustainability risk. The committee reports its findings and recommendations
  in respect of material risks as well as the companys policies on risk
  assessment and risk management which may have an impact on the annual
  integrated report. It also reviews the disclosure of sustainability matters
  in the annual integrated report and reports to the audit committee to enable
  the latter to provide assurance to the board that the disclosure is reliable
  and does not conflict with the financial information. The committee met four
  times during the year. Attendance was as follows: Member 05/09/12 28/11/12
  06/03/13 31/05/13 C Beggs ü ü ü ü DE Constable ü ü ü ü HG Dijkgraaf ü ü ü ü
  VN Fakude ü ü ü ü IN Mkhize ü ü ü ü TH Nyasulu ü ü ü ü KC Ramon ü ü ü ü S
  Westwell ü ü ü ü ü Indicates attendance  Indicates absence with apology
  corporate governance continued The committee met five times during the
  financial year. Attendance was as follows: Member 07/09/12 28/11/12 08/03/13
  17/05/13* 05/06/13 HG Dijkgraaf n/a n/a n/a v v MSV Gantsho v v v v v TH
  Nyasulu v v v  v JE Schrempp v v v v v ZM Mkhize v v v v v v Indicates
  attendance  Indicates absence with apology n/a Indicates not a member at the
  time * special meeting 4 Mrs KC Ramon resigned as executive director and
  member on 9 September 2013.


Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 33 SASOL AFS 7 OCT  PROOF final 2 The
  group maintains a system of internal financial control that is designed to
  provide assurances on the maintenance of proper accounting records and the
  reliability of financial information used within the business and for
  publication. The system contains self-monitoring mechanisms, and actions are
  taken to correct deficiencies as they are identified. The group began
  implementing a combined assurance approach in 2011 to assist in addressing
  the key risks facing the group. Management identifies and controls these
  risks by means of a risk framework determined by the risk and SHE committee,
  and the process is monitored and evaluated under the direction of internal audit.
  The internal control and combined assurance system includes:  a documented
  organisational structure and reasonable division of responsibility; 
  policies and procedures (including a code of conduct to foster a strong
  ethical climate) which are communicated throughout the group; and 
  mechanisms to ensure compliance. Sasol, as a foreign private issuer on the
  NYSE, is subject to, and complies with, section 404 of the Sarbanes-Oxley
  Act, 2002 (SOX 404). More information is included in Sasols annual report on
  Form 20-F filed annually with the SEC and available on www.sasol.com. The
  board reviewed the effectiveness of controls for the year ended 30 June 2013,
  principally through a process of management self-assessment, including formal
  confirmation from executive management. The board also considered reports
  from internal audit, the external auditor and the compliance and risk
  management functions. Internal audit The group has an internal audit function
  that covers its global operations. Internal audit is responsible for: 
  assisting the board and management in monitoring the adequacy and
  effectiveness of combined assurance over the companys risk management
  process;  assisting the board and management in maintaining an effective
  internal control environment by evaluating those controls continuously, using
  a risk based approach, to determine whether they are adequately designed,
  operating efficiently and effectively, and to recommend improvements; and 
  co-ordinating, combining and integrating the assurance various parties
  provide (such as line management, internal and external assurance providers)
  pursuant to the combined assurance model. Internal controls reviewed consist
  of strategic, operating, financial reporting and compliance controls and
  encompass those relating to:  the information management environment;  the
  reliability and integrity of financial and operating information;  the
  safeguarding of assets, including fraud prevention;  the effective and
  efficient use of the companys resources; and  the completeness and accuracy
  of matters reported in the annual integrated report. The committees work
  plan ensures all its statutory responsibilities are covered during the course
  of a calendar year. During the period under review, the committee:  considered
  the companys compliance with the goals and purposes of the 10 principles set
  out in the United Nations Global Compact;  considered the companys standing
  in terms of the goals and purposes of the OECD recommendations regarding
  corruption;  received a report on Sasols progress under the Employment
  Equity Act, no 55 of 1998;  noted Sasols standing in terms of the
  Broad-Based Black Economic Empowerment Act, no 53 of 2003;  considered
  stakeholder relationship reports, including assessments of stakeholder
  relationship health and progress with the development of a stakeholder
  management strategy for each stakeholder category;  considered a report on
  the companys labour and employment activities, taking into account - the
  laws and codes of best practice applicable in host countries in which the
  company operates, - the International Labour Organisations protocol on
  decent work and working conditions, and - the companys employment
  relationships, and its contribution toward the educational development of its
