About the Author(s)


Moses Jachi Email symbol
School of Accountancy, Faculty of Economic and Management Sciences, Stellenbosch University, Stellenbosch, South Africa

Henriette E. Scholtz symbol
School of Accountancy, Faculty of Economic and Management Sciences, Stellenbosch University, Stellenbosch, South Africa

George F. Nel symbol
School of Accountancy, Faculty of Economic and Management Sciences, Stellenbosch University, Stellenbosch, South Africa

Citation


Jachi, M., Scholtz, H.E. & Nel, G.F., 2026, ‘Who drives transparency? Examining the role of pay, power and people in remuneration governance disclosure’, Journal of Economic and Financial Sciences 19(1), a1066. https://doi.org/10.4102/jef.v19i1.1066

Original Research

Who drives transparency? Examining the role of pay, power and people in remuneration governance disclosure

Moses Jachi, Henriette E. Scholtz, George F. Nel

Received: 03 July 2025; Accepted: 27 Nov. 2025; Published: 16 Jan. 2026

Copyright: © 2026. The Author(s). Licensee: AOSIS.
This work is licensed under the Creative Commons Attribution 4.0 International (CC BY 4.0) license (https://creativecommons.org/licenses/by/4.0/).

Abstract

Orientation: This study investigates the structural and behavioural determinants of remuneration governance disclosure (RGD) among Johannesburg Stock Exchange (JSE)-listed firms. It frames pay (incentive remuneration) as a behavioural driver, power (board characteristics) as a structural mechanism, and people (ownership structures) as embodying both roles.

Research purpose: The study examines the impact of executive remuneration structures, board dynamics and ownership patterns on RGD, providing insights into transparency practices within JSE-listed firms.

Motivation for the study: The motivation stems from growing concerns over corporate transparency and accountability in emerging markets, particularly in South Africa, where governance and disclosure are critical for mitigating information symmetry and enhancing stakeholder confidence.

Research approach/design and method: The study employs a cross-sectional analysis of firm-level data from JSE-listed firms for the 2023 financial year. Descriptive statistics and multiple regression were used to assess the influence of incentive-based remuneration, board characteristics, and ownership structures on RGD.

Main findings: Firms with higher levels of incentive-based executive remuneration, larger board sizes and greater institutional ownership are associated with significantly enhanced RGDs. This highlights the critical role of incentive alignment, governance architecture and ownership oversight in shaping corporate disclosure behaviour.

Practical/managerial implications: Policymakers and regulatory bodies may consider strengthening RGD frameworks to bolster investor trust and ethical governance across South Africa and comparable jurisdictions.

Contribution/value-add: This study contributes to the literature by investigating how pay, power and people influence remuneration disclosure outcomes, advancing understanding of the governance mechanisms that drive transparency.

Keywords: remuneration governance disclosure; incentive remuneration; board characteristics; ownership structure; transparency.

Introduction

In the wake of recurrent corporate scandals and the intensification of global efforts towards responsible capitalism (Cole, Johan & Schweizer 2021; Giuliani 2018), remuneration governance disclosure (RGD) has emerged as a defining benchmark of good corporate governance (Harvey, Maclean & Price 2020; Mumu et al. 2021). In particular, the transparency surrounding executive remuneration has drawn increasing scrutiny from regulators, investors and the public (Scholtz, Nel & Smit 2022). While executive remuneration is increasingly used as a strategic tool for attracting and retaining talent, its disclosure is equally critical for ensuring alignment with performance, integrity in governance and foster shareholder trust.

South Africa offers a multifaceted context for investigating remuneration governance. As one of the most advanced capital markets on the African continent, the Johannesburg Stock Exchange (JSE) hosts firms operating across diverse sectors, engaging both local and international investor communities (Ebatamehi 2025). Yet this economic sophistication exists alongside stark income inequality, socio-economic disparities (Francis & Webster 2019) and persistent calls for corporate accountability following governance failures in both the public and private sectors (Gudo 2024; Rossouw & Styan 2018). These realities render RGD not merely a regulatory exercise but a broader social and political imperative. The country’s high Gini coefficient (World Bank 2025), history of economic exclusion and enduring debates over fairness and transformation, especially in sectors with public visibility or state ownership, have elevated executive remuneration to a matter of public concern (Valodia & Ewinyu 2023). Against this backdrop, South Africa’s principle-based governance regime, particularly the King reports, offers a mature framework for assessing remuneration governance transparency. This interplay of institutional rigor, socio-political salience and market complexity makes JSE an ideal setting for examining how firms navigate the structural and stakeholder pressures that shape remuneration governance.

Within this setting, the King IV report on corporate governance (King IV) provides a principle-based framework aimed at promoting transparency, ethical leadership and stakeholder inclusivity (IoDSA 2016). It espouses the ‘apply and explain’ philosophy, requiring companies not just to comply with governance norms but also to articulate the rationale behind their governance practices. However, despite such guidance, firms exhibit varied levels of disclosure quality, prompting the question: what drives these differences in RGD?

