IODSA: King V report 2025

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IODSA: King V report 2025

• 01 December 2025
• Law
• South African Accounting Academy

Summary:
The Institute of Directors in South Africa (IoDSA) and the King Committee have published the King V Report on Corporate Governance in South Africa 2025, which is effective from 1 January 2026.

Article:

It replaces the King IV code and is effective for financial years beginning on or after 1 January 2026, although early adoption is recommended. 

Responding to South Africa’s shifting governance landscape, King V streamlines the globally recognised governance framework, aligns with recent legislative developments, refines principles and practices and introduces a dedicated King V Disclosure Framework to standardise and improve disclosure.

Organisations should begin preparing now for King V compliance and reporting, which could include a gap assessment against the King V principles, practices and Disclosure Framework, updates to board charters and key policies if needed, and mapping current reporting to the new disclosures. 

• The King V report on corporate governance applies to all organizations, regardless of their form of incorporation, which includes companies, non-profit organizations, retirement funds, and state-owned entities. 
• The King V report is mandatory for companies listed on the Johannesburg Stock Exchange (JSE). 
• For non-listed companies, state-owned entities, non-profits, and other organizations, the report serves as a persuasive guide to good corporate governance, which they should strive to follow to enhance credibility and performance. 
• It also serves as a benchmark for interpreting directors' duties under South African law, making its principles and practices relevant across all sectors.

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 and the 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.

Access the 20-page Executive Summary at https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/7DAE15BF-07FA-4922-879E-6788368F5DB4/KingV_code.pdf 

Access King V on a Page at https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/927F0970-C1E9-4F30-803C-D74BF386A2B6/King_V_on_a_page.pdf 

Click here to download the 34-page Code:

https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/927F0970-C1E9-4F30-803C-D74BF386A2B6/King_V_Code.pdf  

Access the following aspects of the King V Report:

• Foundational Concepts (19 pages): https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/927F0970-C1E9-4F30-803C-D74BF386A2B6/King_V_Foundational_Concepts.pdf 
• Glossary (10 pages): https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/927F0970-C1E9-4F30-803C-D74BF386A2B6/King_V_Glossary.pdf 

Disclosure Framework (13 pages): https://cdn.ymaws.com/www.iodsa.co.za/resource/collection/927F0970-C1E9-4F30-803C-D74BF386A2B6/King_V_Disclosure_Framework.pdf

Relevance to Auditors, Independent Reviewers & Accountants:

• The King V Report sets out the corporate governance that your clients must comply with, and which you must assess compliance with.  If they don’t comply with the relevant laws and regulations, you have certain reporting obligations in terms of NOCLAR (NOn-Compliance with Laws And Regulations) – this could include reporting to management, qualifying your audit opinion, reporting a Reportable Irregularity, etc.
• As an organisation, the King Code might even apply to your practice.
• Practitioners should be aware of the latest changes to corporate governance that affects their clients.

Relevance to Your clients:

• The King V report on corporate governance applies to all organizations, regardless of their form of incorporation, which includes companies, non-profit organizations, retirement funds, and state-owned entities. 
• The King V report is mandatory for companies listed on the Johannesburg Stock Exchange (JSE). 
• For non-listed companies, state-owned entities, non-profits, and other organizations, the report serves as a persuasive guide to good corporate governance, which they should strive to follow to enhance credibility and performance. 

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