We refer to our article published on 26 July 2024 dealing with the signing into law of new amendments to the Companies Act, No. 71 of 2008 ("Companies Act").
Following the President's assent to the Companies Amendment Act, No. 16 of 2024 ("Companies Amendment Act") and the Companies Second Amendment Act, No. 17 of 2024, the JSE Limited ("JSE") published proposed amendments to the JSE Listings Requirements ("Listing Requirements") on 18 September 2024 for comment, by close of business on Monday, 21 October 2024.
We note that while the proposed amendments have arisen from the Companies Amendment Act, the Companies Amendment Act is not yet in force and will take effect on a date to be proclaimed by the President, which remains unknown at this time.
The proposed amendments relate to the following:-
- removing paragraph 3.84(j) of the Listings Requirements, which currently requires that the remuneration policy and implementation report be tabled annually for non-binding advisory votes at the AGM;
- maintaining the requirement for the remuneration policy and implementation report to be tabled annually for non-binding advisory votes at the AGM for foreign primary issuers, with a proposed modification being that the invitation for dissenting shareholders to engage with the issuer is proposed to only be dealt with if the remuneration policy or remuneration report is voted against by 50% of the votes exercised (currently 25%), to align with the Companies Amendment Act;
- removing schedule 14 dealing with the current requirements for share incentive schemes as the JSE is of the view that remuneration, including incentives, will be adequately dealt with through the Companies Amendment Act, in particular under the relevant remuneration disclosure provisions of the Companies Act (as it is to be amended when it comes into force), and the new requirements for shareholders' approval of the remuneration policy and remuneration report in terms of the new Section 30A and 30B of the Companies Amendment Act;
- introducing new provisions dealing with dilutive share schemes as, going forward, the JSE intends to play a reduced role in dilutive share schemes, save for the approval of dilution to shareholders, basic minimum content of dilutive share schemes and general governance arrangements; and
- certain consequential amendments flowing from the removal of Schedule 14 and paragraph 3.84(j) of the Requirements.
The proposed amendments and the SENS Announcement relating to the proposed amendments are available here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
