New AGM Regulations for Public and State-Owned Companies

Understanding the New Remuneration Disclosure Requirements for South African Companies

The landscape of corporate governance in South Africa has undergone a significant shift with the implementation of the Companies Amendment Act, 2024. Specifically, the introduction of Sections 30A and 30B marks a new era of transparency regarding executive compensation. For public and state-owned companies, these changes are not merely administrative updates; they represent a fundamental change in how leadership remuneration is structured, disclosed, and approved by stakeholders.

On 8 July 2026, the Companies and Intellectual Property Commission (CIPC) issued Notice 35 of 2026 to provide clarity on the practical application of these new requirements. With the law already in effect as of 22 May 2026, businesses must move swiftly to ensure their governance frameworks align with these rigorous new standards. Understanding these regulations is essential for maintaining compliance and fostering trust with shareholders.

Why This Matters to Businesses

For directors and business owners of public and state-owned enterprises, these amendments elevate the importance of shareholder engagement. The primary objective is to address the gap between executive pay and company performance, ensuring that remuneration is both fair and justifiable. By requiring formal shareholder approval, the law places the power of oversight directly into the hands of investors, making executive pay a matter of public record and democratic consensus within the company.

This shift toward “say-on-pay” brings South Africa in line with international best practices. It forces boards to be more intentional about their remuneration strategies, moving away from opaque decision-making processes toward a model of accountability. For SMEs that may be looking to go public or those operating within the state-owned sector, these rules define the new standard for corporate integrity.

Key Business Implications

The CIPC’s guidance outlines several critical requirements that companies must now navigate. The implications for your next Annual General Meeting (AGM) are substantial:

• Mandatory Remuneration Policy (Section 30A): Every public and state-owned company must draft a formal remuneration policy. This document must be presented to shareholders for approval via an ordinary resolution at the AGM.
• Consequences of Non-Approval: If shareholders reject the policy, the board cannot simply ignore the result. The company is legally obligated to present the policy again, either at the following AGM or at a specially convened shareholders’ meeting.
• Annual Remuneration Report (Section 30B): In addition to the policy, companies must produce a detailed report reflecting the remuneration paid during the previous financial year. This report also requires shareholder approval at the AGM.
• Prospective Application: The CIPC has clarified that these rules apply to any AGM where the formal notice was sent after 22 May 2026. If your notice was dispatched before this date, the new requirements do not apply to that specific meeting, but they will apply to all subsequent ones.
• No Transitional Grace Period: Unlike some legislative changes that offer a “soft launch,” these sections are live. Companies are expected to comply immediately if their AGM cycle falls within the effective window.

  Source: Public and State Owned Company's Next AGM Just Got New Rules