SOUTH AFRICA Trends and Developments Contributed by: Ezra Davids, Tholinhlanhla Gcabashe, Nanga Kwinana and Cathy Truter, Bowmans
King V The King V Code, market regulation on corporate gov - ernance best practice, effective January 2026, marks an evolution in South African corporate governance, streamlining principles whilst sharpening focus on accountability and the rhythm of governance, direc - tor independence and expanded guidance on artifi - cial intelligence, whistleblowing, sustainability and responsible remuneration. Companies claiming com - pliance with King V are also now under an obligation to compile new disclosure templates that need to be approved by the board and displayed on their web- pages. JSE reforms The JSE Listings Requirements are the rules governing companies listed on Africa’s largest stock exchange by market capitalisation, regulating disclosure, cor - porate actions, transaction categorisation and share - holder approvals, with related-party and significant transactions attracting additional requirements. The JSE has undertaken a comprehensive overhaul of its Listings Requirements as part of a broader sim - plification initiative, segmenting the Main Board into Prime and General segments alongside AltX, and modernising disclosure and approval frameworks to align with changes to the Companies Act and King V. Competition/antitrust and public interest South Africa has a comprehensive competition regime under the Competition Act. The regime regulates, among other things, restrictive horizontal and vertical practices (including price-fixing and market allocation, as well as anti-competitive restraints between parties operating at different levels of the supply chain), abuse of dominance and mergers. South Africa’s merger control regime under the Com - petition Act is well established and plays a central role in transaction execution. Transactions meeting pre - scribed financial thresholds require mandatory notifi - cation to the Competition Commission prior to imple - mentation. The substantive test assesses whether a merger is likely to substantially prevent or lessen competition and whether it can be justified on public interest grounds.
Key Regulatory Considerations Companies Act and Takeover Regulation The Companies Act 2008 (as amended) provides the core statutory framework governing South Afri - can corporate law and M&A, regulating schemes of arrangement, amalgamations and mergers, disposals of all or the greater part of a company’s assets, share - holder approvals, appraisal rights, fiduciary duties and disclosure obligations. Recent amendments have introduced enhanced cor - porate governance, transparency and M&A oversight, including expanded beneficial ownership disclosure obligations, extended periods for liability claims and stricter compliance enforcement via the CIPC. Remuneration disclosure requirements are now in effect for public and state-owned companies, requir - ing shareholder approval before implementing a remu - neration policy (every three years or where there is a material change to the policy) and the remunera - tion report (which now has more detailed disclosure requirements) annually. Where the remuneration report is not approved in two consecutive years, among oth - er considerations, the non-executive directors on the remuneration committee will be barred from serving on that committee for a further two years (the “two- strike” rule). Certain other changes, though signed into law, remain subject to the proclamation of an effective date. Most notable among those are the amendments to the trig - gers rendering private companies subject to the addi - tional scrutiny of the takeover regulations and the TRP. Under the proposed amendments, private companies with ten or more shareholders will fall within the regu - latory ambit of the TRP, provided they cross a financial threshold that remains to be finalised. This marks a departure from the existing framework, which applies based on whether the company has undertaken sig - nificant transactions within the preceding 24 months. Affected companies intending to enter into fundamen - tal transactions should anticipate increased oversight by the TRP, factoring this into closing conditions and transaction timelines.
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