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Sasol rejects shareholder resolution brought by six big investors

They wanted the company to provide more disclosure on its emissions strategy.

Over the past few years, Sasol has been under growing scrutiny for its approach to the risks posed to its operations by climate change. In particular, major shareholders have been frustrated by the company’s unwillingness to provide clear disclosures and mitigation strategies.

This is a particularly significant issue for Sasol, because it is the second-largest emitter of greenhouse gases (GHG) in South Africa after Eskom.

The transition to a low carbon economy, in which emissions have to be reduced and carbon will be taxed, will have potentially major impacts on its profitability.

Shareholder frustrations with the company’s muted response to these risks reached a new level of expression last month when six local asset managers – Coronation Fund Managers, Old Mutual Investment Group, Sanlam Investment Managers, Abax Investments, Aeon Investment Management, and Mergence Investment Managers – came together to file a joint shareholder resolution for consideration at its upcoming AGM.

The proposal asked that Sasol report on how its GHG emissions strategy aligns with the goals of the Paris Agreement.

The company has, however, rejected the resolution. Shamini Harrington, vice president: climate change at Sasol, told Moneyweb that this is because the company has already committed to doing what it requests.

“We have said in our climate change report that we will come out with [a] detailed scenario analysis aligning with the Paris Agreement in 2020,” she said.

Repeat request

This is the second consecutive year in which Sasol has rejected a shareholder resolution asking for more disclosure on its climate change mitigation strategy. Last year, the request came from the Raith Foundation and shareholder activist Theo Botha. It was rejected on the basis that Sasol was going to provide the information they were asking for in its 2019 climate change report.

That report was released along with its annual results last month, and while it was an important step forward, it did not entirely meet shareholders’ expectations. Specifically, Sasol was not explicit about how its plans and targets aligned with the Paris goals of keeping global temperature increases below two degrees Celsius from pre-industrial levels.

Read: Sasol special report part 3: Coming clean

The company did note that it would be publishing an ’emissions roadmap’ next year, but the only clear emissions target it actually set was to reduce GHG emissions from its South African operations by at least 10% by 2030.

“Specifically, our concern is that Sasol has not made clear whether the types of disclosures that will be made in the November 2020 roadmap will be aligned to the Paris Climate Agreement, nor how they will be linked to short- and long-term executive remuneration,” said Jon Duncan, head of responsible investment at the Old Mutual Investment Group. “Our view is that a vote on these issues would have allowed Sasol to test shareholder appetite for such disclosures and, if passed, would have provided clarity on [the] parameters for future climate disclosures.”

‘Regrettable’

The decision not to table the resolution at the AGM has therefore been met with disappointment.

Shareholder activism group Just Share, which supported the drafting of both resolutions, expressed what many shareholders are feeling:

“Sasol’s continued resistance to shareholder attempts to hold it accountable via the tabling of shareholder resolutions is regrettable, especially from a board looking to restore trust,” it noted in a statement.

Sasol’s decision is also in contrast to both Standard Bank and FirstRand, which have allowed similar shareholder resolutions to be presented at their AGMs. Earlier this year, Standard Bank’s shareholders became the first to vote in favour of such a proposal.

Read: Standard Bank AGM a ‘watershed’

It is therefore unclear what Sasol would stand to lose by allowing the resolution to be tabled. Not doing so not only risks making the company appear obstructionist, but also potentially raises questions about its corporate governance.

“Sasol’s response presents some critical questions around the extent to which a company has the discretion to reject a shareholder resolution, both in terms of the Companies Act and the JSE Listing Requirements,” said Duncan. “This has a bearing on the extent to which shareholder resolutions can be used to enable better governance on material environmental and social issues.”

Further engagement

Harrington, however, argued that the company is on a path to giving shareholders what they are asking for.

“We do support the Paris Agreement goals,” she said. “Our climate change report presents the scenarios that we have developed, taking into account various elements of climate change, and on a qualitative basis we do see that certain parts of our operations are not as robust, and we need to do something about mitigating that risk.”

She emphasised that the target of reducing GHG emissions in South Africa by at least 10% is a minimum expectation.

“This is a journey we are on,” Harrington said. “We are wanting to increase [our] ambition, but we can’t do that until our full robustness test, which is going to come through next year, is done.

“That is going to take more extreme temperature goals into account, which will align with the Paris Agreement,” she added.

Importantly, Sasol also committed to better engagement with its shareholders, regardless of the fact that the resolution was rejected.

