One of the most talked-about parts of the Companies Amendment Act 16 of 2024 is South Africa’s new remuneration governance regime, often described as a local form of “say on pay”. The amendments introduce new rules requiring certain companies to prepare, present and obtain shareholder approval of a remuneration policy and a remuneration report. But the important question is this: are those provisions actually in force yet?
Not Yet in Force
As at 11 March 2026, the answer appears to be no, not yet. The official commencement notice for the Companies Amendment Act records that only certain sections came into force on 27 December 2024, and that commencement list does not include the new remuneration sections 30A and 30B.
The Department of Trade, Industry and Competition also stated in January 2025 that the remuneration-policy and remuneration-report provisions, including the pay-gap disclosure requirements, would only come into operation on dates still to be determined.
That position is reinforced by the current consolidated text of the Companies Act on the Department of Justice site. The Act reflects the 2024 amendments, but continues to mark various remuneration-related changes as provisions that “will be put into operation by proclamation”. In other words, the framework has been enacted, but full legal commencement of the new remuneration regime still awaits proclamation.
Current status
Sections 30A and 30B of the Companies Act have been enacted by the Companies Amendment Act 16 of 2024, but they have not yet commenced. They will only come into force when the Minister publishes a proclamation in the Government Gazette setting a commencement date.
What Are Sections 30A and 30B Supposed to Do?
When they do commence, the new regime will apply to public companies and state-owned companies. Section 30A will require those companies to prepare and present a remuneration policy for shareholder 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 convened for that purpose.
Section 30B will require those same companies to prepare a remuneration report every 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 are expected to 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.
What Happens If Shareholders Vote the Report Down?
The draft framework is not merely symbolic. Under section 30B, if the remuneration report is not approved, the company must explain how shareholder concerns will be addressed.
If, in the following year, the remuneration report is again not approved, the non-executive directors serving on the remuneration committee or the committee responsible for remuneration may continue to serve only if they successfully stand for re-election at that AGM.
Real governance consequences
Two consecutive “no” votes on the remuneration report will trigger a mandatory re-election of the non-executive directors responsible for remuneration. This gives the regime real teeth and distinguishes it from a purely advisory vote.
Why This Matters Even Before Commencement
Even though sections 30A and 30B are not yet in force, public companies and state-owned companies should not ignore them. Once proclaimed, the regime will require not just technical disclosure, but process discipline: a defensible remuneration policy, committee oversight, AGM planning, internal pay-data readiness, and careful communication with shareholders. Companies that wait for the proclamation before starting may find themselves scrambling to collect data and align board processes.
There is also a broader market point. Even before legal commencement, institutional investors, proxy advisers and governance-focused stakeholders are already treating remuneration transparency as a serious governance issue. So while the statutory vote may still be pending, the practical pressure around executive pay, fairness and disclosure is already very real. This is especially true for listed and high-profile companies.
That inference follows naturally from the structure of the amendments and the dtic’s explanation that the pending provisions were designed to improve transparency and address pay inequality.
The Practical Takeaway
For now, the safest position is this: South Africa’s new statutory “say on pay” regime has been enacted, but the key remuneration provisions are not yet in force as at 11 March 2026.
Public companies and state-owned companies should nevertheless start preparing for the eventual proclamation by:
- Reviewing current remuneration policies against the section 30A requirements
- Updating board and committee charters to reflect the new obligations
- Assessing shareholder-engagement practices around remuneration
- Auditing internal payroll and disclosure systems to ensure pay-gap data can be produced accurately
- Planning AGM resolutions that will accommodate the new voting requirements