Shareholder opposition intensified across JSE Top 40 companies last year, according to Georgeson.
The global corporate governance advisory firm’s 2025 South Africa AGM Season Review reveals that:
- 110 company-proposed resolutions attracted more than 10% shareholder opposition: up 19 (18,9%) from 91 in 2024.
- 36 JSE Top 40 companies faced at least one contested proposal (more than 10% opposition).
- However, shareholders rejected just four board proposed resolutions in 2025: down from five in 2024 and down from 10 in 2023.
Bennie van der Westhuizen, CEO of Computershare South Africa, comments: “South Africa’s governance regulations and governance frameworks — including upcoming binding votes on executive pay, which have the potential for significant industry change, and JSE listing updates — are changing.
“Shareholder expectations on remuneration outcomes and governance transparency are also on the rise, with boards in particular potentially facing closer scrutiny and enhanced disclosure.”
Nearly half (48,5%) of the 16 resolutions on remuneration policy and the 18 (47,4%) on remuneration reports attracted more than 10% contested resolutions.
Two remuneration-related resolutions failed (down from seven in 2023), suggesting companies had more successfully addressed core investor concerns ahead of voting.
Director elections
Director elections accounted for the largest number of contested resolutions by volume, with 22 elections receiving more than 10% opposition.
However, the report said that overall shareholder support for directors remained high (99,3%).
Key influences
The report also highlighted the following factors in shaping voting outcomes:
- The influence of proxy advisor recommendations.
- South Africa’s evolving corporate governance framework, including the Companies Amendment Act 16 of 2024.
- Pay gap disclosure requirements.
- Regulatory changes including the introduction of King V corporate governance code and updates to the JSE listings requirements.