  employees; and  received a report on the companys consumer relationships,
  including the companys advertising and public relations, and compliance with
  consumer protection laws. The board has delegated responsibility for all
  environmental, health and public safety matters, including the impact of the
  companys activities and of its products or services, to the risk and SHE
  committee. Accordingly, the nomination, governance, social and ethics
  committee noted the reports in connection with those matters which were
  submitted to the risk and SHE committee. Progress in the above areas is
  covered in greater detail in the sustainable development report available on
  www.sasol.com. Group executive committee (GEC) Members: Mr DE Constable
  (chairman), Mr AM de Ruyter, Mr VD Kahla, Mr BE Klingenberg, Ms VN Fakude, Mr
  CF Rademan, Mr M Radebe, Mrs KC Ramon and Mr GJ Strauss5. In terms of the
  revised group governance framework the board approved in March 2013, the GEC
  supports the chief executive officer in implementing the strategy and in
  managing the Sasol group. The chief executive officer is entitled to
  sub-delegate any of the powers delegated to him to the GEC, individual
  members of the GEC or other committees, forums or individuals within the
  Sasol group. The chief executive officer may sub-delegate all matters not
  specifically reserved for decision-making by the Sasol Limited board or its
  shareholders. The board appoints GEC members on the recommendation of the
  chief executive officer and the nomination, governance, social and ethics
  committee. Internal control and combined assurance The directors are
  ultimately responsible for the groups system of internal control, designed
  to identify, evaluate, manage and provide reasonable assurance against
  material misstatement and loss. 5 Retired with effect from 30 September 2013.


34 Sasol annual
  financial statements 2013 AFS SASOL AFS 7 OCT  PROOF final 2 Sasol Limited
  group Risk management The board is responsible for risk management within the
  Sasol group in accordance with corporate governance requirements. The Sasol
  Limited boards risk and SHE committee oversees Sasols risk management
  activities. The risk and SHE committee and the audit committee work closely
  to ensure that risk management complies with the relevant standards and that
  it is working effectively. Oversight of risk management at business and
  function level takes place through internal risk and governance committees,
  executive committees and the various boards of the businesses. Sasol has
  appointed a Chief Risk Officer who ensures that a comprehensive enterprise
  risk management process is in place. The principal objectives of the groups
  enterprise-wide risk management process are:  to ensure that the significant
  business risks to which Sasol is exposed are systematically identified,
  assessed and managed to acceptable levels based on risk tolerance and
  appetite levels approved by the Sasol Limited board;  to achieve an optimal
  risk-reward balance; and  to ensure that risk management is embedded in all
  decisionmaking processes including planning, projects, business operations,
  investments, disposals and closures. The following key principles guide
  Sasols enterprise-wide risk management process:  an understanding of risks
  as reflecting uncertain future events that could influence the achievement
  of business objectives (including any deviation from expected outcomes);  a
  clear assignment of responsibilities and accountabilities;  a common
  enterprise-wide risk management framework;  a set of enabling risk
  management capabilities through standardisation of risk processes, systems,
  risk training and measurement; and  the integration of risk management
  activities within the company and across its value chains. Sasols integrated
  risk management approach includes the determination and development of risk
  profiles at business, functional, process and project levels. Top risks that
  impact the companys ability to achieve its strategic objectives on a
  sustainable basis are managed at group level. Risks at business and
  functional level are considered in relation to achieving business strategies
  that are closely aligned to the Sasol group strategy. At process level,
  operational, project, financial and legal compliance risks are managed to
  mitigate the impact of Sasols operations on people, processes and the
  environment. The group risk management strategy, policy, tone, competencies,
  and a risk management maturity assessment, which is used to track progress in
  risk compliance and performance, all support and enable Sasols risk
  management processes. The companys insurance services department, with the
  assistance of external consultants, undertakes regular risk control reviews
  of the companys plants and operations using recognised international
  procedures and standards. It is Sasols policy to procure property damage,
  business interruption and liability insurance above acceptable deductible
  levels at acceptable commercial premiums and terms. The annual audit plan is
  based on an assessment of risk areas internal audit and management
  identifies, as well as focus areas highlighted by the audit committee, GEC
  and management. The annual audit plan is updated as appropriate to ensure it
  remains responsive to changes in the business. A comprehensive report on internal
  audit findings is presented to the GEC and the audit committee quarterly.
