Further provisions of the Companies Amendment Act, 2024 came into operation on 22 May 2026, amending the Companies Act, 2008 in respect of board remuneration and alternative dispute resolution.

At a glance

• Annual financial statements must now individually name and disclose the remuneration and benefits of each director and prescribed officer aggregate or anonymized reporting is no longer permitted.
• Where elements of a remuneration report are subject to audit, the remuneration policy and narrative elements (e.g. the background statement) are expressly excluded from that audit requirement.
• Public and state-owned companies also face a new “say-on-pay” approval regime and a centralized, tiered dispute resolution process via the Companies Tribunal.

These changes significantly increase remuneration transparency for South African companies and centralise how company disputes are resolved outside the courts.

Background

These provisions form part of the Companies Amendment Act, 2024, which amends the Companies Act, 2008 specifically in relation to board remuneration disclosure and alternative dispute resolution.

They came into operation on 22 May 2026. Several other provisions of the Act remain enacted but are not yet in force (see Pending Amendments below).

New Disclosure & Governance Requirements

• Individualized disclosure – Annual financial statements must now disclose the remuneration and benefits of each director and each prescribed officer, with both required to be named, removing any scope for aggregate or anonymized remuneration reporting. This is the central change and the one with the broadest practical impact across affected companies.
• Audit scope clarified – Where elements of a remuneration report are subject to audit, the company’s policies and the narrative elements of the report (such as the background statement) are expressly excluded from the audit requirement, clarifying what auditors are and are not required to cover.
• “Say-on-pay” framework (brief limited relevance) – A shareholder-approval regime for remuneration policies and reports applies only to public and state-owned companies and therefore falls outside our typical scope.
• ADR reform (brief) – Company disputes may now be referred only to the Companies Tribunal, with a tiered process moving from mediation/conciliation to a final and binding arbitration before the Tribunal.
• Pending amendments (brief) – Further changes await presidential proclamation, including a revised test for applying the Takeover Regulations to private companies, amended access to company records, and new social and ethics committee requirements.

Impact and Action Required

The individualized disclosure requirement is the most consequential change for affected companies: it removes the option to report director and prescribed officer pay anonymously or in aggregate, increasing the visibility of named individuals’ remuneration. Companies should review their financial statement disclosures, reporting practices, and governance frameworks to ensure each director and prescribed officer is named with the required detail ahead of their next reporting cycle. The pending revised Takeover Regulations test for private companies should also be monitored, as it may take effect on future proclamation.

Timeline

These provisions have applied since 22 May 2026, and companies preparing financial statements or AGM materials for the current reporting cycle should now confirm compliance.