By Caroline Scott, Marketing Manager, CGISA

Director remuneration is in the spotlight in South Africa, driven by increased calls for transparency, fairness, and accountability. The Companies Amendment Acts introduce important reforms that will significantly affect how companies disclose, report, and justify the pay of directors and prescribed officers.

What the Amendment Bills Say

Key provisions include the requirement for:

  • Detailed disclosure of the remuneration of each director and prescribed officer.
  • Single-figure remuneration reporting that is comparable across companies and sectors.
  • An annual non-binding shareholder vote on the company’s remuneration policy and implementation report for listed entities.
  • Meaningful engagement with shareholders if the vote does not pass, closing the loop on accountability.

These changes are designed to align remuneration with long-term company performance and stakeholder expectations – making remuneration governance a key boardroom priority.

The Crucial Role of the Company Secretary and Governance Professional

The shift in regulation enhances the strategic role of company secretaries and governance professionals, who are now expected to:

  • Guide the board and remuneration committee on legal compliance and best practice.
  • Ensure the preparation and integrity of the company’s remuneration disclosures.
  • Facilitate shareholder engagement processes, particularly in response to failed votes.
  • Support the development of a remuneration policy that reflects the company’s values, strategy, and ESG commitments.

These responsibilities require advanced knowledge, ethical judgment, and up-to-date governance expertise.

How CGISA Prepares Governance Leaders

The Chartered Governance Institute of Southern Africa (CGISA) offers a professional qualification that equips individuals with the full range of skills needed to meet these challenges. Through its Company Secretary and Governance Professional qualification, CGISA develops professionals who are:

  • Knowledgeable in corporate law and governance.
  • Skilled in compliance, risk, and ethics management.
  • Capable of advising on board and remuneration practices that reflect IoDSA King IV™ Report on Corporate Governance1 (soon to be King V™) principles and the latest legislative developments.

With the Companies Amendment Bills set to raise the bar for remuneration governance, trained professionals are more essential than ever in ensuring that companies not only comply but lead in responsible governance.

Conclusion

Director remuneration is no longer a technical issue, it’s a reputational and strategic one. The proposed legislation signals a new era of transparency and fairness, and governance professionals and company secretaries will be key to navigating it. With CGISA as the benchmark for governance education in Southern Africa, companies can be confident that their governance professionals and company secretaries are prepared to meet both the letter and spirit of the law.

Find out more about the CGISA qualification here.

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