The adoption of the Amendment Bill brings about the second set of material alterations to the Act which was (effectively) promulgated into law in 2011.

The Amendment Bill appears to have been adopted with a view to achieving the following main objectives.

• In line with South Africa’s attempts at addressing deficiencies in its anti-money laundering regime the introduction of enhanced transparency and disclosure obligations;

• Addressing shortcomings, uncertainty and/or other ambiguous provisions within the Act

• Increasing shareholder participation in the determination of remuneration paid to company executives

• shareholders to have a greater say on executive remuneration through binding votes;

• removing certain administrative burdens associated with inter group company transactions.

A summary of the totality of the changes which the Amendment Bill seeks to achieve are as follows:

• Insert certain definitions and amend the definition of ‘‘securities’’;

• to clarify when a Notice of Amendment of a Memorandum of Incorporation takes effect;

• to provide for the Commission to publish, as prescribed, the notice of the location of a company’s records;

• to differentiate where the right to gain access to companies’ records may be limited;

• to provide for the preparation, presentation and voting on companies’ remuneration policy and directors’ remuneration report;

• to provide for the filing of a copy of the annual financial statements;

• to empower the court to validate the irregular creation, allotment or issue of shares;

• to clarify that shares which are not fully paid are to be transferred to a stakeholder and dealt with in terms of a stakeholder agreement;

• to exclude the subsidiary company from the requirements relating to financial assistance;

• to provide for instances where a special resolution is required for the acquisition by a company of its own shares;

• to provide for a social and ethics committee report and remuneration report to also be presented at an annual general meeting of a public company;

• to provide for the circumstances under which a private company will be a regulated company;

• to provide for the publication of the application for exemption from the requirement to appoint a social and ethics committee;

• to deal with the composition of the social and ethics committee;

• to provide for the preparation by the social and ethics committee of a social and ethics committee report, as prescribed, to be presented at the annual general meeting or shareholders meeting, as the case may be;

• to provide, in respect of a private company, personal liability company or non-profit company, for the appointment of an auditor at a shareholders’ meeting if such appointment is a requirement in terms of the Act;

• to extend the definition of an employee share scheme to include situations where there are purchases of shares of a company;

• to provide for the determination by the Minister, in consultation with the Panel, of financial thresholds, for purposes of identifying the private companies to which Parts B and C of Chapter 5 of the Act apply;

• to provide for post-commencement finance for unpaid amounts that are due to the landlord during business rescue proceedings;

• to provide for the Commission to substitute a contested name of a company under certain circumstances;

• to provide for mediation, conciliation and arbitration by the Companies Tribunal only in respect of relief or complaints in terms of the Act;

• to further provide for the operation and governance of the Companies Tribunal; and

• to provide for pronouncements that may be issued by the Financial Reporting Standards Council.