King V is Coming: What Your Board Must Know About the 2026 Changes

King V (The King V Report on Corporate Governance for South Africa, 2025) comes into effect on January 1st, 2026.

The revision of King IV (2016) was guided by three main goals:

1. To align the Code with evolving regulatory and governance developments, including anticipated amendments to the Companies Act and global shifts in sustainability reporting.
2. To simplify the language and structure of the Code to improve interpretation and application.
3. To standardise disclosure requirements to enhance accessibility, transparency, and consistency.

Structural and Presentation Changes

King V introduced substantial structural changes designed to improve accessibility and usability:

Deconstructed Report Format 

King V replaces the single-document structure of King IV with a deconstructed format. The Report is now separated into distinct, standalone documents:

• King V Foundational Concepts.
• King V Code.
• King V Glossary.
• King V Disclosure Framework.

Reduced Number of Principles

The total number of principles has been reduced from 17 in King IV to 13 in King V. This reduction resulted from consolidating principles that addressed related governance domains.

• King V Principle 1 (Leadership) now incorporates former King IV Principle 6 (governing body as focal point) and King IV Principle 9 (performance evaluation).
• The concept of corporate citizenship (former King IV Principle 3) has been subsumed under King V Principle 2 (Ethics), reflecting their close alignment.
• King IV Principle 17, which specifically addressed institutional investors and responsible investment, has been excluded from the King V Code.

Refined Practice Structure 

Recommended practices are now systematically organized according to the governing body’s overarching governance role and cyclical functions:

• Steering and setting direction.
• Policy and planning.
• Oversight and monitoring.
• Accountability.

Introducing the Mandatory Disclosure Framework 

The apply and explain regime has been strengthened and formalized through the new mandatory Disclosure Framework. Organizations must now provide a coherent, public narrative for their governance choices, making it easier for stakeholders to assess the quality of their governance. This dedicated King V Disclosure Framework sets out the required form and content for reporting on the application of King V,  and the recommended practices related to disclosure under each principle have been moved from the Code itself into this Framework.

• The use of the Disclosure Framework is a requirement for any organization that wishes to claim application of King V. 
• Organisations must explicitly state any recommended practices that were not adopted and provide a clear explanation of the reasons for non-adoption, along with compensating measures implemented to meet the principle’s objective. 
• The governing body must provide a concluding statement on the realisation of the governance outcomes, assessing whether the application of King V has realized value for the organisation within its economic, social, and environmental context.

Philosophical and Conceptual Shifts

The definition of the governance outcomes has been refined. Outcomes now include: Ethical Culture, Performance and Value Creation, Conformance and Prudent Control, and Legitimacy. 

From Shared Value to Systems Value

King V clarifies and deepens the philosophical foundation of governance in light of contemporary global risks:

• King V emphasises that the long-term success of an organisation relies on the vitality and resilience of the socio-ecological systems around it.  
• It clarifies that organisations are embedded within these economic and social systems, which are, in turn, embedded within the natural environment.
• The philosophy moves toward actively promoting systems value creation.

Adoption of Double Materiality 

King V explicitly supports sustainability disclosure based on the concept of double materiality. This means disclosure must cover:

1. Financial Materiality: Matters that significantly affect (or reasonably could affect) the organisation’s financial position and prospects. If it could affect the company’s financials, it must be disclosed.
2. Impact Materiality: Matters that significantly affect (or reasonably could affect) the organisation's stakeholders and the broader economic, social, and environmental context. If the company’s actions could significantly affect stakeholders or wider society, it must be disclosed.

Technology and Information Governance

Technology and Information Governance (Principle 10) underwent the most substantial changes in King V.

The Code now treats data, information, and technology as distinct yet interconnected fields, reorganising practices to focus on specific governance objectives for each. AI is specifically addressed, emphasising clear accountability for decisions, actions, outputs, and outcomes arising from AI systems. Key values for AI deployment include ethics, human centricity, accountability, transparency, explainability, security, privacy, fairness, and trustworthiness across emerging, innovative, and disruptive technologies. 

Governing Body Composition and Independence (Principle 5): 

• Independence criteria have been introduced that explicitly address relationships involving parties related to the member under evaluation.
• The nine-year tenure period is now incorporated as one factor to be assessed holistically with other independence indicators (in King IV it was treated separately).
• There is now specific guidance provided on cooling-off periods for former executives.

Other Content Area Changes

• A more rigorous standard for the composition of the Risk Committee and the Social and Ethics Committee was introduced. Both the Risk Committee and the Social and Ethics Committee should comprise a majority of non-executive members, including at least one independent member. This enhances the independence requirements compared to King IV.
• The remuneration practices were simplified to avoid restating legislative requirements, particularly concerning shareholder voting following amendments to the Companies Act.
• King V recommends that companies required to have a social and ethics committee (based on their public interest score) should hold separate, non-binding advisory votes on both the executive pay policy and the statutory pay disclosures, unless the Companies Act already requires those votes.

Conclusion

As King V comes into effect in 2026, boards and executives will need to reassess their governance frameworks, disclosure practices, and committee structures to ensure alignment. The updates are intended to elevate the quality of governance conversations, improve stakeholder trust, and ensure organisations are equipped to navigate complex risks and expectations. Early preparation will enable organisations to move beyond compliance and use King V as a tool for stronger decision-making and long-term value creation.