Your voice matters
King V Draft – open forum
- 25 March 2025
The King V Draft represents a pivotal moment for corporate governance in South Africa and across the African continent. This open forum offers a critical opportunity for stakeholders to directly contribute to the evolution of this standard of corporate governance to which organizations and their governing bodies will be held.
The King Reports have long been a cornerstone of corporate governance, not just in South Africa, but throughout Africa, where many countries have modeled their governance codes on these influential guidelines. This webinar is more than just a discussion—it’s a collaborative platform that will help articulate the critical “tone from the top” that sets ethical standards, transparency expectations, and leadership principles for organizations across sectors.
It is important for all stakeholders to contribute their voices as we seek to refine and strengthen governance principles for corporate accountability, organizational integrity, and broader economic sustainability. The significance extends far beyond corporate boardrooms, touching on fundamental premises of responsible leadership, ethical decision-making, and the role of businesses in driving social and economic progress across the African continent.
This submission is a summary of input provided by interested members of the Good Governance Academy community.
This submission does not reflect the views of the organization.
49 people participated, 30 from South Africa, 15 from the Rest of Africa, and 4 people live in countries outside of Africa.
Event Q&As
King V primarily aims to simplify King IV, making it more accessible and applicable to smaller organisations and SMEs, which were perceived to not be adopting King IV as widely as intended due to its perceived voluminous nature. The need for King V also arose due to forthcoming mandatory sustainability reporting requirements anticipated globally in international trade, which King V seeks to highlight and integrate. Additionally, amendments to the South African Companies Act necessitated a review and update of the existing governance code.
The Draft King V reduces the number of principles from seventeen to twelve. This was achieved by consolidating several related principles. For instance, the ethical and effective leadership, acting as a focal point, and evaluation/performance of the board are now largely integrated into a single principle focusing on ethical and effective leadership. Similarly, ethical culture and corporate citizenship are combined. The value creation principle is retained but framed as sustainable value creation. Notably, the principle for responsible investing has been omitted as a standalone principle.
Professor Garratt argues that in the current turbulent global climate, performance culture should be paramount as it is key to unlocking ethical culture, conformance culture, and legitimacy. He believes that a focus on the organisation’s primary purpose and effective delivery is foundational. This contrasts with the earlier statement of governance outcomes in Draft King V (ethical culture, performance, conformance, and legitimacy) where performance is not explicitly positioned as the primary driver.
Draft King V retains the emphasis on the “triple context” (economic, social, and environmental) and sustainable value creation, building upon the integrated thinking introduced in King III and further developed in King IV. While the principle of responsible investing is no longer separate, the interconnectedness of enterprise, environmental impact, social impact, and accountability is implicitly supported. However, Professor Garratt suggests that Draft King V could be strengthened by more explicitly fronting the seven duties of a company director and the purpose of a board (as outlined in the UK’s Companies Act 2006) to firmly embed a broader sense of responsibility.
The approach to practices in Draft King V appears to be shifting towards more of a “required practices” mindset, even though they are still termed “recommended practices.” This contrasts with King IV, where the recommended practices were perhaps more clearly presented as options for achieving the principles. Some specific practices from King IV, such as the protocol for obtaining independent external advice, have been omitted in Draft King V. This shift might lead to a greater expectation of adherence to the listed practices, potentially impacting how organisations demonstrate their application of the principles.
Professionals in compliance and internal audit express concerns about the term “conformance,” as it can be interpreted narrowly as a tick-box approach focused on adherence to rules, rather than a risk-based and outcome-oriented approach. They emphasise that compliance and risk management, while related, have distinct focus areas and expertise. The suggestion in Draft King V to integrate compliance with enterprise-wide risk management requires careful consideration to ensure that the unique aspects of each function are not diluted. Internal audit, while supporting the principles of Draft King V, also highlights that “conformance” has a specific meaning within their professional standards that may differ.
The new disclosure template in Draft King V is intended to provide a more structured approach to reporting on the application of the principles. It requires organisations to state their principle and assumption regarding its implementation and then explain their practices. This template could enhance comparability and consistency in reporting. However, concerns have been raised that the “apply and explain” nature of the template might still lead to a tick-box mentality if not approached with a genuine commitment to the spirit of the principles and a clear explanation of how outcomes are being achieved.
Professor King emphasises that South Africa has historically been a leader in corporate governance and encourages organisations to continue this trajectory. He highlights the importance of moving beyond siloed thinking towards integrated thinking and reporting, focusing on sustainable value creation that considers the interests of all stakeholders, not just shareholders. He suggests that the King Committee is still in a consultation period and welcomes feedback to further refine the King V Draft, particularly around the language used and the emphasis on outcomes and adherence to fundamental duties and board purpose.
Background information
The King Reports represent a transformative journey in corporate governance, originating in South Africa under the leadership of Professor Mervyn King. Beginning in 1994 with King I, these reports have been pivotal in reshaping corporate accountability, coinciding with South Africa’s democratic transition. From the initial focus on board responsibilities and ethical leadership to subsequent iterations that increasingly emphasized sustainability, stakeholder inclusivity, and integrated reporting, the King Reports have evolved from a compliance-based approach to a comprehensive framework for responsible business practices.
These reports have transcended their South African origins to become a benchmark for corporate governance across the African continent and beyond. Each iteration—from King I to the current King IV—has progressively expanded the understanding of corporate governance, introducing innovative concepts like integrated reporting, ethical leadership, and organizational legitimacy. Many countries have used these reports as a foundational template for developing their own governance codes, recognizing the forward-thinking approach that considers not just financial performance, but also social, environmental, and ethical dimensions of organizational management.
The upcoming King V Draft represents the next critical evolution in this journey, addressing contemporary challenges such as digital transformation, technological disruption, climate change, and rapidly changing global business landscapes.
By hosting an open forum and inviting broad stakeholder input, this event embodies the very principles the King V Draft seeks to establish: transparency, inclusivity, and collaborative governance.
By participating in this event, you will have a chance to add your name to the Good Governance Academy’s feedback on the draft. This approach ensures that the final document will reflect diverse perspectives, emerging challenges, and collective wisdom from across various sectors, continuing the King Reports’ legacy of pioneering progressive, holistic corporate governance standards.