  Follow-up audits are conducted in areas where major internal control
  weaknesses are found. The audit committee approved internal audits formal
  quality assurance and improvement plan and its risk-based audit plan for
  2014. Corporate governance best practice requires that the internal audit
  function reports directly to the audit committee, in terms of the audit
  committees mandate to:  evaluate the effectiveness of internal control; 
  review and approve the internal audit charter, internal audit plans and
  internal audit conclusions about internal control;  review significant
  internal audit findings and the adequacy of corrective action taken;  assess
  the performance of the internal audit function and the adequacy of available
  internal audit resources;  review significant differences of opinion between
  management and the internal audit function; and  consider the appointment,
  performance, dismissal or reassignment of the head of internal audit. The
  charter of the internal audit function gives the head of internal audit
  direct access to the chief executive officer, chief financial officer and the
  chairman of the audit committee. The head of internal audit reports
  administratively to the group executive responsible for advisory and
  assurance services. The head of internal audit attends executive management
  meetings as and when required. Internal auditors may ask to attend an
  executive management meeting if required in the execution of their duties.
  The head of internal audit has unfettered access to board and committee
  minutes and submissions, and the risk registers of Sasol businesses and
  functions. Representatives of internal audit are invited to all governance
  committee meetings of subsidiaries and divisions of the Sasol group. The
  internal audit function is required to undergo an independent quality review
  at least every four years. An international external audit firm conducted a
  quality assessment review of Sasols internal audit function during 2011 and
  concluded that the internal audit function generally conformed to the
  standards of the Institute of Internal Auditors. Recommendations to improve
  areas of weaknesses have been addressed. The next external quality assessment
  is planned for 2014. Based on the review of the companys systems of internal
  control and risk management in 2013, which included the design,
  implementation and effectiveness of internal financial control and was
  conducted by way of a formal management self-assessment process, and
  considering information and explanations provided by management and
  discussions with the external auditor on the results of the audit, the
  internal auditor concluded that the companys system of internal control and
  risk management is effective and that the internal financial controls form a
  sound basis for the preparation of reliable financial statements. corporate
  governance continued


Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 35 SASOL AFS 7 OCT  PROOF final 2
  External auditors and internal audit perform assessments as part of their
  audit of IM and IT related controls. This includes, but is not limited to,
  SOX 404 controls. All IM and IT related audit findings are reported to the
  board and managed accordingly. The IM risk management framework is aligned to
  the group risk management framework inclusive of disaster recovery measures.
  All technology solutions impacting financial reporting are part of the
  internal and external auditing scope. Compliance with laws, rules, codes and
  standards Sasol policy requires all group companies and their directors and
  employees to comply with all applicable laws. Legal compliance systems and
  processes have been intensified during the year to mitigate the risk of
  non-compliance with the complex laws in the various jurisdictions in which
  group companies do business. The board and management have given particular
  attention to the risk of non-compliance with competition laws in the past
  four years. Specific areas of law have been identified as key group legal
  compliance risk areas and risk mitigation and control steps have been
  identified for each of these areas. The board and its committees continue to
  monitor the implementation of the companys legal compliance policy and the
  implementation of legal compliance processes closely. The group legal
  compliance committee (GLCC), a sub-committee of the GEC, oversees the
  companys legal compliance programme. The group executive: advisory and
  assurance chairs the GLCC, which comprises members of the GEC (including the
  chief executive officer) and is attended by relevant legal and compliance
  services employees. A legal compliance report is presented to the nomination,
  governance, social and ethics committee on a quarterly basis and, to the
  extent that legal and regulatory matters could have an impact on the
  financial statements, risk management or sustainability, reports are also
  presented to the risk and SHE committee, as well as the audit committee, as
  appropriate. A framework to govern the management of tax throughout the group
  has been established. Approved by the board, the governance framework
  combines appropriately skilled resources, internal processes and internal and
  external controls to manage tax in line with the group strategy. The company
  strives to arrange its tax affairs in an efficient manner, while always in
  compliance with current laws in all jurisdictions in which it operates and
  taking into account financial and reputational risk. The company strives to
  maintain a cooperative relationship with tax authorities and to conduct all
  such dealings in an open and constructive manner. Disclosure and
  sustainability The disclosure committee is a sub-committee of the GEC and comprises
  a combination of GEC members and functional managers. It oversees compliance
  with the disclosure requirements of JSE, SEC and NYSE rules, among others.
