Disclosure of Directors’ Remuneration under South African Company Law: is it adequate?

Abstract

The remuneration of directors is a controversial issue in many jurisdictions in light of the global financial crisis and the escalating remuneration packages of directors. One way of managing the escalating levels of directors’ remuneration is to compel companies to disclose the details of directors’ remuneration packages. Full disclosure of the remuneration of directors would increase transparency and accountability in the remuneration-setting process of directors. This article explores the adequacy of the Companies Act 71 of 2008 in regard to the disclosure of directors’ remuneration. It further examines the disclosure requirements of directors’ remuneration under the JSE Listings Requirements and the King Report on Governance for South Africa 2016 (King IV Report). It compares South Africa’s remuneration disclosure requirements with the legislative standards for remuneration disclosure under the Companies Act 2006 of the United Kingdom, and examines whether our disclosure requirements meet the standards of the UK Companies Act 2006. This article concludes that the minimum standards of remuneration disclosure set by the Companies Act 71 of 2008 are too low to satisfy enhanced transparency and suggests various proposals for strengthening the disclosure requirements of directors’ remuneration under the Companies Act 71 of 2008.