AFS Remuneration Disclosures, Remuneration Policy and AGM Remuneration Report…Effective immediately
Companies Act S30, S30A, S30B Amendments – Remunerations Disclosures in Audited AFS, AGM Remuneration Policy and Report are now in effect.
Effective date and immediate application
The amendments are already in force, and affected companies should act now to assess their annual financial statement disclosures, AGM notices, remuneration policies and remuneration reports for compliance. If you need guidance on how these changes apply to your company, or support with preparing compliant governance and remuneration documentation, our team is ready to assist. Contact us to discuss the practical steps required to ensure your company is prepared.
No transitional arrangements or grace period were provided. Accordingly, the requirements apply immediately to audited annual financial statements and to AGM notices issued by public companies and state-owned companies on or after 22 May 2026.
With effect from 22 May 2026, following publication of Proclamation Notice 313 of 2026 in Government Gazette 54722, sections 5, 6 and 19 of the Companies Amendment Act 16 of 2024 came into operation. These provisions bring into effect amendments to sections 30, 30A, 30B and 166 of the Companies Act.
Key remuneration disclosure and approval requirements:
- Companies that are required to prepare audited annual financial statements must disclose the remuneration, salaries and benefits of each director and prescribed officer. This includes C-suite executives and heads of business who qualify as prescribed officers under the Companies Act and Regulations. Each individual must be named.
- Listed companies and state-owned companies must table their remuneration policy for shareholder approval by ordinary resolution at least once every three years, and whenever material amendments are made.
- Public companies and state-owned companies must prepare an annual remuneration report and include it with the AGM notice distributed to shareholders.
- The remuneration report should include the remuneration policy, an implementation report and the prescribed pay-gap statistical information.
- The annual remuneration report must be tabled at the AGM for approval by ordinary resolution.
AGM voting consequences and the “two-strike” rule
If the remuneration report is not approved at an AGM, the non-executive directors serving on the remuneration committee must explain, at the next AGM, how the company considered and responded to shareholder concerns raised in the previous year.
If the remuneration report is not approved again at the following AGM, the non-executive directors on the remuneration committee must stand for re-election. This is commonly referred to as the “two-strike rule”.
Interaction with JSE Listings Requirements
The JSE Listings Requirements continue to require non-binding advisory votes on remuneration policies. For the time being, affected companies may therefore need to propose both non-binding advisory resolutions and ordinary resolutions to satisfy the respective JSE and Companies Act requirements.
Alternative dispute resolution
In addition to the remuneration policy, reporting and disclosure amendments, the changes to section 166 formally make alternative dispute resolution mechanisms available through the Companies Tribunal as an alternative to court proceedings under the Companies Act.
The Statucor Advantage
Implementing the update to the Companies Act is not about ticking boxes—it’s about building trust, legitimacy, and long‑term value with your stakeholders. With our expertise, clients can confidently navigate the transition, ensuring governance practices meet both regulatory expectations and stakeholder aspirations. Contact us to see how we can assist your Remuneration Committee and Board.
Further information
Click here for a full summary of all changes made to the Companies Act, or visit our website for the latest articles on Companies Act, Governance, and Compliance matters that may be relevant to you.
By Herman Moolman
Statucor (Pty) Ltd © 2026
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