22 June 2021
In the television show Survivor, the jury consists of a group of eliminated castaways that return to witness the remaining castaways at the Tribal Councils. The information they take in from these visits is supposed to help them decide who to vote for to win the ultimate cash prize and title of Sole Survivor at the end of the game at the Final Tribal Council. The Final Tribal Council can be likened to an annual general meeting (AGM) of a company because some of the most critical corporate actions are approved at such a meeting and much like some jury members, disgruntled shareholders tend to use their leverage to vote down certain resolutions. This article discusses the growing tendency of minority shareholders voting against, and in some instances having enough power to vote down, important special resolutions such as those for directors’ remuneration (in terms of section 66(9) of the Companies Act 71 of 2008 (Companies Act)) and intra-group financial assistance resolutions (in terms of section 45(3)(a)(ii) of the Companies Act) at AGMs, and how companies can address or mitigate this going forward.