Key Amendments To The Companies Act Now In Force

Further provisions of the Companies Amendment Act, 2024 (“Companies Amendment Act”) came into operation on 22 May 2026, amending the Companies Act, 2008 (“Companies Act”) in respect of board remuneration and alternative dispute resolution.

1. Enhanced remuneration disclosure

1.1 Individualised disclosure

Annual financial statements must now disclose the remuneration and benefits of each director and each prescribed officer, with both required to be named, removing scope for aggregate or anonymised remuneration reporting.

1.2 Audit scope for remuneration reporting clarified

Where elements of a remuneration report are subject to audit, the company’s policies and the narrative elements of the report, such as the background statement, are expressly excluded from the audit requirement.

2. Introduction of “say-on-pay” framework

Public and state‑owned companies must obtain shareholder approval for both their remuneration policy and remuneration report:

2.1 Remuneration policy

• Must be approved by ordinary resolution at the AGM.
• If not approved, it must be presented again at the next AGM or at a shareholders’ meeting convened for that purpose.
• Once approved, the policy remains in force for three years and must be re-approved every three years thereafter.
• Any material amendment to the policy during that period requires prior shareholder approval by ordinary resolution before it may be implemented.

2.2 Annual remuneration report

• Public and state-owned companies must also prepare a remuneration report each year in respect of the previous financial year, for presentation and approval at the AGM.
• The report must comprise a background statement, the remuneration policy and an implementation report detailing:
  • total remuneration of each director and prescribed officer;
  • total remuneration of the highest-paid and lowest-paid employees;
  • average and median total remuneration of all employees; and
  • a remuneration gap ratio, reflecting the ratio between the total remuneration of the top five per cent highest-paid employees and the total remuneration of the bottom five per cent lowest-paid employees.
• If shareholders do not approve the remuneration report:
  • the remuneration committee must address their concerns at the following AGM, and non-executive directors serving on the remuneration committee must stand for re-election as committee members;
  • if the report is rejected again the following year, those committee members may continue as directors only if they are re-elected at that AGM and are disqualified from serving on the remuneration committee for two years.

(These re-election and disqualification consequences do not apply to committee members who served fewer than 12 months during the year under review.)

3. Reform of alternative dispute resolution

Section 19 of the Companies Amendment Act amends the alternative dispute resolution framework under section 166 of the Companies Act. Some of the changes are:

• Centralised forum: Disputes may now be referred only to the Companies Tribunal, consolidating ADR functions.
• Tiered ADR process: Where the Companies Tribunal issues a certificate of non-resolution following failed mediation or conciliation, the matter may be referred to the Companies Tribunal for arbitration. A party objecting to the same Tribunal member conducting the arbitration may file an objection, requiring the Tribunal to appoint another member. An arbitrator’s award is final and binding.

4. Key provisions of the Companies Amendment Act not yet in force

Several provisions of the Companies Amendment Act remain enacted but not yet in operation. They will only take effect once brought into force by further presidential proclamation. Key pending amendments include:

• Amendments to section 26 of the Companies Act (access to company records).
• The insertion of a new section 72(6B) into the Companies Act empowering the Minister to prescribe minimum qualifications for social and ethics committee members.
• The insertion of a new section 72(12) into the Companies Act, requiring social and ethics committees to present annual reports.
• The amendment of section 118 of the Companies Act, changing the test for application of the Takeover Regulations to private companies - from a securities transfer percentage test to a shareholder count plus prescribed financial thresholds test.

Conclusion

Affected companies should review their remuneration policies, reporting practices, governance frameworks and AGM materials to ensure compliance, and assess practical steps for their reporting cycles.

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.