This study explores that question by examining how board executive remuneration structures (pay), board dynamics (power) and ownership patterns (people) influence RGD. ‘Pay’ refers to the incentives awarded to executive directors, particularly performance-linked remuneration that theoretically aligns the interests of executives with those of shareholders. ‘Power’ encompasses the configuration of the board, its size and diversity, which influences decision-making, oversight and strategic direction. ‘People’ refers to the ownership architecture, particularly the influence of shareholders with either managerial (director shareholding) or institutional (institutional shareholding) power. Together, these dimensions represent internal and external forces that shape how transparently remuneration practices are disclosed.

From a theoretical perspective, this study is anchored in a multi-theoretical framework comprising agency theory, stakeholder theory, institutional theory, resource dependency theory and political cost theory. Agency theory highlights the potential conflicts between executives (agents) and shareholders (principals) and the need for disclosure to mitigate information asymmetries (Jensen & Meckling 1976). Stakeholder theory expands this view by recognising that employees, communities, regulators and other stakeholders also hold legitimate interests in how executive remuneration is structured and communicated (Freeman 1984). Institutional theory accounts for the regulatory, normative and cognitive pressures, such as compliance with King IV and investor expectations, that shape disclosure practices beyond mere economic rationality (DiMaggio & Powell 1983). Resource dependency theory posits that board structures, including size and diversity, serve as channels through which firms secure external resources, legitimacy and stakeholder approval, factors that influence the level of RGD (Pfeffer & Salancik 1978). Finally, political cost theory emphasises the strategic use of disclosure as a tool for legitimacy management, suggesting that firms with high executive remuneration or public exposure may disclose more, or less, in response to reputational risk, stakeholder scrutiny or anticipated regulatory intervention (Watts & Zimmerman 1978).

Prior research has examined executive remuneration in South Africa through various lenses, including performance sensitivity (Bussin 2015), governance effectiveness (Scholtz, Jachi & Nel 2025) and shareholder activism (Viviers et al. 2019). However, relatively few studies have focused specifically on the extent to which firms transparently articulate the structure, rationale and outcomes of remuneration policies. This gap is significant given the increasing importance of RGD as a mechanism for accountability, stakeholder trust and governance legitimacy.

This study addresses this gap by providing descriptive empirical evidence on what internal governance structures and external ownership forces shape remuneration governance among JSE-listed firms. It contributes to a growing body of literature that sees RGD not merely as a checklist of compliance mechanisms but as a dynamic, context-sensitive practice. In so doing, it echoes calls for a more granular understanding of governance disclosure, one that appreciates the intersection of economic incentives, boardroom power structures and stakeholder engagement. Crucially, it advances research situated in emerging markets, where governance norms interact with complex political economies and developmental challenges. The principal empirical contribution of this study is the construction and disclosure of a comprehensive RGD index. The index comprises 35 items derived from King IV, guidelines and the remuneration disclosure literature; each item is hand-coded from integrated reports, and the full instrument is provided in Appendix A (TABLE 1-A1).

To this end, the study adopts a quantitative research approach to examine how constructs of pay, power and people interact to influence RGD. Specifically, it investigates whether firms with higher executive incentive remuneration (IREM), larger and more gender-diverse boards and more concentrated managerial or institutional ownership are more likely to exhibit transparent disclosure. By interrogating these structural and behavioural determinants, the article moves beyond simplistic compliance narratives and offers a deeper understanding of transparency in emerging market settings.

The rest of the article proceeds as follows. Section 2 outlines the review of prior related literature and hypotheses development, while Section 3 details the methodology and data sources. Next, Section 4 discusses the study findings in light of theoretical and practical considerations, and Section 5 concludes the study with reflections on the broader significance of remuneration transparency in South Africa’s corporate governance landscape.

Literature review and hypothesis development

Understanding RGD dynamics requires a multifaceted exploration of corporate governance literature. This section explores contemporary debates on executive remuneration (pay), board power structures (power) and ownership configurations (people) to identify the factors that potentially shape disclosure practices. The literature reviewed is organised around the three central pillars of this study – pay, power and people, each representing a conceptual domain through which transparency in remuneration governance may be driven or inhibited. The discussion is embedded within the framework of agency theory, stakeholder theory, institutional theory, resource dependency theory and political cost theory, with an emphasis on empirical findings from both developed and emerging markets.

Executive directors’ incentive remuneration (pay)

Executive remuneration, particularly the variable component tied to performance (IREM), remains a central pillar in corporate governance discourse globally. Theoretically, incentive-based remuneration is premised on agency theory, which posits that aligning executive remuneration with firm performance mitigates agency conflicts and promotes shareholder value maximisation (Jensen & Meckling 1976; Murphy 1999). However, for this alignment to be credible and legitimate, transparent disclosure is essential. Comprehensive remuneration disclosure enables stakeholders to assess whether remuneration outcomes are justifiable, performance linked and ethically grounded (Bebchuk & Fried 2004; Conyon & He 2011).

In South Africa, executive remuneration disclosure has faced heightened scrutiny because of concerns over excessive pay, opacity and weak alignment with firm performance (Mans-Kemp & Viviers 2018; Ntim, Lindop & Thomas 2013; Siwendu et al. 2024; Viviers 2015). King IV attempts to address these concerns by mandating not just disclosure but also justification and stakeholder-aligned rationale for remuneration outcomes (Delport, Oberholzer & Van Rooyen 2024; IoDSA 2016). However, the implementation of these principles has been inconsistent, with significant variation observed across firms and sectors (Scholtz et al. 2022).