“We want robust engagement, and we intend to engage proactively,” Harrington said. “We might not have engaged as much as others might have wanted, but we are recognising that.”

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Sasol has mislead the public for forever on their environmental practices. Now that major shareholders are FINALLY making a noise they are rolled over. This is unacceptable. Looking at Sasol’s own website, between the Shareholder Categories of ‘Unit Trusts’ and ‘Pension and provident funds’ 59.4% of shares are held (the former at 33%, the latter at 26.4%).

All Financial Services related companies that fall into these 2 categories need to band together, with other major shareholders, and over rule the Board and begin getting rid of the Dodos. Time to take a serious stand.

Between the North America debacle and the shocking (even fraudulent) approach to all things environmental, Sasol has acted as if they have impunity.

Would you close down SASOL right now SPAP ???

Agree with casper1 here. The greenies would like you to shut down the whole of Eskom and Sasol, and at the same time cry about unemployment and inequality. Just remind the greenies that they emit 1kg/day of CO2 by breathing.

yes, this is totally what he is proposing. eye roll.

If replacing an arrogant and miscreant bunch of Board Members with a more astute and responsible group of people equals SHUTDOWN, then please bleat on. If you are all happy with how Sasol has and does conduct itself then ditto to that too. What else can be said to a bunch of flat earthers?

PS: “Coming Clean” certainly implies there has been openness and full compliance. And well done for adding Eskom to the equation – I’ve been advocating for a long time that they too need a new Board. There are lemmings that obviously feel otherwise about that too.

Seems a bit childish. I reckon if SASOL stuck to their knitting competently in SA instead of embarking on overseas vanity projects (and some dodgy cartel ones) there should be money to comply with good or best environmental practices. Why not?

SPAP.Take a chill pill.Then take a deep breath.You suggest all sorts of shareholder interventions and revolutions.You also suggest fraud on the part of the board. One word of advice – you’d should be sure of your facts when you say these things. All of your suggested solutions to the Sasol problem are not going to happen. Fact. The other alternative is for you to lobby for the total shutdown of Sasol and all the other refineries in South Africa (Engen in Durban and Sinopec in CT). Put at least 1 million (direct and indirect) jobs at risk. Import all fuel and other commodity requirements.Then turn to Eskom and repeat the process. You will then have successfully buried the economy (which is in the funeral parlour already).Then lets see where all of this collective greenie bleating and action would have got us.The reality is that Sasol is taking steps to address the problem – read if you care the Moneyweb article Sasol Special Report Part 3: Coming Clean.

People that speak his language have a tendency of doing this all the time. It is why they are no longer taken seriously in public discourse. e.g. Point out an obvious flaw in a private health care company’s financials/strategy. “You must can like to be a NHI proponent hay. You must can like to work for the department of health hey”.

Well said Bravado and others. If you are a shareholder in Sasol SPAP the go to the AGM and propose the directors are voted out and even make yourself available. If you are not a share holder then buy some shares.

While the disclosure would be good I wonder how consistent the asset managers (Coronation Fund Managers, Old Mutual Investment Group, Sanlam Investment Managers, Abax Investments, Aeon Investment Management, and Mergence Investment Managers) are at asking for thus and why.
Is it business imperative or because they really want to save the world

Dear concerned shareholders – Take your money and invest in new vagan burgers – they are environmentally friendly I am told.!!!

Can they make bio fuel with vegan burgers? Then we don’t need SASOL anymore.

Reading section 65(3) of the companies act it is unclear to me on what grounds a company can refuse to put such a resolution to shareholders without firstly going through the processes outlined in the relevant companies act sections? viz “Any two shareholders of a company-
(a) may propose a resolution concerning any matter in respect of which they are each entitled to exercise voting rights; and
(b) when proposing a resolution, may require that the resolution be submitted to shareholders for consideration-

Shareholders that have a choice (ie that are directly invested not via some 28y old MBA spreadsheet jockey at an asset manager that has never run anything) have the choice to stay or sell or buy more. Simple as that. If you don’t like and trust your board, sell.

Poor greenies they are really getting hammered these days and all because intelligent people are starting to get fed up with there hoax agenda.

It’s so touching when folk who hold themselves to be intelligent have to shout it from the rooftops. Really – “there hoax agenda”…

Thanks for the touching comment on “their”.

As a concerned shareholder I think they should stop the prevarications and obfuscation and just answer the questions clearly and transparently. I don’t need any further unpleasant surprises coming out of the woodwork!

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