Companies Act Amendments are effective

Binding votes on remuneration: What you need to do now

The remuneration-related portions of the Companies Amendment Act 16 of 2024 took effect on 22 May 2026. This means that all public companies and state-owned companies must now put their remuneration policy and annual remuneration report to a binding shareholder vote. There is no transitional provision, and compliance is immediately required.

Most listed companies already publish a remuneration report under King IV and the JSE Listings Requirements. However, the new regime is materially different from the status quo in South Africa, and the consequences of getting it wrong can fall personally on remuneration committee members.

The questions you need to answer before your next AGM include:

• If shareholders reject your remuneration report, can you fall back on a policy approved under the old non-binding regime? 
• The statutory definition of "employee" pulls in everyone covered by the Labour Relations Act. Do you know what your wage gap ratio looks like on that basis, and can you explain it, and your supporting policy on fair pay?
• Your remuneration policy will bind you for three years. How much discretion have you provided for? 
• How does the King V earned remuneration disclosure interact with the statutory "total remuneration" definition for wage gap purposes?
• If you have already published your remuneration report but haven't held your AGM, what do you need to do?

Download a free copy of our Alert below. If you need more detailed guidance, we have prepared a comprehensive Companies Act Remuneration Reporting Guide that works through each of these questions and provides a practical roadmap for compliance, covering policy drafting, the three-part report structure, wage gap methodology, the binding vote process, and what to do if it fails.

Register your interest here and we will notify you as soon as it is released.

Automating your fair pay analysis with PwC’s Reward Manager

The wage gap disclosures are single numbers, but defending and explaining the ratios require granular analysis of pay equity across your full statutory employee base. Shareholders and proxy advisors will ask what drives the ratios, whether they are improving, and what your policy response is. You need to be able to answer those questions before they are asked.

PwC's Reward Manager calculates your wage gap ratio, runs the underlying fair pay diagnostics across employee populations, and enables you to understand where pay decisions can have the most impact.

Please fill in your details here if you would like us to contact you to set up a demo or give you a quote.