The recent Companies Amendment Acts 16 and 17 of 2024 mark the first major update to South Africa’s corporate governance framework in over a decade. Among the key implications for company secretaries and directors are changes that affect the agenda and disclosure obligations for annual general and shareholder meetings.
This effectively turns AGMs from a procedural formality into a more substantive governance event – one that demands proactive scheduling, comprehensive reporting, and clear communication with shareholders.
AGMs and Timing Requirements
Under Section 61(7) of the Companies Act 71 of 2008, a public company must hold its first AGM within 18 months of incorporation, and each subsequent AGM within 15 months of the previous one. These requirements remain unchanged – but the scope and content of AGMs have been expanded by the amendments.
Key changes include:
- Expanded AGM agenda: Public companies must now present both the Social & Ethics Committee Report and the Remuneration Report at the AGM, in addition to tabling audited financial statements and confirming director appointments.
- Enhanced disclosure: Greater emphasis is placed on remuneration transparency and beneficial-ownership reporting, linking AGM discussions more directly to public-interest governance.
- Committee appointments: Boards must ensure the Audit and Social & Ethics Committees are correctly constituted ahead of the AGM, with their composition confirmed by shareholders.
- Electronic participation: Sections 61(10) and 63(2) reinforce that public companies must provide reasonable access for shareholders to attend meetings electronically.
Under Section 30, financial statements must still be finalised within six months of financial year-end, but additional time must now be built in for board and committee review of the new reports before notice can be issued. Meeting notices under Section 62 continue to require 15 business days for public companies (or 10 days for others), unless the MOI provides otherwise. Boards should plan backwards from their financial year-end to align audit completion, committee reporting, and shareholder communication.
While private companies are not legally required to hold AGMs unless their Memorandum of Incorporation (MOI) says otherwise, many still convene annual shareholder meetings to approve financial statements, appoint auditors, and confirm directors. The updated Acts encourage private companies to adopt these good-governance practices voluntarily, especially where there are multiple shareholders.
Synchronising the Governance Calendar
Although the statutory timing of AGMs remains the same, the preparation window has effectively lengthened. Boards and company secretaries should embed these timelines into their governance calendars, coordinate financial reporting and committee workstreams accordingly to ensure that shareholders receive necessary documents well ahead of the AGM.