South Africa’s Companies Amendment Bill 2023 was signed into law on 26 July 2024, granting those with access to company records to also check out the register of beneficial interests.
South Africa law firm ENS said in a briefing note on 26 July that the amendments in this area “were the subject of much debate particularly those aimed at promoting greater transparency including access to company records and disclosure of directors’ individual remuneration”.
For instance, the amendment to section 26(1) provides that the company records to which certain persons have a right to access also include the register of the disclosure of beneficial interest.
Furthermore, section 26(2), which previously only gave persons with no beneficial interest the right to inspect or copy a profit company’s securities register, has been amended so that these persons now have the right to inspect and copy a company’s securities register, as well as the MOI, director records, register of the disclosure of beneficial interest and the annual financial statements (AFS).
However, the right to inspect the AFS does not apply to a private company, non-profit company or personal liability company wherein an AFS is (i) internally prepared in a company with a public interest score (PI Score) of less than 100 or (ii) independently prepared in a company with a PI Score of less than 350.
Section 30 was also amended so that companies required to have their AFS audited must include in their AFS the remuneration and benefits received by each individual director and prescribed officer, each of whom must be named.
Consequently, a person who relies on their section 26(2) right is able to, by having access to a company’s AFS, identify each director and prescribed officer and will now have visibility of their remuneration and benefits, provided of course that the company in question falls above the aforementioned PI Score thresholds.
In relation to remuneration, all public and state-owned companies are now under a duty to prepare and present a remuneration policy and remuneration report, ENS further stated. The newly inserted section 30A sets out the requirements for the remuneration policy which must be approved by a company’s shareholders at the AGM by an ordinary resolution which, if approved, will remain in force for 3 years and must be approved every 3 years thereafter.