Importantly, political cost theory offers insight into firms’ disclosure of executive remuneration, suggesting that those firms with high profits, high IREM or public visibility may face greater pressure and respond with increased transparency to manage legitimacy or impressions (Haniffa & Cooke 2002; Watts & Zimmerman 1978). In unequal and discontented contexts like South Africa, firms may enhance disclose to mitigate reputational and regulatory risks, particularly when remuneration packages are perceived disproportionate or unjustified.

Empirical studies offer mixed evidence on the remuneration levels–disclosure relationship. For instance, Barkemeyer et al. (2014) found that firms with complex and generous remuneration structures were more likely to disclose detailed narratives to justify such arrangements. Similarly, Harvey et al. (2020) observed that high IREM triggered stronger disclosure responses among firms seeking legitimacy and stakeholder approval. On the other hand, Bebchuk and Fried (2004) argue that firms may also engage in strategic obfuscation, where disclosure is deliberately vague or minimal, to deflect criticism or avoid regulatory backlash.

South African studies have echoed this tension. Scholtz et al. (2022) found that some JSE-listed firms responded to King IV by enhancing narrative disclosure, while others continued to rely on boilerplate statements, particularly in contentious sectors. This heterogeneity implies that the relationship between IREM and disclosure is not merely linear but mediated by governance norms, stakeholder pressure and perceived political costs. We therefore hypothesise that:

H1: There is a relationship between executive directors’ incentive remuneration and levels of remuneration governance disclosure.

Board structure (power)

Board structure, encompassing size and gender diversity, plays a pivotal role in remuneration governance practices. From an agency theory perspective, the board functions as a central monitoring mechanism, tasked with protecting shareholder interests and overseeing executive remuneration (Fama & Jensen 1983). Larger and more diverse boards are generally assumed to strengthen oversight, mitigate agency conflicts and encourage transparency. However, the influence of board structure on RGD is complex and context dependent, warranting multidimensional theoretical and empirical consideration.

Board size is often associated with increased capacity for oversight and specialisation. Larger boards may draw from a broader pool of skills and perspectives, potentially leading to more robust deliberation and more detailed disclosures (Boateng et al. 2022). Resource dependency theory supports this view by suggesting that larger boards provide access to critical resources, including legitimacy, information and stakeholder linkages (Pfeffer & Salancik 1978). These resources are particularly relevant in environments like South Africa, where firms must navigate complex regulatory expectations and stakeholder demands. Empirical studies have supported this assertion, finding that board size is positively related with governance quality and disclosure, particularly in emerging markets (Ntim & Soobaroyen 2013).

However, a competing strand of the literature warns that excessively large boards may suffer from coordination inefficiencies, diluted responsibility and reduced effectiveness in monitoring executives (Jensen 1993). Beiner et al. (2004) and Jenter, Schmid and Urban (2023) found that beyond an optimal size, the marginal benefit of adding board members diminishes, sometimes resulting in weaker control over contentious issues such as executive remuneration. In the South African context, board size must also be understood in light of transformational imperatives, compliance with King IV and the sectoral complexity of JSE-listed firms, all of which influence how effectively board size translates into transparent disclosure.

Board gender diversity, meanwhile, has emerged as both a normative and instrumental aspect of good governance. Proponents of gender-diverse boards argue that women bring distinct ethical orientations, stakeholder sensitivity and risk aversion that enhance deliberation and improve transparency (Alkhawaja et al. 2023; Gul, Srinidhi & Ng 2011). Stakeholder theory further supports the idea that diverse boards are better positioned to consider broader societal expectations, particularly in relation to fairness and equity in remuneration practices. In line with this, King IV explicitly advocates for diversity, equity and inclusion as key governance principles (IoDSA 2016).

Empirical evidence from emerging markets supports the positive impact of gender diversity on disclosure. Studies by Alkhawaja et al. (2023) and Yilmaz et al. (2023) found that female board representation was associated with enhanced environmental, social and governance (ESG) reporting, including remuneration practices. In South Africa, Toerien, Breedt and De Jager (2023) documented a positive association between board gender diversity and ESG transparency, although the authors caution that the effect is stronger when women hold influential roles or serve on key committees such as remuneration and audit.

Nonetheless, some studies highlight limitations. Muhammad, Migliori and Mohsni (2023) and Terjesen, Sealy and Singh (2009) argue that without a critical mass or meaningful influence, female representation may be symbolic or tokenistic, limiting its impact on governance outcomes. This concern is particularly salient in South Africa, where transformation policies have led to increases in female board representation but not necessarily in decision-making authority (Abdelkader, Gao & Elamer 2024).

Taken together, board size and gender diversity represent structural dimensions of board power that can shape RGD through multiple pathways, including enhanced oversight, stakeholder legitimacy and resource mobilisation. Their effect, however, is likely contingent on broader institutional factors such as regulatory expectations, market pressures and internal governance culture. We therefore hypothesise that:

H2: There is a relationship between board size and levels of remuneration governance disclosure.

