Guide to the King V Report

The Institute of South Africa released the King V report on 31 October 2025. This report will be effective for financial years that start on or after 1 January. It’s crucial that businesses familiarise themselves with this report as it supersedes the King IV report. The governance landscape is constantly changing, and so are the challenges faced by organisations. This environment makes the need for updated, robust standards of corporate governance, as provided by the new King V Report, more essential than ever for long-term sustainability and value creation. In this guide, we’ll highlight where the King report began, what’s in the latest report, and what changes were made in the report that contrast with the King IV report released in 2016.

It’s essential to gain a clear understanding of why The King Committee exists, and how the King report has progressed from King I, all the way to King V. The King Committee began just over three decades ago in 1992 by the Institute of Directors in Southern Africa, whose name is now known as the Institute of Directors South Africa (IoDSA). The intention behind this committee was to ensure there are standards set for corporate governance as a means to benefit the South African economy and those affected by it. When the King model for governance began, South Africa was transitioning from a system of unequal opportunity to one of equality, and a new governance model was needed to reflect this societal shift. At the time, governance codes worldwide, such as the Cadbury Code in the UK, focused narrowly on financial control and shareholder primacy. South Africa needed something broader and more inclusive. Encouraged by Nelson Mandela, King assembled a diverse, “rainbow” committee that represented the social and political transformation of the time. As a means to reject the purely shareholder-focused approach, they introduced a new philosophy. Companies should make decisions in the long-term interest of the organisation, while taking into account the needs, interests, and expectations of all stakeholders. This was the birth of the stakeholder-inclusive governance model, which became the cornerstone of the King Reports. The first King Report on Corporate Governance was King I, released in 1994. This report established South Africa as a thought leader. Following that first report were King II (2002) and King III (2009), which introduced groundbreaking concepts such as sustainability, integrated thinking, and integrated reporting. This recognised that corporate performance extends beyond financial metrics and included environmental, social, and governance (ESG) impact.

Why is There a Need for a New King Report?

You might be wondering if a new report is really necessary. The governance landscape evolves, and so do business challenges. This means a new report is required to reflect today’s global challenges. Some of these challenges include sustainability, tech evolutions, supply chain issues, and much more. There was a need for a King report that simplifies previous frameworks, removes technical jargon, and introduces a new approach to governance. Once that is allowed, organisations to govern more transparently and effectively.

To gain an understanding of the need for an updated report, let’s have a look at the key differences between the King IV and King V codes. The differences are as follows:

1. Simplification and Accessibility

King IV (2016):

• Very detailed and extensive, with multiple sections, annexes, and sector-specific supplements.
• Covered all types of organisations, but it could be complex for small businesses.

King V (2025):

• Streamlined Code and separate Disclosure Framework.
• Written in simpler language, easier to understand and apply.
• Designed to scale to businesses of all sizes, from SMEs to large corporations.

Key takeaway: You don’t need to read hundreds of pages. Focus on the principles relevant to your business size and sector. King V is more practical and adaptable.

2. Outcome-Focused Governance

King IV:

• Introduced the concept of apply and explain, you implement practices and explain how.
• Emphasised ethical leadership, sustainability, stakeholder relationships, and integrated thinking.

King V:

• Moves beyond just applying practices. It focuses on real governance outcomes.
• Four key outcomes: Ethical culture, value creation and sustainable performance, effective conformance and control, and legitimacy and trust in stakeholders.

Key takeaway: It’s no longer enough to just follow processes. Your business must demonstrate actual results: ethical behaviour, fair treatment of stakeholders, and long-term value creation.

3. New Governance Areas

King V introduces:

• Data, information and technology governance (including AI, cybersecurity, and digital risks).
• Stronger emphasis on systems value creation, your business exists within economic, social, and environmental systems.
• Embedding Ubuntu‑Botho philosophy. It emphasises care for people, community, and society as part of leadership culture.

Key takeaway: You need to think beyond finances. Protect your data, consider environmental and social impacts, and build a company culture that reflects ethical values and community responsibility.

