On 22nd May 2026, significant amendments to the Companies Act quietly came into effect – introducing new disclosure and corporate governance requirements for many South African companies.
The latest amendments form part of the Companies Amendment Act and follow a parcel of revisions that became effective in late December 2024. While the earlier set of changes largely focused on simplifying share buy-backs and intra-group financial assistance transactions, the amendments now in force are more far-reaching from a governance and disclosure perspective. Although public attention has mostly centred on executive remuneration transparency at listed and state-owned entities, the latest amendments also have important implications for certain private companies required to produce audited annual financial statements.
Greater transparency around director and executive remuneration
For Adam Ismail, Head of STBB’s Corporate and Commercial Law department, one of the most notable amendments affects section 30 of the Companies Act, which mandates the preparation of annual financial statements within six months after the end of its financial year.
‘By far the most significant amendment now introduced is that certain private companies that are obliged to have their annual financial statements audited must list each individual director, C-suite executive, and/or prescribed officer of the company by name and their respective remuneration and benefits in the audited annual financial statements of the company, rather than by grouping the remuneration or listing them anonymously.’
According to Ismail, the definition of ‘remuneration’ is critical. Widely defined, remuneration in this context includes ‘all fees, salaries, bonuses, performance-related payments, share options, pension benefits, loans and other financial assistance,’ notes the corporate law expert. From a practical perspective, this means affected companies will need to reassess how remuneration is structured, documented, and disclosed in annual financial statements.
Which companies are affected?
Crucially, the amendments do not apply to all private companies. As Claudia Gees, a Senior Associate specialising in corporate and commercial law, emphasises: ‘The disclosure obligations apply to companies that are required under the Companies Act to produce audited annual financial statements.’ In practice, many companies that are obliged to be audited already comply with this disclosure requirement due to enforcement by company auditors.
In addition to all public and state-owned companies, this list encompasses ‘companies whose Memorandum of Incorporation (‘MOI’), shareholders, or board require an audit, as well as private or personal liability companies holding fiduciary assets exceeding R5 million for unrelated persons,’ notes Gees. Critically, this also includes companies with a Public Interest Score (‘PIS’) of 350 or more and those with a PIS between 100 and 349 where annual financial statements are internally compiled.
In light of this new requirement, ‘companies must review their corporate governance policies with this new mandate in mind and annually check if their PIS exceeds 100 points (if the financials are internally prepared) or 350 points (in any other case),’ advises Gees.
For Ismail, this is particularly important ‘as ‘a company’s PIS can fluctuate annually depending on factors such as turnover, employee numbers, and third-party liabilities.’ As such, conducting an annual check on PIS is ‘imperative,’ cautions the STBB Director.
New remuneration governance rules for public and state-owned companies
Separate from the section 30 disclosure amendments, the Companies Act now also introduces new sections 30A and 30B, which establish a formal remuneration governance framework for public and state-owned companies. These provisions do not apply generally to private companies.
Affected public and state-owned companies must now:
- Prepare remuneration policies;
- Present remuneration policies to shareholders for approval;
- Prepare annual remuneration reports; and
- Disclose prescribed remuneration-related information.
Notably, the Companies Act amendments introduce consequences where remuneration policies or reports are not approved by shareholders pursuant to disclosure. The new framework significantly expands shareholder oversight over executive remuneration and will likely require many companies to revisit, inter alia, remuneration committee structures, AGM procedures, shareholder engagement processes, and executive remuneration strategies.
Why the amendments matter
Assessed together, the Companies Act amendments – particularly those regulating disclosure of remuneration – represent a shift towards increased corporate transparency and accountability in South Africa. For many affected companies, including private companies that previously disclosed executive remuneration in limited or aggregated form, the amendments may require meaningful governance and compliance adjustments.
To that end, companies are encouraged to:
- Assess whether they fall within the auditing requirements under the Companies Act;
- Review annual PIS calculations;
- Re-evaluate executive remuneration disclosure practices;
- Update annual financial statement templates;
- Review governance policies and board procedures; and
- Ensure that remuneration records are sufficiently detailed to comply with the amended disclosure requirements under the Companies Act.
Notably, the amendments may also produce broader commercial implications. Enhanced remuneration transparency could influence executive recruitment, confidentiality expectations, and internal remuneration structures.
More amendments still to come
Importantly, not all amendments have commenced yet. ‘Certain of the amendments to the Companies Act are still to be made effective, including amendments to the categories of private companies that will be subject to the Takeover Regulations,’ comments Ismail.
Accordingly, companies should continue monitoring future commencement notices and regulatory developments.
The bottom line
The latest Companies Act amendments introduce a materially more transparent and compliance-driven corporate governance environment for many South African companies. For affected entities, these amendments create immediate obligations – particularly those relating to remuneration disclosure – that should not be ignored.
Boards, executives, financial managers, and legal advisers should now be proactively reviewing whether existing governance frameworks, remuneration disclosures, and annual financial statement processes comply with the amended legislation.
For efficient and comprehensive legal support, contact our experienced corporate law attorneys today.
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