From advisory theatre to statutory substance

Résumé détaillé

What the December 2026 JSE amendments mean for remuneration and share schemes.

On 7 December 2026, the Johannesburg Stock Exchange’s amendments to the Listings Requirements on corporate governance and ancillary matters become operational (FSCA Board Notice 1006 of 2026). They are not a radical rewrite. They are a deliberate de-duplication.

Sections 30A and 30B of the Companies Amendment Act 16 of 2024, which commenced on 22 May 2026, already require public and state-owned companies to put a remuneration policy to a binding ordinary resolution (at least every three years or on material amendment) and an annual remuneration report to a binding ordinary resolution, including specified remuneration-gap disclosures and consequences if the annual report is not approved.

The JSE is stepping back from the non-binding advisory votes it introduced in 2017 under paragraph 5.7(k) so that listed companies are not forced to run parallel processes.

For most Main Board issuers this is welcome simplification. It is also a shift from soft pressure to hard constraint. Companies that treat the new regime as mere compliance theatre will discover the difference quickly.

The practical reality is that the binding nature of the Companies Act vote, combined with a lighter JSE overlay on share schemes, places greater weight on the quality of the remuneration policy itself and on the discipline of the remuneration committee.

Paragraph 5.7(k) is rewritten. Domestic Main Board issuers no longer table the remuneration policy and implementation report for separate non-binding advisory votes. The statutory ordinary resolutions under the Companies Act replace them.

The JSE retains the non-binding advisory vote only for two categories: foreign applicant issuers with a primary listing on the JSE, and issuers with weighted voting share structures.

In both cases the policy must still disclose the steps directors will take if 50 per cent or more of votes are cast against, and the voting results announcement must invite dissenting shareholders to an engagement, specifying its date and…

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