S61 Annual General Meeting

COMPANIES ACT AMENDMENTS NO. 16 OF 2024

Annual General Meeting Requirements and Reports
Amendment of Section 61 of the Companies Act

Requirements for Public Companies to include the presentation of the Social and Ethics Committee Report and the Remuneration Report at Annual General Meetings were added. Public Companies must now also provide for the appointment of a Social and Ethics Committee at each AGM, a responsibility that was previously a Board function.

The Annual General Meeting of a Public Company must provide for the appointment of a Social and Ethics Committee, in addition to the Auditor and the Audit Committee for the ensuing year.
Annual General Meetings of Public Companies require the presentation of the Social and Ethics Committee Report and the Remuneration Report, along with the directors’ report and audited financial statements for the immediately preceding financial year.

The Companies Regulations to date required Social and Ethics Committees to present reports on their mandates at Annual General Meetings, and this has now been solidified in the Act. The main difference from previous years’ reporting requirements is that the report by the committee must now describe how the committee performed its functions in terms of the Companies Act and Regulations.

For the Companies Act, an “annual general meeting” is defined as a meeting of a public company required by Section 61(7) of the Companies Act. Other sections within the Act that do not directly deal with Annual General Meetings still impose or suggest annual general meeting requirements for other types of companies. For example, in terms of Section 72 (Board Committees), Public Companies and State-Owned Companies must also elect a Social and Ethics Committee at each Annual General Meeting. Furthermore, the Section 30B additions require the approval of the Remuneration Policy and Remuneration Reports at Annual General Meetings of State-Owned Companies and Public Companies.

Where applicable and in terms of Sections 72 and 90 of the Companies Act, private companies are required to reappoint Auditors annually at a meeting of shareholders and present the Social and Ethics Committee Report to shareholders annually, either at a shareholders’ meeting or by written resolution.

The Companies Act Amendments 2024:

Pertinent changes were made to our South Africa Companies Act recently after the Companies Amendment Act 2024, No. 16 and the Companies Act Second Amendment, 2024 No. 17 were ascended into law on 25 July 2024.

The amended provisions are not yet operational and will come into effect after President Cyril Ramaphosa makes proclamation in the Gazette as to the effective date.

Statucor continues to unpack the amendments and the effect that they may have on our valued clients, and we look forward to publishing further communications on our observations in future. Click here for a full summary of all changes made to the Companies Act through the 2024 Amendments or view our News page for our latest articles on the Companies Act, Governance and Compliance matters that may be pertinent to you.