SOUTH AFRICA Trends and Developments Contributed by: Ezra Davids, Tholinhlanhla Gcabashe, Nanga Kwinana and Ricci Hackner, Bowmans
• prioritised transparency through beneficial-own - ership disclosure, stricter remuneration reporting, and social and ethics committee reform; • relaxed certain provisions regarding intra-group financial assistance and implementation of buy - backs; and • enhanced whistle-blowing requirements and accountability provisions. Recent draft amendments propose to further enhance accountability provisions under the Companies Act, increase administrative fines and empower regulators to deregister companies that fail to comply with select requirements. In one of the most notable changes, the scope of South African Takeover Regulations, as it pertains to South African private companies, is in the process of being refined. Under the proposed amendments, pri - vate companies with ten or more shareholders, wheth - er held directly or indirectly, will fall within the regula - tory ambit 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 significant transactions within the preced - ing 24 months. Affected companies should anticipate increased oversight by the Takeover Regulation Panel, with the revised regime expected to take effect this year. Together, these updates reflect South Africa’s effort to modernise South African company law in step with global best practice and the continent’s rapidly chang - ing business landscape. King V Code The King V Code on Corporate Governance for South Africa, 2025 (King V Code), which became effective in January 2026, represents a meaningful advancement in South African corporate governance standards. The revised framework consolidates and clarifies its guid - ing principles, sharpens its focus on accountability and transparency, and introduces a uniform disclosure framework intended to enhance comparability across organisations.
Key changes include more stringent director inde - pendence requirements, notably a maximum nine- year tenure and mandatory cooling-off periods for former executives seeking board appointments. The updated code also addresses contemporary govern - ance challenges, providing guidance on artificial intel - ligence (AI) oversight, sustainability considerations and responsible remuneration practices. Changes encourage a range of considerations for businesses wishing to claim compliance with the King V Code, including independence assessments and nomination policy reviews, disclosure framework development, double materiality and information gov - ernance frameworks, AI oversight protocols, whistle- blowing procedures, major incident preparedness planning, remuneration policy and procedure refine - ment, annual general meeting preparation and share - holder engagement strategy enhancement. JSE market segmentation and simplification South Africa’s primary securities exchange, the Johan - nesburg Stock Exchange (JSE), has restructured its main board into distinct tiers designed to accommo - date the varying requirements of listed entities. This reorganisation has produced three listing categories: Main Board Prime, Main Board General, and AltX. The reforms are intended to reduce compliance costs and administrative obligations for smaller issuers while preserving robust disclosure standards and investor protections. Since its introduction approximately one year ago, the general segment has demonstrated encouraging per - formance, successfully attracting and retaining signifi - cant listings. This has contributed to the exchange’s overall resilience and enhanced the appeal of South African capital markets as a platform for corporate growth. In parallel, the JSE undertook a “Simplification Pro - ject”, which was a multi-year initiative to compre - hensively rewrite and streamline the JSE Listings Requirements, with the aim of reducing complexity, eliminating duplication and making the rulebook more accessible and commercially workable for issuers and advisers. The revised framework, which came into effect in January 2026, is intended to lower regulatory
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