Page 37 - Profmark_2024_Directors Guide

The Amendment Act clears up the previously confusing wording of this section, and
states the particulars applicable to remuneration should apply to prescribed officers as
well, and that it will be a requirement that each individual is named. In addition, the
insertion of Section 30A provides that, in line with King IV ™, public and state-owned
companies are required to prepare and present a remuneration policy with details of the
remuneration and benefits awarded to individual directors and prescribed officers – for
approval by the shareholders by ordinary resolution, at the AGM. The remuneration policy
must be presented thereafter for approval by ordinary resolution at the AGM and every
three years or whenever any material change to the remuneration policy is made. The
amendment sets out what must be included in the remuneration report – which would
include a background statement, the remuneration policy, an implementation report,
as well as the gap between their highest paid and lowest paid employees, the average
remuneration of all employees etc. This report must be approved by the board and
presented to the shareholders at the AGM and voted by the shareholders for approval.
The implementation report and the remuneration policy shall be construed as separate
documents with separate voting requirements which shall be approved by ordinary
resolution.

Public Interest Score Formula
(For Purposes of Regulations 27–30, 43, 127 and 128)
Every company must calculate its public interest score for each financial year, calculated as
the sum of the following:
■ Number of points equal to the average number of employees of the company during the
financial year
■ One point for every R1 million (or portion thereof) in third party liability of the company at
the financial year end
■ One point for every R1 million (or portion thereof) in turnover during the financial year, and
■ One point for every individual who at the end of the financial year, is known by the
company:
■ in the case of a profit company, to directly or indirectly have a beneficial interest in any
of the company’s issued securities, or
■ in the case of a non-profit company, to be a member of the company or a member of
an association that is a member of the company

Exemption of Owner-Managed Companies
If every person in a particular company both holds, or has a beneficial interest in, any
securities issued by that company and is also a director of that company, then that
company is exempt from the requirement to have its annual financial statements audited
or independently reviewed. This exemption:

35