4. Stakeholder Engagement and Ethical Leadership

King IV:

• King IV encouraged stakeholder inclusivity, ethics, and accountability.

King V:

• King V takes it further. Ethical leadership must start from onboarding, and stakeholders are central to governance outcomes.
• Public sector engagement is highlighted, including corruption prevention and accountability are core.

Key takeaway: Integrate ethics and stakeholder responsibility into your business culture from day one. It shapes employee behaviour and brand trust.

5. Disclosure and Reporting

King IV:

• Placed an emphasis on reporting on governance practices.

King V:

• Introduces a formal Disclosure Framework. You must show not only what you do, but whether your governance practices achieve the intended outcomes.

Key takeaway: Prepare to show real results to investors, customers, and regulators. Reporting should reflect both processes and the impact of governance.

6. Proportionality and Flexibility

King V emphasises:

• Adapting practices to your business size, complexity, and context.
• SMEs and small organisations don’t need to adopt the same measures as multinational corporations, but principles still apply.

Key takeaway: You can scale governance requirements to fit your business while still meeting King V standards. Focus on ethical decision-making, accountability, and value creation relative to your resources.

The Kind V Code outlines a set of recommended practices based on the current climate faced by businesses. These principles and practices vary from leadership, all the way to risk. The list is as follows:

1. Leadership

A strong company starts with the company leadership. This means you must ensure the leadership in your company does the following:

• Lead the team with honesty and integrity.
• Be competent and fully understand the vision for the business.
• Approve policies and check that they are followed.
• Be responsible.

2. Ethics

Your governing body must create an environment where there’s an ethical culture. To ensure this happens, the governing body should:

• Provide directions by setting clear ethical standards.
• Approve policies and programmes that affect the organisational ethics.
• Oversee and monitor the implementation of policies.

3. Strategy, Performance and Value Creation

Your strategy should focus on long-term success, not just short-term gains.

• Make sure the strategy matches the business’s purpose and values.
• Track progress with clear goals and targets.
• Check how risks and opportunities affect results.

4. Reporting

Good reporting keeps stakeholders informed. Best practices include:

• Publish reports that show financial results and sustainability efforts.
• Be clear about risks and how the business impacts people and the environment.
• Ensure reports are accurate and easy to understand.

5. Board Composition

A balanced board improves decision-making. There should be alignment in terms of a balanced composition. Best practices include:

• Have mostly non-executive members, most of whom are independent.
• Include people with different skills and backgrounds.
• Plan for board renewal and succession.
• Manage conflicts of interest openly.

6. Committees

The governing body ensures that arrangements for delegation to committees and individuals within its own structures promote the objective and effective discharge of its obligations.

• Each committee has clear responsibilities.
• Committees have the right skills and experience.
• The board stays accountable for all decisions.

7. Management and Delegation

The governing body should appoint strong managers and ensure there’s a clear clarification of authority:

• The CEO links the board and management.
• Decide which decisions the board makes and which management handles.
• Have plans for key role succession.

8. Risk

Managing risks is essential. Recommended practices include the following:

• Identify risks, including new and emerging threats.
• Make plans to reduce or manage risks.
• Include risk management in daily decisions.

9. Compliance

Following laws and rules is key. Best practices:

• Create policies to stay compliant.
• Monitor compliance and fix issues quickly.
• Include compliance in strategy and risk management.

10. Technology and Information

Technology is vital for modern businesses. With cyber risks, it’s important to protect your business with good practices. Leaders should:

• Align IT with business goals.
• Protect data and ensure cybersecurity.
• Monitor technology risks and opportunities.

11. Remuneration

Organisations and businesses must ensure they pay people fairly and responsibly:

• Align pay with business goals and performance.
• Be transparent about how decisions are made.

12. Assurance

Assurance gives confidence that governance works. Recommended practices include:

• Use audits, risk reviews, and compliance checks.
• Make sure those providing assurance are independent.

13. Stakeholders

Your business depends on people. Best practices:

• Engage regularly with employees, customers, suppliers, and communities.
• Consider stakeholder interests in decisions.
• Build relationships that benefit everyone.