(a) |
"total remuneration" means all salary and benefits received including any employer contributions to benefit funds and any short-term or long-term incentives including share options and incentive awards; |
(b) |
"employee" means an employee as defined in section 213 of the Labour Relations Act, 1995 (Act No. 66 of 1995); and |
(c) |
"committee" means the remuneration committee of the company or any other committee of the company responsible for remuneration matters. |
(2) |
Each year all public companies and state-owned companies must prepare a remuneration report in respect of the previous financial year for presentation and approval at the annual general meeting. |
(3) |
The remuneration report must consist of the following parts: |
(a) |
Background statement; |
(b) |
a copy of the company’s remuneration policy as contemplated in section 30A(2); and |
(c) |
an implementation report containing details of: |
(i) |
the total remuneration received by each director and prescribed officer in the company; |
(ii) |
the total remuneration in respect of the employee with the highest total remuneration; |
(iii) |
the total remuneration in respect of the employee with the lowest total remuneration in the company; and |
(iv) |
the average total remuneration of all employees, median remuneration of all employees and the remuneration gap reflecting the ratio between the total remuneration of the top five per cent highest paid employees and the total remuneration of the bottom five per cent lowest paid employees of the company. |
(4) |
If at the annual general meeting the remuneration report is not approved by ordinary resolution as contemplated in subsection (2)— |
(a) |
the committee must, at the next annual general meeting, present an explanation on the manner in which the shareholders’ concerns have been taken into account; and |
(b) |
subject to subsection (6), the directors who are not involved in the day-to-day management of the business of the company and who serve on the committee must stand for re-election as members of the committee at the annual general meeting at which the explanation is presented. |
(5) |
Subject to subsection (6), if at the annual general meeting in the year immediately following the year contemplated in subsection (4), the remuneration report in respect of the previous financial year is also not approved by ordinary resolution of shareholders— |
(a) |
the directors who are not involved in the day-to-day management of the business of the company and who serve on the committee may continue to serve as directors provided they successfully stand for re-election at that annual general meeting; and |
(b) |
will not be eligible to serve on the committee for a period of two years thereafter. |
(6) |
The provisions of subsections (4)(b), (5)(a) and (b) do not apply to members of the committee who have served for a period of less than 12 months in the year under review. |
[Section 30B inserted by section 6 and 24(a) of the Companies Amendment Act 16 of 2024, Notice No 5082, GG50991, dated 30 July 2024]