South Africa has entered a new era of governance reform with the release of the King V Report on Corporate Governance for South Africa 2025. Published by the Institute of Directors in South Africa and replacing King IV, the new King V framework becomes applicable to financial years beginning on or after 1 January 2026. Its arrival signals a decisive shift in how governance, accountability and organisational performance must be demonstrated in South Africa. For board members, C-suite executives, company secretaries and legal advisers, King V is not simply an update. It is a complete reframing of what good governance requires and how it should be evaluated.
The Central Shift: From Checklists to Measurable Outcomes
One of the most transformative features of King V is its insistence on governance being assessed through tangible results rather than procedural compliance. Under King IV, many organisations approached governance as a set of recommended practices to adopt or explain. King V firmly moves away from this compliance-heavy mindset. The new standard evaluates governance performance based on four core outcomes: ethical and responsible leadership, sustained performance and value creation, effective compliance and sound internal control, and organisational legitimacy and stakeholder confidence. This outcomes-driven model makes it clear that adopting a practice means little unless the organisation can show that the practice actually produced the intended result. Boards must now evidence impact, not merely intent. This fundamental change should guide every director’s governance approach in 2026 and beyond.
A More Streamlined Code with Clearer Legal Expectations
King V condenses the previous framework into 13 refined governance principles. These principles have been aligned with global trends, South Africa’s amended Companies Act, and emerging risks associated with technology, ESG obligations and corporate accountability. Several legal and structural developments stand out.
1. Integrated Thinking as an Explicit Board Duty
King V embeds Integrated Thinking as a mandatory governing approach. Organisations must now demonstrate how strategy, risk, sustainability, financial performance and societal impact are interconnected. Directors are required to consider how their decisions affect broader ecological and social systems. This requirement aligns with global ESG expectations, but King V goes further. It links integrated strategy directly to legal obligations. Boards must ensure that organisational strategy actively prevents or mitigates harm to people, communities and the environment, strengthening the legal importance of environmental health and safety, ethical conduct and sustainable operations. For governance professionals, this makes ESG oversight a core fiduciary responsibility rather than an optional reporting add-on.
2. Strengthened Transparency Through the Enhanced “Apply and Explain” Standard
King V retains the familiar “apply and explain” regime, but the explanatory burden is now significantly higher. A detailed disclosure template must be adopted by the board and publicly available on the organisation’s website. Boards are expected to apply all principles, provide clear evidence-based reasoning where recommended practices are adapted, and demonstrate how the organisation’s choices produced measurable governance outcomes. Weak disclosures will no longer be defensible. Stakeholders, investors, regulators and even courts may scrutinise whether the explanation genuinely reflects accountable leadership. Inadequate justification undermines legitimacy, one of King V’s key outcomes. Boards must also issue a concluding statement confirming whether, in their view, the organisation’s application of King V has delivered value aligned with the required outcomes. This is a heightened requirement that formalises accountability at the highest level.
Looking Ahead: What Boards Should Expect From King V Governance
King V introduces a more demanding era of governance oversight. Boards must move beyond policy approval and procedural compliance and begin showing demonstrable evidence of responsible decision-making, ethical conduct and sustainable value creation. Mayet and Associates will explore the most legally significant aspects of King V in a multi-part series, including Strategy and Sustainable Value Creation which analyses the board’s legal obligation under Principle 3 to govern EHS, societal risk and long-term strategic value; Machine Learning and AI Liability which explores Principle 10 and its new governance responsibilities for artificial intelligence and automated decision-making; Mergers, Acquisitions and Group Governance which breaks down Principle 13 and why legal due diligence must now evaluate the governance quality of every entity in a corporate group; and Remuneration, Malus and Clawback which outlines the fairness standards and enforceability requirements under Principle 11.
Conclusion
King V demands a higher level of accountability and maturity from South African organisations. It shifts governance away from box-ticking and toward measurable, transparent and outcomes-focused performance. For boards preparing for the 2026 implementation date, now is the time to review governance structures, disclosure processes, risk frameworks and oversight mechanisms, ensuring that compliance is not only achieved but demonstrably effective. This new governance era rewards organisations that can prove ethical culture, sustainable value creation, prudent control and legitimacy. Those that embrace this shift early will be best positioned to meet stakeholder expectations, regulatory scrutiny and long-term strategic success.