H3: There is a positive relationship between board gender diversity and levels of remuneration governance disclosure.

Ownership structure (people)

Ownership structure, particularly the presence of managerial (insider) and institutional (outsider) shareholders, has a significant bearing on corporate governance dynamics and transparency outcomes. Both ownership types exert influence over strategic decision-making, including the disclosure of executive remuneration. Their effects, however, are theoretically and empirically complex, reflecting both monitoring and entrenchment incentives.

From an agency theory perspective, managerial ownership (also referred to as director or insider shareholding) is traditionally viewed as a mechanism for aligning the interests of executives with those of shareholders. When executives hold a meaningful equity stake in the firm, they are more likely to act in certain ways that enhance firm value, potentially including better governance and disclosure practices (Fama & Jensen 1983; Morck, Shleifer & Vishny 1988). Moderate levels of managerial ownership can therefore mitigate agency costs by increasing commitment to accountability. This alignment may lead to enhanced transparency, including the justification of executive remuneration.

However, institutional theory and more recent governance literature suggest a non-linear or even inverse relationship at higher levels of insider ownership. Excessive managerial ownership may lead to entrenchment, where executives get sufficient control to resist external scrutiny, reduce board independence and supress disclosure to avoid criticism or regulatory attention (Eng & Mak 2003; Shleifer & Vishny 1989). In the South African context, characterised by concentrated ownership and relatively high levels of managerial control in some sectors, this dynamic may result in reduced transparency and weakened stakeholder engagement (Ntim 2012). Empirical evidence from emerging markets supports these concerns, as firms with high managerial ownership have been observed to under-disclose contentious governance issues, including executive remuneration (Singh et al. 2022).

Conversely, institutional ownership is often seen as a counterbalance to managerial dominance. Institutional investors such as pension funds, asset managers and insurance companies are generally regarded as sophisticated stakeholders who demand accountability, standardised reporting and sound governance practices (Hartzell & Starks 2003). From a monitoring hypothesis perspective, their presence serves as a deterrent to managerial opportunism and can incentivise firms to improve the transparency of remuneration disclosures to maintain investor confidence (Anguilera et al. 2012).

Nonetheless, the influence of institutional investors is not uniformly positive. Under the tunnelling effect, a concept derived from entrenchment and conflict-of-interest theories, dominant or affiliated institutional investors may collude with management to expropriate value from the firm at the expense of minority shareholders, particularly in markets with weak investor protections (Cheung et al. 2006; La Porta et al. 1999). In such cases, institutions may pressure firms to limit disclosure of sensitive governance matters, including remuneration, to obscure preferential arrangements or avoid triggering regulatory scrutiny. This duality highlights the complex role that institutional investors can play, as either transparency-enhancing monitors or opportunistic actors complicit in obfuscation.

South African evidence reflects both sides of this narrative. Naidu (2024) finds that institutional investors have played a critical role in improving RGD by demanding King IV compliance and integrated reporting. However, in domestically concentrated settings or in firms with crossholdings, institutional oversight has been less consistent, raising concerns about passive monitoring or selective disclosure practices.

Taken together, managerial and institutional ownership reflect the ‘people’ dimension of remuneration governance, each exerting distinct pressures on disclosure. Their effects are shaped by ownership concentration, regulatory environments and the balance of power between insiders and external stakeholders. We therefore hypothesise that:

H4: There is a relationship between director shareholding and levels of remuneration governance disclosure.

H5: There is a relationship between institutional shareholding and levels of remuneration governance disclosure.

Integrative theoretical framing

This study employs an integrative theoretical framework combining agency theory, stakeholder theory, institutional theory, resource dependency theory and political cost theory to examine the drivers of RGD. Together, these perspectives illuminate the structural and behavioural forces that shape a firm’s disclosure practices, particularly in the emerging market context of South Africa.

At its core, agency theory provides the foundational rationale for linking executive remuneration to disclosure practices. It posits that separation between ownership and control introduces agency conflicts, which performance-linked remuneration, as a bonding mechanism, seeks to mitigate (Jensen & Meckling 1976). However, such incentive schemes must be accompanied by transparent disclosure, as a monitoring mechanism, to allow shareholders and other stakeholders to assess their fairness and effectiveness (Bebchuk & Fried 2004). Hence, ‘pay’ is not just a compensation mechanism but a behavioural signal that requires disclosure for legitimacy.

Stakeholder theory broadens this perspective by recognising the diverse and sometimes competing interests of multiple parties, including employees, regulators, the media and the general public (Freeman 1984). In this view, remuneration governance and its disclosure are not only about aligning with shareholders but about securing legitimacy across a wider network of stakeholders. Board dynamics, in particular ‘power’ variables such as board size and gender diversity, plays a central role in responding to stakeholder expectations and enhancing transparency in ethically and socially sensitive matters like executive remuneration.

Institutional theory adds a macro-level layer by acknowledging the normative and coercive pressures that firms face within their institutional environments (DiMaggio & Powell 1983). Regulatory frameworks such as the JSE listing requirements, which enforce compliance with best practice requirements such as those enshrined in King IV and other investor-led initiatives, exert pressure on firms to conform the best practice disclosure standards. These institutional forces are especially potent in dual environments like South Africa, where firms are accountable to both local shareholders and to global capital markets. Ownership structures ‘people’, particularly institutional investors, are key conduits for such pressures.

