Virtual Annual General Meetings in South Africa: Navigating Governance Challenges (Journal of African Law)

Summary

• Since 2022, among 703 AGMs facilitated by the JSE and Computershare South Africa, 63 per cent of listed companies held their AGMs virtually, 25 per cent in a hybrid format, and 12 per cent in person.p.2
• Globally since 2022, 70% of shareholders' meetings in the USA, 60% in Canada, and 50% in the Middle East have been held virtually.p.2
• A 2025 study evaluating 25 South African public listed companies found that 40 per cent did not allow questions during virtual AGMs and 48 per cent allowed questions only after voting took place.p.8
• The 2025 study revealed that only 36% of the 25 evaluated South African public listed companies permitted online shareholders to interact with each other during virtual AGMs.p.9
• In 2024, Ninety One Limited held a virtual AGM that lasted 11 minutes before voting, with only 2 minutes allocated for the question-and-answer session.p.10
• Paragraph 3.91 of the JSE Listings Requirements requires public listed companies to publish voting results on SENS within 48 hours after each AGM.p.15

Key insights

1. Under section 61(7) of the Companies Act, public companies must convene an AGM within 18 months of incorporation and annually within 15 months of the previous AGM.p.5
2. Section 61(10) of the Companies Act requires every shareholders' meeting of a public company to be reasonably accessible for electronic participation by shareholders within South Africa.p.7
3. Restricting or pre-screening shareholder questions during virtual AGMs contravenes sections 61(8)(d) and 63(2) of the Companies Act regarding concurrent communication and raising unannounced matters.p.9
4. Although Strate Directive SC.5 regulates electronic voting instructions for listed equities, the Companies Act lacks explicit statutory provisions governing how electronic votes are cast or counted.p.13
5. The author recommends amending section 63 of the South African Companies Act to explicitly regulate real-time electronic voting, voting safeguards, and verification procedures.p.14
6. To address identity theft and unauthorized access, companies can use unique personal identification numbers, access codes, or virtual waiting rooms to authenticate shareholders.p.16
7. The author proposes adopting a statutory rule similar to section 392(2A) of the Singapore Companies Act to invalidate virtual AGMs only when technical disruptions cause substantial injustice.p.18