This briefing evaluates the 2025 annual general meetings (AGMs) of 25 publicly listed South African companies in two areas:
i. Compliance with key provisions of the Companies Act 71 of 2008, as amended, and its regulations, and the Companies and Intellectual Property Commission (CIPC) Guidelines for electronic participation in AGMs; and
ii. The effectiveness of the way the AGMs were conducted in promoting meaningful shareholder engagement.
The AGMs took place in the first half of 2025. Just Share staff observed and/or participated in each of them.
The companies assessed obtained an average score of 53% for compliance with the Companies Amendment Act and the CIPC Guidelines. Companies perform well in areas such as presentation of key reports and appointment of committees and auditors, but poorly in meeting CIPC requirements relating to ensuring equality of online participation compared to in-person participation.
This is concerning given the increasing use made of hybrid and electronic-only AGM formats. The companies assessed obtained an average score of 65% for the effectiveness of their AGMs in promoting meaningful shareholder engagement. Companies perform well in areas such as the board chair providing a welcome and framing remarks, but poorly in other key areas. Of particular concern is the large share of companies (48%) which only provide an opportunity for questions after voting has taken place, thus nullifying one of the primary aims of AGM questions, namely, to inform and improve shareholder voting.
The top three companies overall (i.e., combining compliance and effectiveness scores) are Nedbank Group Limited, Coronation Fund Managers Limited, and Absa Group Limited. The three worst scoring companies are ArcelorMittal South Africa Limited, Nutun Limited
(formerly Transaction Capital Limited) and Thungela Resources Limited. The electronic AGM service providers operating in South Africa provide differing options and functionalities but have all significantly expanded and improved their offerings since the first electronic-only AGMs were held during the Covid-19 pandemic. The type of functionality used in an AGM is at the discretion of the company hosting it. There is therefore no reason to blame noncompliant AGMs on service providers, and functionality should be selected to ensure compliance with all regulations and guidelines.
AGMs conducted with undue speed are inherently incompatible with meaningful shareholder engagement. Three of the assessed companies’ AGMs lasted less than 20 minutes: all three of these also scored less than 60% overall for compliance and effectiveness, and two scored less than 40%. 13 of the assessed companies enabled easy AGM access for non-shareholders, where guests could register at least thirty minutes before the AGM and attend as observers; for twelve companies, guest AGMs under the microscope access was a more arduous process, and in two of these cases companies required non-shareholders, as per their AGM notices, to write to the company secretary requesting access.
There is significant room for improvement in relation to AGM minutes. Only eight of the assessed companies had published minutes of the previous year’s AGM by the time they hosted this year’s AGM. Only five of these documented the AGM Q&A session in these minutes, and all the Q&A records that were documented were paraphrased, rather than captured verbatim. This means that shareholders have no board provided record of their AGM interactions, and that other stakeholders are unable to access board responses to shareholder concerns and commitments that may arise from such interactions.
At the time of writing, the only assessed companies that had published minutes of their 2025 AGMs, albeit with paraphrasing of the Q&A session, were Sibanye-Stillwater Limited, Nedbank Group Limited and Sanlam Limited
