November 7, 2025
Corporate Governance
WHAT YOU NEED TO KNOW ABOUT THE KING V REPORT
The final version of the King V Report on Corporate Governance for South Africa, 2025 (the King V Report or the report) was officially published on 31 October 2025 by the Institute of Directors in South Africa (IoDSA) and the King Committee (available here). The report will take effect on 1 January 2026 and serves as a continuation of the King IV Report, released in 2016.
The report outlines key principles and practices designed to promote ethical conduct and good governance for organisations in South Africa, fostering effective and responsible leadership that prioritises the interests of all stakeholders.
WHO DOES IT APPLY TO?
The King V Report applies to all organisations incorporated in South Africa, regardless of the nature, size, or industry sector. This includes listed and unlisted entities, state-owned enterprises (SOEs), municipalities, non-profit organisations (NPOs), retirement funds, and small and medium-sized enterprises (SMEs). It is important to note that the report is not a legally binding or statutory document. However, its application may become mandatory if adopted by an organisation through its Memorandum of Incorporation (MOI). In addition to this, the Johannesburg Stock Exchange (JSE) has incorporated certain practices recommended in the King IV Report into its Listings Requirements.
KING V LATEST DEVELOPMENTS
1. The Underpinning philosophies
The King V Report recognises the philosophy of ubuntu as a foundational principle for corporate governance. On page 3 it provides as follows:
“The ubuntu-botho philosophy, corporate citizenship and stakeholder inclusivity are adopted approaches in King V that further elucidate systems value creation and support integrated thinking.”
By embracing this philosophy, the report seeks to ensure that South African businesses prioritise human rights, ethical leadership, and long-term sustainability.
2. Organisational Ethics
The King V Report places organisation ethics at the core of corporate governance, continuing the emphasis introduced in the King IV Report. It stresses that ethical behavior is not merely a compliance requirement, but a foundational principle that shapes decision-making, organisational culture and stakeholder trust.
3. Disclosure Framework
The King V Report has introduced a Disclosure Template which provides a structured framework for organisation to clearly communicate their governance practices and their application of the report (available here). The template is designed to promote transparency, consistency and comparability across organisation, enabling stakeholders to clearly understand how governance principles are being put into practice. Some of the key principles contained in the template require the governing body to confirm, inter alia, whether:
- it leads ethically and effectively;
- its composition is balanced with respect to the mix of competencies, diversity and independence that enables it to discharge its governance role objectively and effectively;
- the organisation remunerates fairly, responsibly and transparently; and
- it governs risk and compliance to enable the organisation to expand its opportunities and achieve its objectives.
4. Information and Technology Governance
The King V Report recognises information and technology as integral components of corporate governance. It empowers the governing body to provide strategic direction on how information and technology should be leveraged to support the achievement of organisational objectives. On page 23, the report states:
“The governing body should consider and approve the policies, standards and frameworks that give effect to its direction on the management and control (including acquisition, creation, use, dissemination and disposal) of data and information governance.”
Further to this, organisations are required to address how they govern the use of artificial intelligence (AI). This includes ensuring appropriate human oversight, assessing and mitigating ethical implications, and maintaining transparency in AI driven processes and decisions. By doing so, organisations can control the benefits of AI while upholding accountability, ethical standards, and trust among stakeholders.
5. Remuneration Governance
Considering recent amendments to the Companies Act 71 of 2008 (Companies Act), the King V Report has removed some of the remuneration governance requirements previously included in the King IV Report to avoid duplication and to ensure alignment with statutory provisions.
However, non-binding shareholder votes on remuneration are retained for audited companies that are not otherwise subject to statutory votes. This practice provides shareholders with a formal mechanism to express their views on executive pay and remuneration policies.
CONCLUSION
In essence, the King V Report builds on the King IV Report while reflecting recent developments, including digital transformation, AI and social equity. It formalises disclosure, strengthens IT and AI governance, and places greater emphasis on ethical leadership, ubuntu philosophy, while ensuring alignment with updated legislation.
CONTACT US
At MVR Attorneys, we have extensive experience in advising clients on corporate governance and company law related matters. Our team is well equipped to guide organisations in understanding and implementing the principles set out in the King V Report.
If you require further clarity on how the report may impact your organisation or wish to ensure compliance with its governance practices, please do not hesitate to contact us for tailored legal advice and strategic support.
Get in touch
To reach out to MVR Attorneys, please contact our experienced team. We pride ourselves on taking care of our clients.
