The 22 May 2026 Government Gazette proclaimed that certain sections of the Companies Amendment Act, 2024 came into force on that date. Those sections included sections 5, 6 and 19 which deal with:
- remuneration disclosures for companies that are required to be audited;
- remuneration policies, reports and approval requirements for public and state-owned companies; and
- dispute resolution mechanisms through the Companies Tribunal.
However, the proposed amendments to the takeover regulation triggers and the validation of irregular share issues are not yet in effect.
Remuneration disclosures for companies that must be audited
Section 5 clarifies that the annual financial statements of companies that are required to be audited must disclose, as described below, the remuneration and benefits received by each individual director and each prescribed officer in the company, who must be specifically named. This practice has been followed by auditors and the Companies and Intellectual Property Commission for some time. This enhanced level of disclosure increases scrutiny on boards and remuneration committees, and will invariably influence how remuneration structures are designed, communicated and defended to shareholders.
Remuneration policies, reports and approval requirements for public and state-owned companies
All public companies and state-owned companies must prepare and present a remuneration policy for approval. The remuneration policy:
- must be presented to and approved by shareholders at the annual general meeting by ordinary resolution, and if not approved, must be presented at the next annual general meeting or at a shareholders meeting called for that purpose;
- if approved, remains in force for a period of three years and must be approved every three years thereafter;
- may be amended prior to the end of the three-year period, provided that any material amendment can only be implemented after it is approved by shareholders by ordinary resolution at a shareholders meeting called inter alia for that purpose or at an annual general meeting.
"Total remuneration" means all salary and benefits received, including employer contributions to benefit funds and any short-term or long-term incentives (including share options and incentive awards); "employee" has the meaning in section 213 of the Labour Relations Act of 1995; and "committee" means the remuneration committee or any other committee responsible for remuneration matters.
Each year, all public companies and state-owned companies must prepare a remuneration report for the previous financial year for presentation and approval at the annual general meeting.
The remuneration report must consist of: (a) a background statement; (b) a copy of the company's remuneration policy; and (c) an implementation report containing details of (i) the total remuneration received by each director and prescribed officer, (ii) the total remuneration of the highest-paid employee, (iii) the total remuneration of the lowest-paid employee, and (iv) the average total remuneration of all employees, the median remuneration of all employees, and the remuneration gap reflecting the ratio between the total remuneration of the top 5% highest-paid employees and the bottom 5% lowest-paid employees.
If the remuneration report is not approved by ordinary resolution at the annual general meeting, the committee must at the next annual general meeting present an explanation of how shareholders' concerns have been addressed, and non-executive directors serving on the committee must stand for re-election at that meeting. If the remuneration report is not approved by ordinary resolution in the immediately following year, those non-executive directors on the committee may continue to serve as directors provided they successfully stand for re-election at that annual general meeting, but they will not be eligible to serve on the committee for a period of two years thereafter. These requirements introduce a meaningful degree of shareholder influence over executive remuneration and elevate remuneration governance to a central board-level risk area and potential disruption of the process.
Dispute resolution mechanisms through the Companies Tribunal
Section 19 substitutes subsection (1) of section 166 so that a person who would be entitled to apply for relief to a court, or file a complaint with the Commission, may refer the matter for resolution by mediation, conciliation or arbitration to the Companies Tribunal. This shift reflects a policy decision to consolidate and formalise dispute resolution under the Companies Act within a statutory body, promoting consistency and procedural certainty.
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