  The disclosure controls and processes in place to comply with section 302 and
  404 of the Sarbanes-Oxley Act, 2002 are subject to internal and external
  audit assessment. The companys disclosure controls and procedures ensure the
  accurate and timely disclosure of information to shareholders, the financial
  community and the investor community that may have a material Most
  significant risks The most significant risks the group currently faces are: 
  viable superior or alternative technologies from competitors;  failure to
  address transformation, localisation, diversity and cultural requirements in
  South Africa and other countries in which Sasol operates;  not delivering on
  our gas-to-liquids strategic growth objectives;  not consistently achieving
  competitive capital project performance;  non-compliance with applicable
  laws, regulations and standards;  a major safety, health or environmental
  incident or liability occurring;  non-availability of sufficient management
  and technical skills;  major unplanned production interruptions along
  Sasols integrated value chain;  climate change and related policies
  impacting Sasols growth strategy and earnings;  macroeconomic factors
  impacting on Sasols ability to sustain the business and deliver the growth
  strategy; and  increasing utility and infrastructure risk. A senior group
  executive member is responsible for monitoring the management of each of
  these risks. For more comprehensive disclosure of our material risks, please
  refer to the annual integrated report and Sasols 2013 annual report on Form
  20-F filed with the SEC. Information management The board is responsible for
  information technology (IT) governance. IT governance is systematic and based
  on CoBIT (control objectives for Information and related technologies)
  principles. Group management is accountable for the operational governance of
  information management (IM) governance, which includes IT, in the Sasol
  group. Decision-making structures have been defined and a reporting framework
  is in place. Additionally, best practice frameworks have been adopted,
  including ITIL (Information Technology Infrastructure Library) and ISO17799.
  An IM charter has been developed and is managed through IM governance
  structures. The IM strategy is aligned to the Sasol business needs and
  sustainability objectives by taking into account the business focus areas. An
  IM governance committee has been established as a sub-committee of the GEC.
  The GEC member responsible for IM chairs the committee, which comprises GEC
  members, functional managers and the chief information officer. The committee
  oversees and provides executive direction in line with the groups IM
  strategy, including IT investment, efficiency and effectiveness, ensuring an
  appropriate control environment over new and existing business processes and
  ensuring Sasol remains competitive in relation to technology. The audit
  committee receives quarterly reports from the IM governance sub-committee,
  and assists the board in determining if the sub-committee is meeting its
  objectives, and accordingly complies with the requirements of the King III
  Code in regard to IT governance. The board receives reports and presentations
  on all significant IT matters and such matters are considered at the boards
  strategy meetings.


36 Sasol annual
  financial statements 2013 AFS SASOL AFS 7 OCT  PROOF final 2 Sasol Limited
  group management of ethics in the various Sasol businesses and functions. The
  group ethics office manages ethics through a comprehensive programme that
  includes an ethics strategy, identifying and prioritising ethics
  opportunities, assessing and mitigating ethics risks, applying effective
  governance structures, articulating a code of ethics with relevant guidelines
  and policies, institutionalising the code and policies in practice (e.g. by
  training, communication and integrating ethics into business matters), applying
  effective governance structures, detection and resolution of ethical
  violations, monitoring and reporting and the development of applicable tools
  and technologies for the effective management of Sasols ethics programme.
  The nominations, governance, social and ethics committee oversees the
  implementation of the ethics programme and reports to the board on ethics. An
  ethics forum discusses best practice and compliance requirements and
  considers and recommends amendments to the code and guide as required. Sasol
  has been operating an independent ethics reporting telephone line through
  external service providers since 2002, which detects and resolves ethical
  violations. This confidential and anonymous ethics hotline provides an
  impartial facility for all stakeholders to anonymously report any ethics
  related matter, such as unfairness, disrespect, fraud, statutory malpractice
  and other crimes, unsafe behaviour, deviations from the procurement policy,
  financial and accounting reporting irregularities and other deviations from
  ethical behaviour. These calls are monitored and progress on their resolution
  is reported to business governance committees. The audit committee or
  nomination, governance, social and ethics committee receives progress updates
  on sensitive and potentially high-risk investigations with material outcomes.
  The nomination, governance, social and ethics committee is regularly updated
  on the ethics programme. In addition to group-wide online ethics training,
  ethics has been included as a module in all formal Sasol leadership
  development programmes. This, together with ongoing communication on ethics,
  contributes to the continued upward trend of employees as well as external
  stakeholders using the ethics line to report unethical behaviour. Stakeholder
  relationships Sasol subscribes to the stakeholder management principles in
  the King III Code and is on track in implementing the required governance
  mechanisms. A global stakeholder management strategy and a stakeholder
  engagement charter, relevant to all Sasols operations and all stakeholders,
  have been developed. The stakeholder engagement charter sets out the desired
  behaviours for all Sasol employees who engage stakeholders, and has been
  published as a public commitment to principled, value-based engagement.
  Stakeholder engagement programmes facilitate the planning, coordination, and
  execution of stakeholder engagement more effectively. Sasols stakeholder
  landscape has been structured into ten distinct stakeholder categories, with
  specific stakeholders defined within each category. Distinct roles and
  responsibilities for stakeholder management have been defined and
  relationship owners for each stakeholder group have been appointed.
