A further tranche of provisions under the Companies Amendment Act, 2024 (“the Amendment Act”) was brought into operation on 22 May 2026. The newly effective sections introduce significant changes to the Companies Act, 2008 (“the principal Act”) in two areas: the way boards report on and obtain shareholder endorsement of remuneration, and the mechanisms available for resolving company disputes outside the courts.

1. Stricter rules on remuneration disclosure

1.1 Disclosure on a named, per-person basis

Annual financial statements are now required to set out the remuneration and benefits received by every individual director and every prescribed officer, with each such person identified by name. The previous practice of presenting these figures in aggregate, or on an anonymised basis, is no longer permitted.

1.2 What the auditor does (and does not) review

The amendments also draw a clearer line around the audit obligation. While certain components of a remuneration report fall within the scope of an audit, the narrative portions, including the background statement and the company’s articulated remuneration policies, are specifically carved out and need not be audited.

2. A new “say-on-pay” regime

Public companies and state-owned companies are now subject to a binding shareholder vote on both their remuneration policy and their annual remuneration report.

2.1 The remuneration policy

The policy itself must be tabled at the AGM and adopted by way of an ordinary resolution. Should shareholders decline to approve it, the company is required to bring it back, either at the following AGM or at a separate shareholders’ meeting called for that purpose. Once endorsed, the policy has a three-year shelf life, at the end of which it must be put to shareholders again. If the board wishes to make any material change to the policy in the interim, that change cannot be implemented until shareholders have signed it off, again by ordinary resolution.

2.2 The annual remuneration report

Alongside the policy, public and state-owned companies must compile a remuneration report each year, covering the preceding financial year, and submit it to the AGM for shareholder approval. The report has three components: a background statement, the remuneration policy, and an implementation report. The implementation report must set out:

• the total remuneration paid to each director and each prescribed officer;
• the total remuneration of the company’s highest-paid and lowest-paid employees;
• the mean and median total remuneration across the workforce; and
• a remuneration gap ratio, calculated by comparing the aggregate remuneration of the top 5% of earners against that of the bottom 5%.

The consequences of a failed vote are pointed. If shareholders reject the report, the remuneration committee is obliged to engage with the concerns raised and report back at the next AGM, and the non-executive directors sitting on that committee must offer themselves up for re-election as committee members. A second consecutive rejection ratchets things up: those committee members are permitted to remain as directors only if they are re-elected at that AGM, and they are barred from sitting on the remuneration committee for the following two years.

There is a carve-out for short-serving members: these re-election and disqualification rules do not apply to anyone who sat on the committee for less than 12 months during the year being reported on.

3. Overhaul of alternative dispute resolution

Section 19 of the Amendment Act rewrites section 166 of the principal Act, which governs alternative dispute resolution in the company law context. The principal features of the new regime include:

• A single referral point. Disputes can now be brought before the Companies Tribunal only, which becomes the consolidated forum for ADR in this space.
• A stepped process. If mediation or conciliation through the Tribunal does not yield a settlement, the Tribunal issues a certificate of non-resolution, and the dispute can then move on to arbitration before the Tribunal. A party uncomfortable with the same Tribunal member arbitrating the matter after having mediated it may object, in which case the Tribunal must reassign the arbitration to a different member. The arbitral award, once made, is final and binding on the parties.

4. Provisions still awaiting commencement

Several other parts of the Amendment Act are on the statute book but remain dormant. They will come into force only once the President issues a further proclamation. Notable items in the pipeline include:

• changes to section 26 of the principal Act, dealing with rights of access to company records;
• a new section 72(6B), giving the Minister power to prescribe minimum qualification requirements for members of social and ethics committees;
• a new section 72(12), imposing an annual reporting obligation on social and ethics committees; and
• amendments to section 118, which will change the gateway for the Takeover Regulations to apply to private companies, moving from the current test based on the percentage of securities transferred to a new test combining shareholder numbers with prescribed financial thresholds.

What companies should do now

Boards, company secretaries and remuneration committees of affected companies would be well advised to take stock, revisiting existing remuneration policies, refreshing reporting templates, reviewing governance arrangements and updating AGM packs, so that the next reporting cycle proceeds on a compliant footing.