FSCA Publishes Amendments To JSE Listings Requirements

On 25 May 2026, the JSE published proposed amendments to the JSE Listings Requirements, following recent changes to the Companies Act, 2008 (the “Companies Act”) in respect of enhanced remuneration disclosures (refer to this article). The Financial Sector Conduct Authority (“FSCA”) has now published a revised version of the proposed amendments to the JSE Listings Requirements.

The FSCA’s notice was published on 14 August 2026 and interested persons may lodge objections to the proposed amendments with the FSCA within 14 days of the notice.

A summary of the key proposed amendments is as follows:

1. Remuneration policy and implementation report

The requirement for listed companies to table their remuneration policy and implementation report for separate non-binding advisory votes at each AGM will be removed. This is on the basis that sections 30A and 30B of the Companies Act now regulate the approval of remuneration policies and remuneration reports for domestic issuers.

For foreign companies with a primary listing on the JSE, and issuers with weighted voting share structures, the JSE will retain the requirement for a non-binding advisory vote on the remuneration policy and implementation report. The threshold for triggering an obligation to invite dissenting shareholders to engage with the issuer will remain at 25% of votes exercised against the policy or report (reduced from the 50% threshold initially proposed). Foreign applicant issuers may apply for a waiver where they can demonstrate that a binding remuneration vote is required in their home jurisdiction, similar to the South African statutory requirements.

2. Share incentive schemes and dilutive schemes

The JSE believes that remuneration (including incentives) will be adequality dealt with under the Companies Act’s disclosure provisions in terms of section 30(6), as well as the new shareholder approval requirements in sections 30A and 30B. As a result, the JSE proposes to remove the existing Schedule 9 (Requirements for share incentive schemes) and introduce a new Schedule 9 focused on requirements for “dilutive schemes” (schemes that result in the issue of new equity securities or use of treasury shares). The JSE’s role in dilutive schemes will be reduced. Key requirements for dilutive schemes will include:

• Approval by ordinary resolution of all equity securities holders;
  • Disclosure of:
    • the category of participants;
    • a fixed maximum total number of equity securities that may be issued under the scheme;
    • a fixed maximum number of equity securities for any one participant; and
    • the treatment of equity instruments (vested and unvested) in mergers, takeovers or corporate actions;
• Amendments to key scheme terms require ordinary resolution approval by all equity securities holders, excluding the votes of equity securities owned or controlled by persons who are existing participants in the dilutive scheme;
• Governance requirements for scheme trustees/administrators and restrictions on voting and dealing in securities held by schemes; and
• Submission of scheme documents to the JSE for approval.

3. Consequential amendments

As a result of the proposed amendments above, certain consequential amendments will be made throughout the JSE Listings Requirements.

Conclusion

The FSCA will consider the objections to the proposed amendments (if any) and if it decides to approve or amend the proposed amendments, the FSCA will publish the amendments on its website and by notice in the Government Gazette, together with the operative date of the amendments.