Enhanced AGM Rules in South Africa Set a New 2025 Standard for Corporate Governance

The new AGM Rules South Africa 2025 have redefined what good governance looks like. Since the Companies Amendment Act 16 of 2024 and the Second Amendment Act 17 of 2024 came into force on 27 December 2024, public and state-owned companies have faced a much higher standard of transparency and accountability. Almost a year later, the results speak for themselves—boardrooms across South Africa have had to adapt, rethink, and professionalise their approach to governance.

These changes have turned the Annual General Meeting (AGM) from a routine formality into a genuine test of ethical performance. Let’s look at how we got here, what’s changed, and what companies should still prepare for.

How AGMs worked before 2025?

Before the new rules, AGMs were predictable. Boards approved financials, reappointed auditors, and confirmed directors. The social and ethics committee often stayed in the background. While the King IV Report encouraged ethical oversight, it wasn’t strictly enforced.

That changed when lawmakers decided that governance should not rely on voluntary practice. The AGM Rules South Africa 2025 now make ethics, sustainability, and transparency part of the formal agenda.

What changed under the AGM Rules South Africa 2025?

Since December 2024, public and state-owned companies must present both a social and ethics committee report and a remuneration report at every AGM. Shareholders must also approve the appointment of the social and ethics committee, ensuring greater oversight.

The exemption process has been relaxed but made more transparent. A company can apply to the Tribunal if such a committee is not necessary in the public interest or if another internal mechanism performs the same function. However, the intention to apply must now be publicly announced before submission.

Membership rules have also tightened. A majority of members must be non-executive directors who have not been involved in management for the past three financial years. Appointments must be made within 12 months of the rule taking effect or being triggered, and vacancies must be filled within 40 days.

These measures elevate ethical governance from aspiration to obligation. Boards now face clearer expectations and stronger scrutiny.

Other corporate amendments that shaped 2025

The Companies Act reforms affected more than just AGMs. Several parallel changes reshaped how companies operate in practice.

Memorandum of Incorporation (MOI) amendments now take effect within ten business days after filing with the Companies and Intellectual Property Commission (CIPC), unless rejected or postponed. This timing change forces companies to plan transaction schedules more carefully.

The requirements for intra-group financial assistance were simplified. Support offered to subsidiaries no longer falls under the heavy requirements of section 45, except for complex structures or offshore cases.

The share buy-back process is easier too. Independent expert reports and special resolutions are no longer mandatory for buy-backs exceeding five per cent of share capital—unless shares are acquired from directors, prescribed officers, or related persons.

Finally, the auditor cooling-off period has been reduced from five years to two, offering flexibility while maintaining independence.

Governance in practice – the new tone of 2025

The shift is both procedural and cultural. AGMs now include real discussions about ethics, sustainability, and remuneration. Boards are being judged on integrity as much as performance. Companies that prepared early in late 2024 now enjoy smoother filings, faster CIPC approvals, and clearer committee structures. Others have spent much of 2025 catching up—proof that early compliance pays off.

What still lies ahead?

Some major provisions have yet to take effect. These include new remuneration disclosure rules, broader Takeover Regulation thresholds, and greater access to private company financials. Additional regulations are expected during 2026.

Meanwhile, the proposed General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Bill 2024 has continued to dominate compliance debates. It introduces stricter beneficial ownership and interest filing duties. If passed, non-compliant companies could face deregistration and fines of up to ZAR 10 million or 10 per cent of turnover.

This push is part of South Africa’s broader effort to meet FATF standards and exit the grey list. The message is simple: governance reform is not just about compliance—it’s about credibility.

Preparing for the next AGM season

Companies planning for 2026 should already be adjusting. Legal and compliance teams can strengthen readiness by:

• Adding social and ethics and remuneration reports to AGM agendas.
• Ensuring committee composition meets independence rules.
• Updating MOI filing timelines for faster CIPC processing.
• Reviewing intra-group funding and buy-back policies for alignment.

Early coordination between secretarial, finance, and legal functions is now the difference between compliance and crisis.

What’s next?

Managing an Annual General Meeting under the AGM Rules South Africa 2025 requires clear planning, timely documentation, and disciplined follow-through. For deeper insights into meeting rules across other jurisdictions, explore our article on AGM requirements for 2025.

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