King V: The Plot Twist Your Board Didn't See Coming

King V brings a new era in the evolution of corporate governance in South Africa

The forthcoming publication of the King V Code on Corporate Governance for South Africa (King V) represents a pivotal development in South Africa's corporate governance journey. As the latest instalment in the King series, it continues a tradition that has influenced governance frameworks locally and internationally.

Historical context of the King codes

The King codes on corporate governance were first promulgated in 1994 under the stewardship of Mervyn King. Since King I, successive iterations – King II (2002), King III (2009) and King IV (2016) – have progressively strengthened the architecture of ethical leadership, sustainability, stakeholder inclusivity and integrated reporting. King IV, in particular, was widely recognised for its principles-based, outcomes-oriented approach, and for its application across a diverse range of entities beyond listed companies. King V is expected to build on that trajectory, responding to emerging governance imperatives in an increasingly complex operating environment.

What's driving King V

King V arrives at a time of heightened scrutiny of corporate conduct, environmental stewardship, digital transformation and social equity. Globally, governance expectations are increasingly shaped by sustainability imperatives, technological disruption and geopolitical complexity. In South Africa, persistent socio-economic inequality, climate-related risk and the demand for institutional accountability continue to influence governance reform. King V seeks to respond to these realities by recalibrating governance principles so organisations remain resilient, transparent and anchored in ethical and effective leadership.

Key themes and anticipated developments

While the final provisions of King V will ultimately determine its impact, several themes are expected to feature prominently:

• Ethical leadership and organisational culture: clearer expectations around accountability and ethical decision-making at board and executive levels.
• Sustainability and ESG integration: positioning environmental, social and governance oversight as a core governance responsibility, rather than a peripheral reporting exercise.
• Digital governance and data responsibility: bringing cybersecurity, artificial intelligence oversight, data protection and digital risk management more squarely within board mandates.
• Stakeholder inclusivity and social impact: reinforcing a stakeholder-inclusive approach to long-term value creation, particularly within South Africa's socio-economic context.
• Transparency and reporting: building on integrated reporting principles and aligning with evolving global sustainability disclosure standards.

Practical implications for boards and executives

King V is likely to require boards to reassess governance structures, committee mandates, performance evaluation processes and disclosure practices. Directors may be expected to show not only formal compliance, but meaningful application of governance principles in pursuit of sustainable value creation. In practice, that could translate into sharper accountability mechanisms, clearer evidence of governance outcomes and a stronger focus on competency and oversight at governing-body level. Targeted training, policy refreshes and structured governance reviews are sensible preparatory steps.

Consequences of not applying King V

Although the King codes operate on an "apply and explain" basis rather than by direct legislative compulsion, a failure to apply King V (or to explain convincingly why it has not been applied) may carry regulatory, reputational and commercial consequences. For listed entities, this may attract scrutiny from bodies such as the Johannesburg Stock Exchange, particularly where governance disclosures are weak. Investors and institutional shareholders increasingly treat governance alignment as a proxy for risk management and long-term sustainability; poor alignment may therefore undermine confidence, restrict access to capital and lead to adverse voting outcomes at shareholder meetings. Governance shortcomings can also increase vulnerability to litigation, regulatory investigation and operational instability. Ultimately, failing to implement King V in a meaningful way risks eroding stakeholder trust and an organisation's social licence to operate in an environment where accountability and transparency are paramount.

Global significance

Although originating in South Africa, the King codes have consistently influenced governance thinking beyond national borders. King V is expected to continue that impact, particularly in emerging markets seeking principles-based governance models that balance financial performance with social responsibility.

Conclusion

King V represents more than a governance update – it reflects the continued evolution of responsible corporate citizenship. As governance expectations grow more complex, King V aims to reinforce ethical leadership, sustainability and stakeholder accountability as foundational elements of organisational success. For organisations operating in South Africa (and those influenced by its governance standards), adopting King V signals a renewed commitment to transparency, resilience and long-term value creation.

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