28/05/2026
Companies Act Update
On 22 May 2026, the President proclaimed the commencement of key sections of the Companies Amendment Act, No. 16 of 2024, introducing material changes to corporate governance and dispute resolution under the Companies Act, No. 71 of 2008.
What's new for public and state-owned companies
New sections 30A and 30B now require a prospective remuneration policy to be tabled for shareholder approval at each AGM (at least every three years, or upon any material amendment), alongside a mandatory annual remuneration report. That report must disclose individual director and prescribed officer remuneration, as well as workforce pay metrics — including highest, lowest, and median remuneration and internal pay disparities. "Total remuneration" is broadly defined to capture salary, benefits, employer contributions, and short- and long-term incentives.
The stakes just got higher for remuneration committees
Repeated shareholder rejection of the implementation report now carries real consequences. A first rejection requires non-executive remuneration committee members to stand for re-election. A second consecutive rejection results in deemed resignation from the board and a two-year prohibition from remuneration committee service. Shareholder votes at AGMs are no longer a formality.
Dispute resolution moves in-house at the Companies Tribunal
Amendments to section 166 remove external accredited mediators and conciliators, centralising all mediation and conciliation within the Companies Tribunal. Where those processes fail, a certificate of non-resolution opens the door to arbitration, with Tribunal awards being final and binding.
The bottom line: Companies face increased disclosure obligations, heightened AGM sensitivity, and direct accountability consequences for directors arising from shareholder voting outcomes. Now is the time to review your remuneration policies, AGM processes, and dispute resolution frameworks.
We're here to help you navigate these changes. Reach out to our team for guidance.
Read Proclamation Notice 313 of 2026 here:https://www.gov.za/sites/default/files/gcis_document/202605/54722pro313.pdf and the Companies Amendment Act, 2024 here:https://www.gov.za/sites/default/files/gcis_document/202407/50991-30-7-companiesamendmentact162024.pdf