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King V Draft Updates: What Boards and Governance Professionals Need to Know

Posted on by Resolve Corporate and Legal
Boardroom discussion about King V governance draft updates – business professionals collaborating.
The Institute of Directors in South Africa (IoDSA) is expected to launch the King V corporate governance code in October 2025. While not a radical departure from King IV, King V introduces important refinements that boards and governance professionals should start preparing for. Key shifts to watch include:
  • Structure and usability: King V is designed to be modular – breaking the code, glossary, principles, application guidance and disclosure templates into separate, accessible parts. This will make navigation easier but may require updates to internal governance manuals and training resources.
  • Plain language and clarified definitions: Drafting has been tightened and jargon reduced. This makes the code more accessible, but boards will need to ensure that re-worded provisions align with existing policies and committee charters.
  • Disclosure discipline: The familiar “apply and explain” principle is strengthened. Organisations will be expected to state where they have not applied a recommended practice, and to justify that choice transparently. Boilerplate disclosures are unlikely to satisfy investors or stakeholders.
  • Proportionality: The code reaffirms that principles apply universally, but practices can be scaled. Smaller entities and non-listed organisations must still provide credible explanations when adapting or deviating.
  • Technology and cybersecurity: King V places much greater emphasis on information and technology governance, including data, artificial intelligence, and cybersecurity. Boards must ensure the right expertise and oversight structures are in place.
  • Sustainability and integrated thinking: Strategy, performance and reporting are to be even more closely tied to ESG and long-term stakeholder value. Governance teams should review how sustainability is embedded in planning and disclosure.
  • Board composition and independence: Proposed refinements include clearer criteria for independence, longer cooling-off periods, and sharper expectations for board evaluations. This will require revisiting nomination and succession processes.
Boards should begin with a gap analysis against the draft, looking carefully at disclosure practices, technology oversight, and board composition. Narrative reporting will become more central, so governance professionals must ensure explanations are robust, not generic. Finally, even though King remains a voluntary code, its provisions are increasingly referenced in court judgments, regulatory expectations, and investor decisions. For directors, this raises the bar: governance disclosures are not just compliance exercises, but a key tool for legitimacy and accountability.