Board and governance policies · 05
Remuneration policy
Explains how the organisation pays, and how it decides what it pays, in a form that can be put to a shareholder or a funder.
Explains how the organisation pays, and how it decides what it pays, in a form that can be put to a shareholder or a funder.
Cover the philosophy and the benchmark used; the components of pay and their relative weight; the performance measures behind variable pay and who sets them; the approval path for each level, with the board or remuneration committee reserving executive pay; non-executive fees and how they are approved; and the disclosure the organisation will make.
For a company, remuneration of directors for their services as directors requires a special resolution within the preceding two years; a board that has quietly paid fees without one has a recoverable payment on its hands. The Companies Amendment Act 16 of 2024 goes considerably further for public and state-owned companies, requiring a remuneration policy tabled for approval by shareholders and a remuneration report disclosing, among other things, the ratio between the highest and lowest paid employees, so a policy drafted for those companies must now be written to be voted on and published, not merely to be followed. And a policy that promises benchmarking against a peer group nobody has defined will be read against the organisation the first time pay is questioned.
The law it sits under
What governs this instrument.
Section 66(9) of the Companies Act 71 of 2008 requires directors’ remuneration for their service as directors to be approved by special resolution within the previous two years. From 22 May 2026, sections 30A and 30B, inserted by the Companies Amendment Act 16 of 2024 and brought into force by Proclamation 313 of 2026, require public and state-owned companies to put a remuneration policy and a remuneration report to the annual general meeting, for meetings convened on or after that date.
Related pages, tools and documents
Where this instrument sits in the wider set, and the engagement that produces it.
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