  Stakeholder relationship owners are accountable for Sasols relationship with
  that effect on the value of Sasol securities or that may influence investment
  decisions. The board oversees sustainability matters through the reports
  presented to it and its committees, notably the audit committee, risk and SHE
  committee and the nomination, governance, social and ethics committee. The
  audit committee is responsible for overseeing the provision of assurance over
  sustainability issues. Worker participation and employment equity The company
  has established participative structures on issues that affect employees
  directly and materially, and is committed to promoting equal opportunities
  and fair employment practices regardless of employees ethnic origin or
  gender. Several programmes have been implemented to ensure practical application
  of the groups commitment to worker participation and employment equity,
  while maintaining the companys high standards and statutory compliance. A
  group partnership forum has been in place in South Africa since 2009. Union
  representatives meet quarterly with management in this forum to discuss
  matters of mutual interest. Similar consultations take place through works
  councils in Germany. During the financial year, increased focus was given to
  transformation, which is discussed in more detail in the sustainable
  development report. In the spirit of ensuring diversity and inclusion across
  the group, and in support of Sasols commitment to the United Nations womens
  empowerment principles, Sasol has implemented a global women empowerment
  strategy. This will entail developing the professional and leadership
  competencies of women through mentoring, networking and training. Code of
  ethics The groups code of ethics (the code) consists of four fundamental
  ethical principles  responsibility, honesty, fairness and respect.
  Guidelines, which provide more information on 15 ethical standards, support
  the code. The guidelines cover issues such as bribery and corruption, fraud,
  insider trading, legal compliance, conflicts of interests, human rights and
  discrimination. They include a commitment to conducting our business with due
  regard to the interests of all our stakeholders and the environment. The code
  requires compliance with all applicable laws and regulations as a minimum
  standard. In essence, the guidelines to the code of ethics outline Sasols
  approach to ethics management, which includes all the elements
  internationally recognised as best practice in ethics management. The code of
  ethics guides interactions with all stakeholders, including employees,
  suppliers and customers. Any amendment or waiver of the code as it relates to
  the chief executive officer or chief financial officer is posted on the Sasol
  ethics website within four business days of such an amendment or waiver. No
  such amendments or waivers have been posted or are anticipated. The code of
  ethics has been communicated to all employees, suppliers, service providers
  and customers and is available on www.sasolethics.com. A dedicated group
  ethics office manages the ethics programme and ethics officers have been
  appointed and trained to assist with the corporate governance continued


Sasol Limited
  company notes to the financial statements Sasol Limited group consolidated
  financial statements Sasol overview 37 SASOL AFS 7 OCT  PROOF final 2
  individual or group. The relationship owner conducts regular reviews of the
  relationship, with input from other Sasol functions that regularly interact
  with the stakeholder. These reviews enable structured and insightful
  quarterly stakeholder reporting to the nomination, governance, social and
  ethics committee. The reports provide the board with the necessary
  information to enable it to take the legitimate interests and expectations of
  stakeholders into account in its decision-making. In addition to the
  self-assessment of stakeholder relationship health, as described above,
  regular stakeholder research is conducted as an independent measure of any
  gap between Sasols performance and stakeholder perceptions. This enables
  constructive stakeholder engagement, enabling the company to respond to
  verified stakeholder issues and concerns. The chief executive officer, the
  chief financial officer and investor relations function conduct regular
  presentations on the groups performance and strategy to analysts,
  institutional investors and the media in South Africa, North America and
  Europe. The companys investor relations function maintains regular contact
  with the investment community and analysts. Through the group communication
  function, cordial and open relationships with local and international media
  are also maintained with a strong focus on proactive reputation management.
  To ensure the company communicates with its smaller shareholders and those
  stakeholders who lack access to the electronic media, the company publishes and
  reports on details of its corporate actions and performance (including its
  interim and final results) in the main South African daily newspapers. The
  company publishes its latest financial, operational and historical
  information, including its annual reports, on www.sasol.com. Sasol invites
  all shareholders to attend its annual general meeting and also facilitates
  participation by way of focused proxy solicitation. Electronic participation
  is available for participation in shareholders meetings. Sasol strives to
  resolve disputes with its stakeholders effectively and expeditiously. The
  company investigates and implements alternative resolution mechanisms where
  possible, before instituting litigation. Sasol considers and responds to all
  requests for access to records it receives in terms of the Promotion of
  Access to Information Act, 2000. Appropriate engagement with requesting
  parties is ensured without compromising Sasols rights with respect to the
  information.