SOUTH AFRICA Law and Practice Contributed by: Professor Michael Katz, Matthew Morrison and Madison Liebmann, ENS
• any amount paid or payable by the company to a pension scheme; • the amount of any compensation paid to them in respect of loss of office; • the number and class of any securities issued to them, and the consideration received by the company for those securities; and • details of their service contracts. All remuneration paid to or receivable by a direc - tor or prescribed officer must be disclosed. This encompasses not only the remuneration paid to or received by the director or prescribed officer for services to the company, but also all other remuneration received by the director or pre - scribed officer for services rendered as a direc - tor or prescribed officer to any other company within the same group of companies. Companies Amendment Act Another amendment to the Companies Act introduced by the Companies Amendment Act relates to access to information. In this regard, section 26 (1) sets out a list of company records a beneficial interest holder (which includes a shareholder) is entitled to inspect and copy, which has been expanded to include a com - pany’s register of the disclosure of beneficial interest. A beneficial interest holder will therefore have the right to inspect and copy information from a company’s MOI, the records in respect of a company’s directors, reports to annual meet - ings, notices and minutes of annual meetings, securities register, register of the disclosure of beneficial interests and a company’s AFS. Moreover, the Companies Amendment Act has amended Section 26 (2) of the Companies Act by granting non-beneficial interest holders (ie, non-shareholders) the right to inspect and copy a company’s AFS, MOI, director records and beneficial interest register. However, it should be
noted that the right afforded to non-beneficial interest holders to inspect and copy a compa - ny’s AFS does not apply to a private company, a non-profit company or a personal liability com - pany wherein an AFS is internally prepared in a company with a PI Score of less than 100 or is independently prepared in a company with a PI Score of less than 350. Related to the above, the Companies Amend - ment Act has also amended the Companies Act so that companies that are required to have their AFS audited must include in their AFS the remu - neration and benefits received by each individual director and prescribed officer, each of whom must be named. The Companies Amendment Act has further amended the Companies Act so that public and state-owned companies must prepare and pre - sent a remuneration policy and remuneration report. The remuneration policy must be pre - sented to and approved by a company’s share - holders at the AGM by an ordinary resolution and, if not approved, must be presented at the next AGM or at a shareholders’ meeting called for such purpose. If approved, the remuneration policy will remain in force for three years from approval and must be approved every three years thereafter. It should be noted that the remuneration policy may be amended prior to the end of the three-year period, provided that any material amendment can only be imple - mented after it is approved by the sharehold - ers by an ordinary resolution at a shareholders’ meeting called for this purpose or at an AGM. The remuneration report must consist of a back - ground statement, a copy of the company’s remuneration policy and an implementation report. The implementation report must include details of the total remuneration received by each
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