SOUTH AFRICA Law and Practice Contributed by: Professor Michael Katz, Matthew Morrison and Madison Liebmann, ENS
Furthermore, the GLAA Bill seeks to empower the Companies Tribunal to review a decision of the CIPC to impose an administrative fine. The deadline to submit public comments on the GLAA Bill was 6 February 2025. Companies Amendment Act and Companies Second Amendment Act A significant legal development in corporate gov - ernance in South Africa was the introduction of the Companies Amendment Act No 16 of 2024 (Companies Amendment Act) and the Compa - nies Second Amendment Act No 17 of 2024 (Companies Second Amendment Act), which were both signed into law on 26 July 2024. On 27 December 2024, the President proclaimed in Government Gazette No 51837 that certain sec - tions of the Companies Amendment Act and the entirety of the Companies Second Amendment Act came into effect. The key pillars of the Companies Amendment Act as taken from the Memorandum on the Objects of the Companies Amendment Bill 2023 (ie, Bill B27B-2023, the predecessor to the Com - panies Amendment Act – the “Bill” ) include: • enhancing the ease of doing business; and • achieving equity between directors and senior management on the one hand, and share - holders and workers on the other hand, as well as addressing public concerns regarding high levels of inequality in society. It is worth noting that the original version of the Bill published in 2021 contained a third pillar – namely, to counter money laundering and ter - rorism which, as discussed above, has been addressed by the passing of the GLAA.
The Companies Second Amendment Act is aimed at implementing certain recommenda - tions of the Zondo Commission. In summary, the Companies Amendment Act and the Companies Second Amendment Act have both introduced amendments to the Com - panies Act that have an impact on corporate governance in South Africa. These amendments include, inter alia, new requirements relating to social and ethics committees (SECs), greater access to company information and the disclo - sure of directors’ remuneration. New Draft of the King Code – King V The Institute of Directors of South Africa (IoDSA) published a media statement on 24 February 2025 announcing that a draft of the new ver - sion of the King Code – ie, the King V Draft – was available for public comment and that the deadline to submit public comments was 4 April 2025. The objectives of King V are to: • take local and global developments since King IV was launched in 2016 into consid - eration, by incorporating critical shifts such as the recent amendments to the Compa - nies Act, evolving practices in remuneration governance, global developments in sustain - ability reporting, and the rapidly advancing technological landscape; • simplify King V and make it more user-friendly and accessible; and • develop a standardised approach to the disclosure of King V’s application to assist organisations with internal monitoring and disclosure of implementation of practices, and to enhance accountability and compara - bility across different organisations.
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