Resource dependency theory further explains how board structures enable firms to manage external pressures and dependencies (Pfeffer & Salancik 1978). Larger and more diverse boards are seen as better equipped to secure critical resources, enhance legitimacy and navigate complex governance challenges. These structural features can also improve board capacity to oversee executive remuneration and ensure transparent, stakeholder-aligned disclosures.

Finally, political cost theory provides a critical lens for understanding disclosure behaviour as a strategic response to reputational risk and public scrutiny (Watts & Zimmerman 1978). It posits that firms with high profitability, prominent market positions or controversial remuneration practices may face greater political and societal pressure, thereby incurring higher ‘political costs’. In such cases, disclosure serves as a legitimising tool used to pre-empt criticism, regulatory intervention or shareholder dissent. This is particularly relevant in South Africa, where executive remuneration is a politically charged issue amid extreme income inequality and socio-economic transformation agendas. As such, firms may voluntarily enhance RGD to manage political costs and maintain their social license to operate.

Taken together, these theories support the view that RGD is not simply a function of regulation or internal policy, but a strategic and multidimensional outcome shaped by behavioural incentives (pay), structural governance mechanisms (power) and ownership pressures (people). This theoretical pluralism provides a fertile ground for interrogating how JSE-listed firms navigate the intersection of internal governance dynamics and stakeholders’ expectations in shaping RGD. Table 1 presents a summary of study hypotheses and respective theoretical justifications.

TABLE 1: Hypotheses summary and theoretical justifications.

Research design, study sample and operationalisation of variables

Research design, study sample and data sources

This study adopts a cross-sectional quantitative design, drawing on firm-level data from JSE-listed firms for the 2023 financial year. A stratified random sampling approach was used to select 100 firms across key sectors to ensure representation. A defining feature of this study’s methodology is the manual hand-collection of critical variables from integrated annual reports. Specifically, data on RGD and IREM were meticulously extracted from the firms’ integrated reports. The hand-collection process enabled an in-depth evaluation of narrative disclosures, policy articulation and remuneration structures, facets often under-represented or inconsistently coded in online commercial databases. This manual approach was essential for capturing the richness and heterogeneity of remuneration governance practices among sample firms. In addition, board characteristics, specifically board size and gender diversity, were collected from both the integrated reports and Bloomberg, while ownership structure, firm size, leverage and performance indicators were sourced from the Bloomberg and Iress databases. To account for observable firm-specific differences, the study employs cross-sectional regression analysis.

Sample adequacy and statistical power

The study uses a cross-sectional dataset of 100 JSE-listed firms for the 2023 financial year. The regression model includes nine explanatory variables - five main independent variables (incentive remuneration, board size, board gender diversity, institutional ownership, and managerial ownership) and four control variables (firm size, industry, leverage, and return on assets [ROA]). According to the widely accepted rule of thumb that at least 10 observations are required per explanatory variable in ordinary least squares (OLS) regression (Green 1991; Harrell 2015), a minimum of 90 observations would be necessary to obtain reliable estimates. With 100 firm-level observations, the ratio of observations to parameters (N/K = 11.1) exceeds this threshold, ensuring adequate degrees of freedom and sufficient statistical power for robust estimation. Furthermore, sensitivity checks excluding outliers produced consistent results, confirming that the sample size is adequate for the purposes of this study.

Validity and reliability

To ensure validity and reliability, this study employed a multi-pronged methodological approach grounded in established corporate governance and accounting literature. Construct validity was achieved by aligning all variable operationalisations, particularly the RGD index, with King IV principles and internationally recognised best practices. Each disclosure item was theoretically informed and contextually adapted to reflect South African governance standards. Content validity was enhanced through manual (hand) collection of data from integrated reports, allowing for a richer and more accurate interpretation of narrative disclosures concerning pay–performance alignment, policy rationale and stakeholder engagement, dimensions often obscured in automated datasets.

Operationalisation of variables

The operationalisation of variables in this study follows established corporate governance and accounting literature, ensuring conceptual clarity and empirical validity.

Dependent variable: Remuneration governance disclosure

The primary outcome variable in this study is RGD, operationalised as a composite disclosure score. This index was developed through a comprehensive content analysis of the 2023 integrated reports of the sampled firms. Each firm was assessed against a set of 35 disclosure attributes,1 derived from King IV best practices in executive remuneration reporting. Each attribute was binary scored: 1 if the information was disclosed and 0 if not. The maximum possible score a firm could obtain was therefore 35. Importantly, the scoring was based purely on the presence or absence of information, without considering its quality or perceived importance. This unweighted approach aligns with prior studies, which discourage the use of weights for several reasons: to avoid the arbitrariness (Bonsón & Escobar 2002), to account for the fact that different users value different information (Bonsón & Escobar 2006), to reduce subjectivity (Froidevaux 2004) and because empirical evidence suggests that weighted versus unweighted indices do not significantly affect outcomes (Ntim 2013). The construction of the RGD index using binary variables is consistent with earlier research on disclosure measurement (Scholtz et al. 2022), which has validated this approach as both methodologically sound and practically implementable.

