SOUTH AFRICA Law and Practice Contributed by: Professor Michael Katz, Matthew Morrison, Madison Liebmann and Sinovuyo Damane, ENS
and the King Report on Corporate Governance for South Africa (King V). The principal sources of corporate governance in South Africa are as follows. • The Companies Act, which replaced the 1973 Companies Act with effect from 1 May 2011, and which (with certain surviving provisions from the 1973 Companies Act applicable to the winding-up and liquidation of companies) is the regime that governs the incorporation and management of companies. • The Companies Act has been amended by the Companies Amendment Act No 16 of 2024 (the “Companies Amendment Act”) and the Companies Second Amendment Act No 17 of 2024 (the “Com - panies Second Amendment Act”), both signed into law on 26 July 2024. • The common law (derived from case law) and the Companies Act with respect to the regulation of the fiduciary duties of directors of companies. • The Companies Regulations, 2011 (the “Regula - tions”), subsequently amended by the Companies Amendment Regulations 2023. • The JSE Listings Requirements, recently updated and simplified with effect from January 2026 (the “Listings Requirements”), applicable to public companies listed on the JSE (see 1.3 Companies With Publicly Traded Shares ). • The Financial Markets Act No 19 of 2012, which regulates financial markets and exchanges, and contains South African Insider Trading and Market Abuse Legislation. • King V, issued by the Institute of Directors in South - ern Africa. The latest iteration was published on 31 October 2025, effective for financial years begin - ning on or after 1 January 2026 (see 1.3 Compa- nies With Publicly Traded Shares ). • Sector-specific legislation and/or codes – for example, the Code for Responsible Investing in South Africa prescribes governance standards for institutional investors and their service providers. • The Public Finance Management Act No 1 of 1999, contains financial governance measures for state- owned entities.
The key source of a company’s corporate governance requirements is its MOI. The Companies Act contains both mandatory “unalterable” provisions and default “alterable” provisions, the latter allowing variation by a company in its MOI. Certain provisions relating to corporate governance concerns (such as shareholder rights, annual disclosure requirements and directors’ duties) cannot be altered. 1.3 Companies With Publicly Traded Shares In addition to the requirements referred to in 1.2 Cor- porate Governance Legislation and Regulation , companies listed on the JSE must comply with the following. The Listings Requirements The Listings Requirements impose continuing obliga - tions on issuers, including standards of disclosure and corporate governance practices relating to: • Board composition; • appointment of various board committees, such as the remuneration committee, as well as statutory committees such as the audit and social and ethics committees; and • adoption of governance-related policies and com - pliance with King V. King V King V is South Africa’s authoritative corporate gov - ernance code. While compliance is voluntary, the Listings Requirements oblige issuers to adopt certain recommendations, with the remainder implemented in accordance with King V’s “apply-and-explain” dis - closure policy. In order to give effect to this policy, a company should: • apply the recommended practices with common sense and proportionally in accordance with its size, resources and complexity of its activities; • provide a narrative explanation of that application; and • provide a concluding statement on whether the application has realised value for the organisa - tion within its economic, social and environmental context.
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