If you’ve ever wondered how much the big bosses in SA earn, you’ll welcome recent changes in legislation that reveal exactly what’s in whose remuneration package. Soon you’ll be able to see not only a director’s base salary but also all their bonuses, equity incentives, allowances, pension contributions and other short- and long-term benefits. The Companies Amendment Act (which partially came into operation in December 2024, with other provisions still to be effected) requires that state-owned entities (SOEs) and public companies disclose the full remuneration of their top earners along with their names. Previously, some employers published anonymised disclosures about pay to protect their directors’ personal privacy, referring to roles such as ‘director 1’ and ‘director 2’ without actually identifying them by name, explains Parmi Natesan, CEO of the Institute of Directors in South Africa (IoDSA).

‘Now any person – regardless of their relationship to the company – may request access to a company’s annual financial statements, which must include the individual remuneration of each director and prescribed officer,’ says Natesan. ‘However, I believe exemptions may apply to smaller companies below certain public interest thresholds. The intent is to ensure transparency primarily within public and high-impact entities, while limiting unnecessary exposure for smaller private companies.’

In SA, this requirement has caused controversy. On the one hand, there are questions about a director’s personal right to privacy. On the other hand, there’s the security issue, as the public disclosure of high-earning directors elevates their risk of being targeted in kidnappings and violent crimes – a legitimate worry in a country with high crime rates.

Similar concerns have been raised and addressed in other leading jurisdictions, and this disclosure approach is reported to be standard practice in the European Union (EU), the UK and Australia, with SA now following suit, says law firm Webber Wentzel. ‘It’s common practice in a number of jurisdictions to require disclosure of remuneration for specified senior executive positions,’ says Webber Wentzel partner Divashin Naidoo. ‘While disclosure of executive remuneration was mostly limited to executive directors, it has been expanded in the UK to include the CEOs and deputy CEOs. In Australia, disclosure is in respect of executive directors and specified executives.’

Statistically, SA executives are far more likely to be kidnapped for ransom or fall victim to a violent crime than their Australian, UK or EU counterparts. Shouldn’t SA’s strong privacy protection framework therefore override the public need for transparency and prohibit the disclosure of remuneration by name?

No, says Naidoo, because the right to privacy, as with every fundamental right, is not absolute. The Protection of Personal Information Act (Popia) doesn’t prohibit the processing of personal information where such processing is required by law or serves a legitimate interest.

‘The Companies Amendment Act provides a clear legal basis for the required disclosures, and the drafters of the legislation appear to have considered the implications in terms of Popia compliance,’ says Naidoo.

‘The right to privacy can be lawfully limited in the service of greater transparency and accountability – particularly for individuals occupying positions of public trust, such as company directors. The stance taken was that holding such a position carries with it public accountability responsibilities, including the expectation of good governance and enhanced transparency, which is achieved in part by disclosure of remuneration.’

The name-specific disclosure is crucial, according to Natesan, as it provides direct accountability. ‘It allows shareholders and stakeholders to scrutinise not just what is paid, but to whom, and whether that aligns with individual performance and responsibilities,’ she says. ‘Anonymised disclosures limit this scrutiny and can obscure governance failures or excessive compensation practices. From a public interest perspective, naming individuals also reinforces the principle that directorship carries responsibilities that justify a higher level of transparency.’

The ‘hotly debated’ Companies Amendment Act has introduced groundbreaking changes to corporate pay gap disclosure practices in SA, according to Bowmans law firm. ‘The total remuneration of the highest- and lowest-paid employees; the average and median total remuneration of all employees; and the remuneration gap between the top 5% highest-paid and lowest-paid employees must also be disclosed in the remuneration report,’ says Lenja Dahms-Jansen, a partner at Bowmans.

This level of transparency is particularly important in SA where income inequality remains a major socio-economic concern. ‘Publicly disclosing the gap between the highest and lowest earners allows stakeholders to evaluate whether executive pay is fair and aligned with broader workforce realities,’ says Natesan. ‘It also helps investors assess whether boards are exercising sound judgement and acting in the best interest of the company and its stakeholders.’

Yet, many companies remain reluctant to disclose sensitive pay information publicly, fearing an external backlash and reputational damage. Non-profit organisation Just Share recently analysed JSE Top 40 companies that voluntarily disclosed their vertical pay gaps. Of the 15 companies with available data, Harmony Gold reported the narrowest gap at 7.9 times: in other words, the top 5% earners make just below eight times more than the bottom 5%. In contrast, a specialist banking group reported the widest gap at 34.3 times. Only six of the 15 companies disclosed in line with the Companies Amendment Act (ie, top 5% to bottom 5% of earners), while seven followed foreign jurisdiction requirements (which often mandate more detailed wage gap reporting than SA), and two companies adopted alternative disclosure formats.

‘This analysis reveals a fragmented and inconsistent approach to wage transparency across the country’s largest companies, limiting stakeholders’ ability to assess internal equity structures or compare wage practices across sectors,’ says Just Share.

The NGO expects the amendments to the Companies Act to bring much-needed consistency and comparability, providing valuable data for investors, regulators and the public. At the same time, the disclosures need to be accompanied by a commitment to interrogate what constitutes fair and dignified pay, says Just Share, so that the broader goal of wage justice doesn’t remain out of reach.

For the sake of their directors, companies must acknowledge and address the security risks that come with public disclosure of personal remuneration. ‘To mitigate the risks involved, companies could consider reviewing personal security arrangements for affected individuals, such as offering private security services, home surveillance systems and secure transportation for directors at elevated risk,’ says Naidoo. ‘Companies could also engage with directors and officers on safety concerns and ensure that internal policies around data handling and public disclosure are aligned with both the letter and spirit of the law.’

Natesan agrees that practical steps should include ‘reviewing and enhancing personal security arrangements for directors, conducting risk assessments and ensuring discretion in how information is disseminated beyond the statutory requirements’.

Importantly, she says, companies should also have internal protocols to manage access to sensitive data and provide directors with support on navigating their exposure. Here the IoDSA plays a pivotal role in equipping boards and directors to meet evolving legal and governance expectations – including offering tailored guidance on remuneration governance, hosting briefings and workshops on the Companies Act amendments and sharing good practice examples for compliance. ‘The IoDSA also convenes a remuneration committee forum, which serves as a platform for thought leadership, peer engagement and the sharing of trends and challenges in remuneration governance,’ says Natesan.

By mid-2025, several amendments to the Companies Act weren’t yet in effect. The Webber Wentzel team advises companies to prepare for the new provisions by aligning remuneration policies and reporting with the upcoming remuneration requirements, including pay gap disclosures, binding votes on remuneration and potential implications for non-executive directors on remuneration committees. ‘Continue complying with King IV and the JSE Listings Requirements regarding remuneration reporting until the new disclosure rules become effective,’ says Naidoo.

Meanwhile, Natesan highlights the good governance imperative of fair and responsible remuneration that is transparent and defendable. ‘Enhanced disclosure can help restore trust, align remuneration with performance and empower shareholders to exercise informed oversight,’ she says. However, this must be carefully balanced with our socio-economic realities and security issues in order to protect the directors who lead the companies that drive SA’s economy and provide the pay cheques.

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