Construction of the remuneration governance disclosure index: The RGD index was constructed using a deductive content analysis of the 2023 integrated reports of the sampled firms. We derived 35 disclosure items from the King IV principles (specifically principle 14) and the remuneration disclosure literature (e.g. Bebchuk & Fried 2004; Clarkson, Walker & Nicholls 2011; Scholtz et al. 2022). Each item was coded as a binary indicator (1 = present; 0 = absent) and summed to produce a firm-level RGD percentage score that ranges from 1% to 100%. The choice of binary coding follows common practice in disclosure studies (Bonsón & Escobar 2006; Scholtz et al. 2022) and reduces subjectivity inherent in weighing schemes. The index is intentionally unweighted for the following reasons: Firstly, most self-constructed indices in the literature do not apply weighting (Cheung et al. 2007; Ntim 2013). Secondly, assigning weights could raise concerns about potential bias or manipulation of results (Bhagat, Bolton & Romano 2008). Prior disclosure studies have shown that weighted and unweighted indices yield similar outcomes (Ntim 2013), and determining appropriate weights would require interviews or surveys to assess the relative importance of RGD measures (Bhagat et al. 2008), which fall outside the scope of this study.

Independent variables

To examine the influence of internal and external governance structures on RGD, five independent variables were developed under the constructs of pay, power and people. The construct ‘pay’ was measured using executive directors’ IREM, defined as the total variable remuneration, comprising short-term and long-term incentives, as disclosed in integrated reports and financial statement notes. The construct ‘power’ was measured using board size and board gender diversity. Board size (BSIZE) was measured as the total number of directors on a firm’s board, while board gender diversity (BGDIV) captures the proportion of female directors, with both variables sourced from the Bloomberg database. The construct ‘people’ was measured using managerial ownership and institutional ownership. Managerial ownership (DSHARE), representing the percentage of outstanding shares held directly by directors, and institutional ownership (ISHARE), the proportion of shares held by institutional investors, were both extracted from the Iress database.

Control variables

To isolate the effects of the primary independent variables on RGD, the study includes a set of control variables that capture firm-specific characteristics, which could confound the relationships of interest (Bartram 2021; Maier et al. 2023). Collectively, these control variables enhance the robustness of the analysis by accounting for alternate explanations for variation in disclosure behaviour, thus allowing for a more precise examination of the role of pay, power and people in driving remuneration governance transparency.

Firm size (SIZE) is measured as the natural logarithm of total assets as reported in the annual financial statements, with the assumption that larger firms face greater scrutiny and possess more resources for governance and disclosure (Bolognesi et al. 2025). Given the sectoral heterogeneity of the JSE, the study includes categorical variables to control for industry effects. Three broad industry groupings are used: (1) industrial and natural resources (IN), (2) financial services (FS) and (3) goods and services (GS). These categories were derived based on the JSE’s sectoral classification and verified by cross-referencing with company activity descriptions. Industry categorisation accounts for differences in regulatory environments, risk profiles and stakeholder expectations, which may influence disclosure behaviour. Leverage is calculated as the ratio of total debt to total equity. Highly leveraged firms may experience increased monitoring by creditors and greater pressure to maintain transparent governance practices to assure financial prudence and mitigate agency risks (Malik & Kashiramka 2025; Mnyaka-Rulwa & Akande 2025). Leverage data were obtained from the Iress database. Firm performance is measured using ROA, defined as net income divided by total assets. Return on assets captures a firm’s operational efficiency and is included to control for the possibility that better-performing firms may disclose more information to signal success, or conversely, that poor performers may over-disclose to justify executive remuneration levels (Clarkson et al. 2011; Matemane, Msoni & Ngundu 2024). This metric is sourced from the Iress database. Table 2 presents a summary of variable operationalisation and data sources, while Figure 1 presents the visual conceptualisation of variable constructs.

FIGURE 1: Conceptual framework of variable constructs.

TABLE 2: Summary of variable operationalisation.
Model specification

To test the study hypotheses, we specify the following liner model2 (Equation 1):

where PAYi denotes the construct representing average IREM awarded to executive directors (IREM), POWERi represents board characteristics (BSIZE and BGDIV), PEOPLEi represents ownership variables (DSHARE and ISHARE), CONTROLi represents control variables used in the study (SIZE, INDUSTRY, LEV and ROA) and єi is the error term. All the variables are defined in Table 2.

Estimation technique: Assessment of the Gauss–Markov assumptions

To ensure that the estimated coefficients from the OLS regression are best linear unbiased estimators (BLUE), we examined whether the Gauss–Markov assumptions hold for our data. To confirm linearity of the data, scatterplots and residual-fitted value plots confirmed that the relationship between the dependent variable (RGD) and the explanatory variables is approximately linear. To confirm that the data were independent, the sample consists of firm-year observations that are independent across firms. We tested for serial correlation using Durbin–Watson test. The test statistics indicate no significant autocorrelation. To ensure that the data did not exhibit multicollinearity, variance inflation factors (VIFs) were computed for all regressions. All VIF values were below 5, indicating no serious multicollinearity problems. Although the Gauss–Markov theorem does not require normality for OLS to be BLUE, we assessed the distribution of residuals using the normal Q–Q plots. Results indicate approximate normality. Based on these diagnostics, the OLS estimators can be considered BLUE.

