South Africa’s “Say on Pay” Regime Is Now in Force

As at 20 September 2026, the answer is yes. The President brought the remuneration provisions into force on 22 May 2026 by Proclamation 313, published in Government Gazette 54722. That proclamation commenced the amended section 30(4)(a), the new section 30(4A), and the new sections 30A and 30B.

The delay caused real confusion. The Companies Amendment Act 16 of 2024 was published on 30 July 2024. The first batch of its provisions commenced on 27 December 2024, and that batch did not include the remuneration sections. For well over a year the “say on pay” rules were enacted but not in force.

An earlier version of this article, published in March 2026, reported that the provisions were not yet in force. That was correct at the time. It is no longer the position.

The regime applies to public companies and state-owned companies. Section 30A requires those companies to prepare a remuneration policy and present it to shareholders for approval by ordinary resolution at the annual general meeting. If the policy is not approved, it must be presented again at the next AGM or at a shareholders’ meeting called for that purpose. Once approved, the policy stays in force for three years and must then be approved again. A material change before then can only be implemented after shareholders approve it by ordinary resolution.

Section 30B requires those same companies to prepare a remuneration report every year, covering the previous financial year, for presentation and approval at the AGM. The report must include:

• A background statement
• A copy of the company’s remuneration policy
• An implementation report containing detailed remuneration information

The implementation report must disclose:

• Total remuneration for each director and prescribed officer
• The highest-paid employee
• The lowest-paid employee
• The average remuneration of all employees
• The median remuneration of all employees
• The remuneration gap between the top five per cent and bottom five per cent of employees

This is why the amendments attracted so much attention. They move South African company law beyond general disclosure and into a more direct governance model where shareholders vote on remuneration-related documents, while companies face more structured disclosure around pay and pay inequality. The policy goal was explicit from the start: improved transparency and accountability in executive remuneration.

One change reaches beyond public and state-owned companies. Under the amended section 30(4)(a), every company that must have its financial statements audited must now show the remuneration and benefits received by each director and each prescribed officer, and must name them. The new section 30(4A) adds that, where parts of the remuneration report are audited, the company’s policies and the background statement must not form part of that audit.

The regime is not merely symbolic. It is enacted law that is now in force. Under section 30B there are consequences after the first failed vote, and heavier ones after the second.

After the first “no” vote. At the next AGM, the remuneration committee (or whichever committee deals with remuneration) must explain how it has taken shareholders’ concerns into account. At that same AGM, the non-executive directors who serve on the committee must stand for re-election as members of the committee (section 30B(4)(b)).

After a second “no” vote in the following year. If the remuneration report is again not approved, those non-executive directors may continue to serve as directors only if they successfully stand for re-election at that AGM. They also may not serve on the committee for the next two years.

New committee members are exempt. These re-election and disqualification rules do not apply to a committee member who served for less than 12 months in the year under review (section 30B(6)).

Now that sections 30A and 30B are in force, public companies and state-owned companies cannot treat them as a future project. The regime requires more than technical disclosure. It needs process discipline: a defensible remuneration policy, committee oversight, AGM planning, reliable internal pay data, and careful communication with shareholders. Companies that have not started may find themselves scrambling to collect data and align board processes before their next AGM.

There is also a broader market point. Institutional investors, proxy advisers and governance-focused stakeholders already treat remuneration transparency as a serious governance issue. The statutory vote now adds legal weight to that pressure around executive pay, fairness and disclosure. This is especially true for listed and high-profile companies.

If you are unsure how the new rules apply to your next AGM, or to the financial year now under way, take advice early rather than close to the meeting.

The position is now clear: South Africa’s statutory “say on pay” regime is in force with effect from 22 May 2026. It is no longer something to prepare for. It is something to comply with.

Public companies and state-owned companies should act now by:

• Checking the current remuneration policy against section 30A and planning the ordinary resolution to approve it
• Updating board and committee charters to reflect the new obligations, including the re-election rules for committee members
• Reviewing shareholder-engagement practices around remuneration, so that concerns are heard before the vote
• Testing internal payroll and disclosure systems to make sure the pay-gap figures can be produced accurately
• Planning AGM resolutions for both the remuneration policy and the remuneration report

Every company that must have its financial statements audited, including an audited private company, should also make sure that its next annual financial statements name each director and prescribed officer when disclosing their remuneration and benefits.