By Cameron Gumbrill | Associate Attorney
What South African boards and directors need to know about the latest evolution in corporate governance standards
After nine years under King IV, the South African corporate governance landscape has entered a new chapter. On 31 October 2025, the Institute of Directors in South Africa (IoDSA) and the King Committee released King V. This is the fifth iteration of our nation's influential corporate governance code.
For those advising boards, serving as directors, or working in compliance and risk management, King V represents more than just a mere update. It's a fundamental recalibration of governance expectations for a world that looks markedly different from 2016 when the previous version was released.
Why Now? The Case for King V
The nine-year gap following King IV wasn't marked by stagnation. South Africa's governance environment has been significantly reshaped by:
- Legislative reforms that have raised the bar for board accountability
- Global governance developments including enhanced ESG expectations and reporting frameworks
- New regulatory requirements from bodies including the JSE, FSCA, and Companies and Intellectual Property Commission
- Emerging risks from cybersecurity threats to climate change to rapid technological disruption and AI
King V responds directly to these changed realities. It's not a wholesale reimagining of corporate governance principles, but rather a considered evolution that makes the Code more relevant, accessible, and actionable for South African organisations in 2026 and beyond.
What has Changed? The Four Key Pillars of King V
1. Legislative and Regulatory Alignment
King V has been carefully harmonised with recent legislative reforms such as the 2024 Companies Amendment Act and global governance standards. This alignment should reduce the friction boards often face when navigating multiple, sometimes overlapping, compliance requirements.
2. Simplified Language and Structure
One of the most welcome changes is a concerted effort to make King V more accessible. The Code's language has been simplified, its structure streamlined, and its presentation made more practical across different sectors – from JSE-listed companies to state-owned enterprises, NPOs, and private entities.
3. The King V Disclosure Framework
Perhaps the most significant practical innovation is the introduction of a dedicated King V Disclosure Framework. This standardised approach to disclosure requirements is designed to promote consistency and comparability across organisations, making it easier for stakeholders to assess governance practices.
4. Refined Principles and Practices
The 13 principles have been carefully considered and refined to reflect current best practice and emerging governance priorities.
The 13 Principles: A Quick Reference
King V organises these principles around four key areas of accountability:
Leadership, Steering and Setting Direction:
- Principle 1: Ethical and effective leadership
- Principle 2: Governing ethics and responsible corporate citizenship
- Principle 3: Purpose, strategy and sustainable value creation
- Principle 4: External reporting and stakeholder assessments
Policy and Planning:
- Principle 5: Board composition, competencies and independence
- Principle 6: Delegation to committees and individuals
- Principle 7: Appointment and delegation to management
Oversight and Monitoring:
- Principle 8: Risk governance
- Principle 9: Compliance governance
- Principle 10: Data, information and technology governance
- Principle 11: Fair, responsible and transparent remuneration
- Principle 12: Assurance and internal control
Accountability:
- Principle 13: Stakeholder-inclusive approach
These principles aim to deliver four key outcomes, namely ethical culture, conformance and prudent control, performance and value creation, and legitimacy.
When Does King V Take Effect?
King V becomes effective for financial years beginning on or after 01 January 2026. However, early adoption is strongly encouraged.
Boards that engage early with King V early will have more time to:
- Assess gaps between current practices and the new recommendations
- Update their governance frameworks, charters, terms of reference, and policies
- Train their directors and management on the changes
- Implement the new disclosure framework
- Embed refined practices before they become mandatory
What Should Boards Do Now?
For directors and governance professionals, the arrival of King V requires thoughtful action:
- Download and review the full King V document and supporting materials
- Compare your current governance practices against King V's refined principles
- Assess how the new Disclosure Framework will affect your integrated reports and governance disclosures
- Board charters, committee terms of reference, and delegation frameworks may need revision to align with the updated recommendations
- Ensure all directors understand the changes and their implications
- Consider obtaining legal or governance advisory support for smother implementation
The Bigger Picture
King V arrives at a pivotal moment for South African business. As organisations navigate economic uncertainty, technological transformation, and heightened stakeholder expectations, effective governance isn't just about compliance, it's a competitive advantage.
The Code's emphasis on sustainable value creation within an organisation's economic, social and environmental context reflects a matured understanding of corporate purpose. Boards that embrace this stakeholder-inclusive approach will be better positioned to build resilient, legitimate organisations that can thrive in our complex operating environment.
King V represents the collective wisdom of South Africa's governance community, refined through extensive consultation and shaped by hard-won lessons from recent years. It presents an opportunity to reset, refocus, and recommit to the principles of ethical and effective leadership.
For more information on King V, including the full Code and implementation guidance, visit the Institute of Directors in South Africa website at www.iodsa.co.za – or contact the team at Thomson Wilks for board and compliance advice.
