What your board of directors should know about King V
South Africa’s corporate governance landscape has long been defined by the King Codes, with each iteration challenging organisations to re-examine what good governance means.
Many organisations instinctively prepare for “more to do” but this mindset risks missing the very opportunity that King V is expected to present: a shift toward purpose-led governance.
Organisations scramble to implement quick fixes or bolt-on processes that satisfy compliance in the short term but do little to strengthen long-term resilience.
This reactive posture is not only unsustainable it also contradicts the spirit of the King philosophy, which has consistently encouraged integrated thinking, ethical leadership, and the pursuit of value creation over and beyond mere compliance.
While in substance not much has changed, save for additional detail and clarification to lead into a further evolution in response to the current landscape that organisations operate in, King V now extends the corporate governance evolution further through the following key changes:
1. The disclosure framework
The disclosure framework seeks to promote greater transparency and accountability in a much more pragmatic manner shifting from generalised disclosure requirements to rather providing a view of the organisation’s satisfaction with its existing measures in response to the requirements, making room for implementation in a manner that is most fit for purpose for the organisation aligned to its risk appetite.
2. The rewrite of the Data, Information and Technology requirements
While these are addressed separately for drafting clarity, King V emphasises their interdependence and therefore when practically applying these requirements it is important to take a holistic approach.
3. Independence Clarifications and Double Materiality
King V refines factors affecting director independence, including clearer treatment of related-party interests (e.g., spouse or family holdings); and the “nine-year” consideration.
Critically, King V does not introduce a new nine-year rule. Instead, it reinforces a holistic assessment using substance over form consistent with King IV.
So what does this mean for organisations?
A refresh of your corporate governance is required but in doing so, make sure to take a purpose-led approach with the following in mind:
1. Pause, step back, and re-evaluate what your organisation is already doing.
Instead of rushing to adopt new practices, adoption of the simplified code calls for a clear understanding of why governance structures exist and how they support the organisation’s strategy, stakeholders and broader societal role.
When purpose becomes the foundation, governance stops being a checklist and instead becomes an enabler of organisational coherence and long-term sustainability.
2. Simplify what has been made unnecessarily complex.
Many governance challenges stem from fragmented or duplicated processes that have evolved over time without a unifying logic.
King V’s principles are likely to reinforce the need for integrated, holistic governance frameworks.
A unified risk management approach is central to this: one that connects strategy, risk, performance, ethics and sustainability rather than treating them as separate workstreams.
3. Don’t focus on doing more, do what matters and do it well
It is an opportunity to refocus, reconnect and realign governance with the organisation’s core purpose.
Focus on key priorities aligned with your organisation’s core purpose and based on your organisation’s needs.
Make use of the disclosure framework to inform your baseline measures and fully substantiate any aspects that are not applicable or not material in terms of your risk appetite.
How RI can help?
Rather than dropping a long list of requirements on your desk, we can work with you to co-create your governance roadmap by:
- Assessing your current governance practices against King V expectations.
- Identify what’s already working and what can be leveraged as well as what implementation should look like for your organisation.
- Prioritise what needs to change based on materiality, risk and organisational capacity levels.
- Provide you with a concise King V readiness roadmap that gives your EXCO a clear view of priorities.
King V does not require organisations to do more for the sake of doing more, it asks them to do better, with intention.
By pausing to reflect on existing strengths, simplifying what has become unnecessarily complex, and focusing on what truly matters, organisations can transform King V from a compliance exercise into a strategic advantage.
With the right support, this transition becomes not a burden but an opportunity to strengthen coherence, resilience and trust.
At Resilient Innovations, we would be happy to partner with you to make this shift practical and meaningful, helping you navigate King V with clarity, confidence and purpose.
Click here to learn more about Resilient Innovations’ solutions.
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