King V was published on 31 October 2025 by the Institute of Directors in South Africa. It has been updated nine years after its predecessor, King IV. The changes come on the back of the ever-evolving business environment, locally and internationally. Some of these relate to the impact of climate change, enhanced reporting requirements such as the International Sustainability Standards Board and the European Financial Reporting Advisory Group, the legislative, regulatory and compliance universe, the rapid advancements in technologies, and leading governance best practices.

This document outlines some of the key changes from King IV to King V which is to be viewed as more of a refinement than an overhauled governance document.

Presentation and structure

King V is presented in a deconstructed format comprising the King V Foundational Concepts, the King V Code, the King V Glossary and the King V Disclosure Framework. Whilst they are more easily accessible, it must be acknowledge that they are inter-related and integrated.

Simplification 

The King V Code has been simplified in its usability where previous complexity of technical matters and jargon have been amended for clarity, plain language, enhanced readability, and clearer definitions for ease of interpretation.

The number of principles has been reduced from 17 in King IV to 13 in King V. Similarly, recommended practices deemed relevant have remained whilst others have been removed or are to be included in a supplementary practice note or guidance.  Further, the overall governance outcomes have also been tweaked and now include:

• Ethical Culture;
• Performance and Value Creation;
• Conformance and Prudent Control; and
• Legitimacy.

Disclosure

In support of transparency, consistency, comparability and standardisation, the King V code is supplemented by a King V Disclosure Framework which outlines the required form and content for reporting on the application of King V. This is in addition to retaining the “apply and explain” format. The King V Disclosure Framework sets out each Principle requiring an exception declaration and then specific disclosures on the Recommended Practices.

Key changes to the content

Materiality of information for sustainability reports

King V explicitly advocates sustainability disclosure based on double materiality. What this means is that organisations must report not only on issues that affect finances and prospects but also those that impact its ability to create sustainable value for stakeholders.

Independence criteria for governing body members

Refinements have been introduced regarding the criteria for assessing independence of non-executive directors. An evaluation of all factors that may impair independence should be viewed at holistically and on a substance-over-form basis. The criteria now includes related parties, clarification of colling- off periods, and the nine-year tenure of  members.

Board committees

The amendments here relate to the composition of the risk committee as well as the social and ethics committee.  Each of these committees should comprise a majority of non-executive members, including at least one independent member.

Data, information and technology

This area reflects the most substantial changes owing to the rapid advancements in data, information and technology. King V treats data, information and technology as distinct yet interconnected fields.  Moreover, it addresses emerging, new, and disruptive technologies. AI features prominently with reference to key values to be applied in its deployment such as; inter alia, ethics, human centricity, transparency, security, transparency and privacy.

Remuneration

Amendments here align with the recent changes to the Companies Act and aims to avoid duplication. The practices pertaining to voting have been simplified. Separate, non-binding advisory votes by shareholders on the remuneration policy and disclosure are recommended to the extent that voting is not provided in the Companies Act (as is the case until the amendments take effect and, afterwards, for organisations that are state owned or public). This applies only where a social and ethics committee is required based on public interest score calculations. We recommend that the abovementioned documents be studied and the relevant amendments to your governance framework be made. Although early adoption is encouraged, King V is effective for financial years beginning on or after 1 January 2026.