Empirical results

Descriptive statistics

Table 3 presents the descriptive statistics of all the variables used in the empirical analysis. To reduce skewness in distribution, natural logarithmic transformation was applied to IREM, ROA and SIZE, although the descriptive statistics are reported in their original (pre-transformation) form.

TABLE 3: Descriptive statistics.

Table 3 displays considerable cross-section variation for all variables, consistent with the study’s sampling strategy. The table reveals that the mean RGD score is significantly lower than the median score, indicating a negatively skewed distribution. This points that the majority of sample firms provide relatively high levels of disclosure. This distribution is further illustrated in Figure 2. In contrast, the mean IREM value, representing the ‘pay’ construct, is significantly higher than the median value, indicating a positively skewed distribution, with firms paying up to a maximum of R282.50m in IREM. The minimum value of R0 for IREM further confirms that some firms do not provide incentive-based remuneration to executives. In terms of the ‘power’ construct variables, BSIZE with both mean and median number of board members being 10, and a relatively small standard deviation, shows relative stability across sample firms. Board gender diversity shows variation across firms with a minimum of 28.12% and a maximum of 72.71%, reflecting growing but uneven representation of women in boardrooms. Both DSHARE and ISHARE, representing the people construct, have distributions that are also positively skewed. This suggests that while most firms have low ownership concentration, a few firms exhibit significantly higher levels of managerial and institutional ownership.

FIGURE 2: Distribution of remuneration governance disclosure scores across firms.

Correlation analysis

Table 4 displays the Pearson correlation matrix for the key study variables.

TABLE 4: Correlation matrix.

Multiple regression models require the absence of multicollinearity between the dependent, independent and control variables. As shown in Table 4, all correlation coefficients were below the 0.8 threshold, indicating no serious multicollinearity concerns, in line with guidelines suggested by Siavoshi (2024). The signs of all coefficients between RDG and independent variables are as expected and hypothesised.

Regression analysis

Table 5 presents the results of the multiple regression analysis. The overall model explains 40.7% of the variation in RGD, suggesting a moderate yet meaningful explanatory power for the variables representing the study’s central constructs of pay, power and people.

TABLE 5: Regression analysis results.

Consistent with Hypothesis 1 (H1), the results show that IREM representing the ‘pay’ construct is the most significant and influential predictor of RGD. This finding lends strong empirical support to agency theory, which posits that performance-sensitive remuneration structures require credible disclosure mechanisms to ensure alignment between executives and shareholders. It also aligns with the political cost theory, which suggests that firms offering generous IREM are more likely to enhance disclosure as a strategic tool to mitigate reputational risks and pre-empt regulatory or stakeholder backlash. The magnitude and significance of this relationship affirm that behavioural incentives embedded in executive remuneration structures are powerful drivers of transparency in remuneration governance.

Turning to the ‘power’ construct, BSIZE emerges as a significant determinant of RGD, confirming Hypothesis 2 (H2). This result supports the dual theoretical logic of agency theory and resource dependency theory. Larger boards may enhance oversight of executive remuneration and bring a broader range of expertise and stakeholder responsiveness, thereby strengthening the board’s capacity to ensure detailed and principled disclosure. The positive effect of BSIZE also reinforces the idea that structural governance attributes play a vital role in shaping how remuneration practices are communicated to stakeholders. Board gender diversity is positively signed, and although not statistically significant, the p-value (0.112) is approaching conventional significant threshold, offering partial support for Hypothesis 3 (H3). This result may reflect the limitations of symbolic representation in driving substantive governance outcomes. As highlighted in stakeholder and resource dependency theories, the impact of gender diversity on governance effectiveness, and by extension disclosure, may depend not merely on presence but on influence, such as participation in key committees or the possession of decision-making authority. The finding aligns with critiques in the governance literature that without sufficient voice or critical mass, diversity may fail to shift organisational disclosure behaviour meaningfully.

Within the ‘people’ domain, which captures the ownership dynamics influencing governance outcomes, ISHARE is found to have a marginally significant and positive association with RGD, offering tentative support for Hypothesis 5 (H5). This result resonates with institutional theory, which emphasises the role of sophisticated investors in shaping corporate behaviour through normative and coercive pressures. Institutional investors, particularly those with international mandates or reputational sensitivity, may demand more transparent and structured RGD as part of their board oversight responsibilities. However, the modest strength of this relationship may reflect the heterogeneity in institutional investor activism and monitoring intensity across sample firms. In contrast, DSHARE shows no significant relationship with RGD, providing no empirical support for Hypothesis 4 (H4). While agency theory posits that moderate managerial ownership may enhance alignment and thereby encourage transparency, the absence of significance here aligns with concerns from institutional and political cost theories that entrenched insider ownership can reduce responsiveness to external disclosure pressures, particularly in contexts where managerial control is concentrated.

