- within Accounting and Audit, Insurance, Government and Public Sector topic(s)
- with Senior Company Executives and HR
The JSE has published proposed amendments to the Listings Requirements, following the recent implementation of further provisions of the Companies Amendment Act, 2024 (refer to this article). These changes are intended to align the Listings Requirements with the updated legislative framework. The proposed amendments were published on 25 May 2026 and are open for public comment until Friday, 26 June 2026. A summary of the key proposed amendments are set out below.
- Remuneration policy and implementation report
The JSE proposes removing the requirement for listed companies to table their remuneration policy and implementation report for separate non-binding advisory votes at each AGM. This is on the basis that sections 30A and 30B of the Companies Act, 2008 now regulate the approval of remuneration policies and remuneration reports for domestic issuers.
For foreign companies with a primary listing (or seeking a primary listing) on the JSE, and issuers with weighted voting share structures, the JSE will retain the requirement for a non-binding advisory vote on the remuneration policy and implementation report. The threshold for triggering an obligation to invite dissenting shareholders to engage with the issuer will be increased from 25% to 50% of votes exercised against the policy or report. Foreign applicant issuers may apply for a waiver where they can demonstrate that a binding remuneration vote is required in their home jurisdiction, similar to the South African statutory requirements.
- Share incentive schemes and dilutive schemes
The JSE believes that remuneration (including incentives) will be adequality dealt with under the Companies Act’s disclosure provisions in terms of section 30(6), as well as the new shareholder approval requirements in sections 30A and 30B. As a result, the JSE proposes to remove the existing Schedule 9 (Requirements for share incentive schemes) and introduce new provisions focused on “dilutive schemes” (schemes that result in the issue of new equity securities or use of treasury shares). The JSE’s role in non-dilutive schemes will be reduced. Key requirements for dilutive schemes will include:
- Approval by ordinary resolution of all equity securities holders at a general meeting.
- Disclosure of
- the category of participants;
- a fixed maximum total number of equity securities that may be issued;
- a fixed maximum number of equity securities for any one participant; and
- the treatment of options (vested and unvested) in mergers, takeovers or corporate actions.
- Amendments to key scheme terms require shareholder approval, excluding the votes of equity securities owned or controlled by persons who are existing participants in the dilutive scheme.
- Governance requirements for scheme trustees and restrictions on voting and dealing in securities held by schemes.
- Submission of scheme documents to the JSE for approval.
- Consequential and technical amendments
As a result of the proposed amendments above, certain technical amendments will be made throughout the Listings Requirements.
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.
[View Source]
