South African public companies must put pay policy and pay gaps to a shareholder vote
From 22 May 2026, South African public and state-owned companies must put their remuneration policy to shareholders at least every three years, and an annual remuneration report to a vote at each AGM. The report must disclose the pay of each director and prescribed officer, the highest- and lowest-paid employees, average and median pay, and the gap between the top 5% and bottom 5%. Audited companies must disclose individual directors' pay in their financial statements.
On 22 May 2026 the President brought sections 5, 6 and 19 of the Companies Amendment Act 16 of 2024 into force with immediate effect.
What changed
- Financial statements: audited companies must name each director and prescribed officer and disclose their individual remuneration and benefits.
- Remuneration policy (new section 30A): public and state-owned companies must put their policy to an ordinary resolution at the AGM. An approved policy lasts three years. Material changes within that time need shareholder approval.
- Remuneration report (new section 30B): an annual vote at the AGM on a report containing the policy and an implementation report showing:
- total remuneration of each director and prescribed officer
- pay of the highest- and lowest-paid employees
- average and median employee pay
- the ratio between the top 5% and bottom 5% of earners
If the vote fails
The remuneration committee must explain at the next AGM how it addressed concerns, and its non-executive members may have to stand for re-election. If the report fails again the following year, those members can be barred from the committee for two years.
What to do
Public companies should plan pay-gap data collection and the policy and report resolutions for their next AGM.