King v Launched In South Africa

The Institute of Directors in South Africa (IoDSA) and the King Committee have launched King V, South Africa's updated corporate governance framework. King V consolidates the 17 principles of King IV into 13, introduces a dedicated standardised disclosure framework, and updates several recommended governance practices. Like its predecessor, King V operates under an "apply and explain" regime. Disclosure on King V application is effective for financial years commencing on or after 1 January 2026, with early adoption encouraged. Organisations should prioritise implementation planning to ensure readiness for King V application.

On 31 October 2025, the IoDSA and the King Committee launched the King V Report, comprising the King V Code on Corporate Governance for South Africa, 2025, King V Foundational Concepts, King V Glossary and King V Disclosure Framework (King V).

The IoDSA has also published guidance papers and supplemental resources to assist organisations in the application of King V.

Background to King V

King V was released following a review of the King IV Report on Corporate Governance for South Africa, 2016 (KingIV), guided by three overarching goals: aligning King IV with evolving regulatory and governance developments; simplifying and clarifying its structure and content; and standardising disclosure in support of accessibility, transparency and consistency.

Like its predecessors, King V operates as a voluntary set of guiding principles and leading governance practices. Certain King practices have been incorporated into the JSE Listings Requirements, making their implementation mandatory for public listed companies on the Johannesburg Stock Exchange. While not mandatory for other organisations, they should have regard to the King principles and practices when implementing good corporate governance. South African courts consider King principles and practices as part of generally accepted governance practices when determining appropriate governance standards for those charged with governance duties, regardless of their non-statutory nature.

Key features of King V

King V maintains core elements from King IV, including its "apply and explain" regime, its scope of application to all organisations regardless of form, its outcomes-based approach (with some refinement to the four King IV governance outcomes), proportional implementation of recommended practices, and fundamental concepts such as integrated thinking, stakeholder inclusivity and corporate citizenship.

Key changes from King IV include:

• a deconstructed format replacing the single-document structure of King IV, with King V presented as distinct documents that are directly accessible via a single IoDSA webpage, but integrally connected and intended to be read together;
• emphasis on "systems value" in sustainability value creation, where organisations recognise that their interests do not merely overlap with, but are an integral part of the broader economic, social and environmental systems within which they are embedded, and that organisations should create value for these systems, recognising that long-term organisational success relies on the vitality and resilience of surrounding socio-ecological systems;
• consolidation of 17 principles into 13, including the removal of King IV Principle 17, which specifically addressed institutional investors (which should apply both King V andthe Code for Responsible Investing in South Africa (currently CRISA 2));
• required use of the King V Disclosure Framework (discussed below);
• enhanced committee composition requirements for risk and social and ethics committees, with the recommendation of including at least one independent non-executive;
• updated governing body independence criteria, including explicit assessment of relationships involving related parties, clarified cooling off periods and incorporation of the nine-year tenure as one factor among other relevant indicators (previously included as a separate recommended practice in King IV);
• expanded data, information and technology governance with AI requirements, including emphasis on establishing accountability in AI-related decisions, actions and outcomes;
• enhanced emphasis on double materiality (both financial and impact materiality) for sustainability-related disclosures; and
• refined and simplified remuneration governance practices due to, among others, the remuneration-related amendments in the Companies Act, 2008 (not yet effective), including recommendations for separate non-binding advisory votes on remuneration policy and disclosure for companies required to establish social and ethics committees (subject to the statutory binding remuneration resolutions taking precedence for public and state-owned companies once effective).

King V Disclosure Framework

One of the most significant departures from King IV is the introduction of the King V Disclosure Framework, which sets out the form and content for required disclosure on the application of King V. The Disclosure Framework incorporates disclosure practices previously found in King IV and is considered an inextricable part of giving effect to the King V Code. Any organisation wishing to claim application of King V must use the Disclosure Framework and publish governance disclosures in accordance with its specifications, with the governing body accountable for approving the disclosures. While the framework's form and design may be adapted, content should still address stipulated declarations and disclosures.

Under King V's "apply and explain" regime, principles are universally applicable and organisations need not use binary "apply" or "not apply" indicators when disclosing their application of King V. However, where recommended practices have not been adopted or have been modified, organisations must clearly state these with explanations and compensating measures. To avoid duplication, an organisation may link to its other reports and website when detailing the disclosures in the framework, provided they reference specific information related to the narrated principle or practice. Governing bodies must also provide a concluding statement on whether applying the principles and implementing the practices have achieved the stated governance outcomes of "Ethical Culture"; "Performance and Value Creation"; "Conformance and Prudent Control"; and "Legitimacy" (defined in King V) within the organisation's economic, social and environmental context.

Effective date

Disclosure on the application of King V is effective for financial years commencing on or after 1 January 2026, with early adoption encouraged. Organisations must therefore begin applying King V for their first financial year that commences on or after 1 January 2026.

Implementation planning

Organisations should prioritise planning for the implementation of King V to ensure readiness when King V becomes effective. Suggested key implementation steps include:

• assessing current governance frameworks and practices to identify areas requiring refinement or enhancement;
• reviewing and where necessary, updating governance policies, charters, and procedures to align with King V;
• facilitating training for governing body members and senior management on King V's key changes;
• establishing processes to support transparent and consistent disclosure reporting and designing customised disclosure templates that align with the King V Disclosure Framework requirements; and
• conducting early readiness evaluations to ensure the governing body can confidently provide the required concluding statement on achieving the governance outcomes.

Click here to access King V, accompanying guidance and supplementary documentation. For the IoDSA media statement on the release of King V, click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.