Taken together, these findings affirm the relevance and explanatory strength of the ‘pay, power and people’ framework in understanding the dynamics of RGD in an emerging market context. The strong and consistent effect of IREM confirms that firms facing heightened scrutiny because of performance-linked remuneration are more inclined to disclose comprehensively. The significance of BSIZE highlights the structural governance mechanisms through which transparency is operationalised, while the results of ownership structure suggest that stakeholder influence on disclosure is contingent upon the nature and intensity of oversight. Overall, the regression results not only validate several of the study’s core hypotheses but also reinforce the integrative theoretical framing that conceptualises remuneration disclosure as a strategic, structural and stakeholder-responsive outcome rather than a purely regulatory formality.

Conclusion

This study offers an empirically grounded and theoretically informed contribution to the growing literature on corporate governance transparency by examining how executive remuneration structures, board dynamics and ownership patterns influence RGD among JSE-listed firms. Anchored in the integrative framework of pay, power and people, the analysis reveals that performance-based executive remuneration, board size and institutional shareholding are the most salient predictors of remuneration disclosure. These findings substantiate the view that RGD is a multidimensional construct shaped by internal governance incentives, board oversight capacity and external stakeholder pressures.

The significant and robust effect of incentive-based remuneration underscores the behavioural logic of agency and political cost theories, firms that award high levels of performance-linked remuneration face heightened expectations to justify such schemes through transparent and credible disclosures. Similarly, the positive influence of board size affirms the structural value of board configuration, as proposed by resource dependency theory, in enhancing monitoring capacity and legitimacy. The moderate effect of institutional ownership points to the conditional influence of external investors, consistent with institutional theory, where disclosure outcomes are partially shaped by the normative demands and oversight intensity of sophisticated shareholders. Conversely, the limited explanatory power of board gender diversity and director shareholding invites further interrogation of the symbolic versus substantive role of diversity and the ambivalent influence of insider control in emerging market context.

These findings carry important regulatory and practical implications. For policy makers such as the JSE, the results reinforce the need to go beyond compliance-driven frameworks and encourage more meaningful and stakeholder-oriented remuneration disclosure. Additionally, the findings highlight the need for policy interventions that deepen the influence, not merely the presence, of board diversity and institutional investor activism in shaping governance outcomes. From a managerial perspective, firms must begin to treat remuneration disclosure not as a box-ticking exercise but as a strategic governance practice with reputational, relational and financial consequences. Transparent remuneration practices can strengthen a firm’s legitimacy, enhance investor confidence and signal ethical leadership, particularly in the contexts such as South Africa where public trust in corporate governance remains fragile amid persistent inequality and socio-political scrutiny.

Looking forward, future research could benefit from adopting longitudinal research designs to track how evolving governance architectures influence RGD. A panel approach would also allow for stronger causal inferences and capture dynamic interactions between firm behavioural and institutional reform. Moreover, in-depth qualitative studies focusing on boardroom deliberations, remuneration committee dynamics and shareholder engagement processes could enrich our understanding of the informal, relational and political dimensions that shape disclosure decisions. Future studies could also explore analysis of variance (ANOVA) and cluster analysis as potential analytical approaches. Analysis of variance could be used to examine whether there are statistically significant differences in RGD practices across different groups such as industries, firm sizes or governance structures. Cluster analysis, on the other hand, could help identify patterns or groupings of firms based on similarities in their RGD characteristics, offering insights into distinct governance profiles or typologies. These methods could enrich the understanding of how remuneration governance varies across contexts and uncovers underlying structures within the data. Finally, integrating ESG variables into future models may illuminate the intersection between sustainability and executive remuneration transparency, an increasingly salient frontier in governance disclosure of emerging economies.

Overall, this study affirms that RGD is neither incidental nor static, as it is an outcome of interlocking behavioural incentives, structural mechanisms and stakeholder pressures. By situating this analysis within the context of South Africa’s complex socio-political economy and mature yet evolving governance landscape, the study contributes to a richer and core context-sensitive understanding of what drives transparency in executive remuneration.

Acknowledgements

Competing interests

The authors declare that they have no financial or personal relationships that may have inappropriately influenced them in writing this article.

CRediT authorship contribution

Moses Jachi: Conceptualisation, Writing – original draft, Writing – review & editing. Henriette E. Scholtz: Conceptualisation, Formal analysis, Methodology. George F. Nel: Conceptualisation, Methodology, Supervision. All authors reviewed the article, contributed to the discussion of results, approved the final version for submission and publication and take responsibility for the integrity of its findings.

Ethical considerations

Ethical clearance to conduct this study was obtained from the Stellenbosch University Research Ethics Committee (No. REC: SBE-2025-33659).

Funding information

This research received no specific grant from any funding agency in the public, commercial or not-for-profit sectors.

Data availability

The data used for this study are publicly available. The data were obtained from published company integrated reports that were obtained from the websites of the companies and online electronic databases.

Disclaimer

The views and opinions expressed in this article are those of the authors and are the product of professional research. They do not necessarily reflect the official policy or position of any affiliated institution, funder, agency or that of the publisher.

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Appendix 1

TABLE 1-A1: Remuneration governance disclosure measurement instrument.

Footnotes

1. The detailed measurement instrument is available as Appendix A.

2. The summation symbols represent the inclusion of multiple variables under the construct, not their mathematical addition. This notation is used to compactly express the contribution of independent and control variables while avoiding redundancy in the model specification.



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