The King V Code signals a shift towards deeper integration of governance, risk, environmental and social performance. With growing expectations around transparency and impact measurement, boards will need to play a more active role in ensuring social and environmental responsibility is embedded across the business. Parmi Natesan, the CEO of the Institute of Directors in South Africa (IoDSA) and a member of the King Committee, examines how companies can support boards, executives and sustainability professionals.
When was the draft King V Code released? When can we expect it to be finalised and applicable to organisations?
The draft was released in February 2025 for public comment, yielding 136 submissions. The final Code was released on 31 October 2025. Disclosure regarding the application of King V is effective for financial years commencing on or after 1 January 2026 (with early adoption encouraged).
What are the most notable shifts from King IV to King V?
King V consolidates the principles (from 17 to 13), making the Code more accessible without losing substance. A notable innovation is the introduction of a Disclosure Framework, which requires organisations to ‘apply and explain’ how principles are achieved and to provide disclosure by exception where recommended practices are not adopted. This is not optional; any organisation wishing to claim application of King V will need to use the Framework, ensuring greater comparability and transparency across entities.
King V also embeds the concept of double materiality, obliging organisations to report both on how sustainability issues affect them and how their activities affect society and the environment. Criteria for assessing the independence of governing body members have been clarified, including factors such as tenure and related-party connections. Expectations for risk committees, as well as social and ethics committees, have been strengthened, with requirements for majority non-executive and independent representation to bolster objectivity.
Finally, the Code substantially expands the governance of data, information and technology, including artificial intelligence (AI), by setting practices on ethics, human centricity, transparency, explainability, accountability, security and fairness, thereby equipping boards to manage digital disruption responsibly.
King V places greater emphasis on ESG, ethical leadership and technology governance. How do you see these themes translating into practical obligations for boards?
Similar to King IV, boards will need to ensure that ethical and effective leadership is embedded into their organisations; that integrated thinking is applied; and that clear oversight for data, information and technology, including AI practices, is established.
Will King V make ESG disclosure or impact reporting more enforceable or measurable?
While King V remains a voluntary code, the Disclosure Framework standardises reporting, thereby improving comparability and market discipline. Where applicable, the law prevails, but widely adopted leading practices can influence jurisprudence and stakeholder expectations.
With growing pressure from international bodies, how does King V integrate global standards?
One of the key objectives of King V was to align, as far as possible, with international developments, without duplicating laws, regulations and other standards. It is positioned as a governance layer that can be ‘stacked’ with other requirements, enabling organisations to meet global baselines while addressing local needs.
How might the responsibilities of social and ethics committees evolve under King V?
King V raises expectations for committee composition – requiring a majority of non-executive members with at least one independent member – and positions stakeholder inclusivity and corporate citizenship as cross-cutting themes, supporting more rigorous oversight of CSI, ethics, culture and stakeholder engagement.
Does King V introduce a shift from voluntary to more embedded approaches to corporate citizenship – and if so, what practical steps should companies be taking now?
Yes – corporate citizenship is now more embedded through systems-value creation, Ubuntu-botho and stakeholder-inclusive decision-making. Practical steps include clarifying purpose and policies, mapping stakeholders and capitals, setting measurable social and environmental commitments, linking incentives and disclosing results using the Framework.
What role does the IoDSA plan to play in supporting directors as they adapt to King V?
The release of King V will include guidance on its general application and for specific sectors, to aid mindful application of the Code. The IoDSA will provide King V training, as well as sector-specific seminars and workshops, supplemented by ongoing thought leadership to support implementation.
How should SMEs or nonprofits prepare for King V?
Apply King V proportionally, recognising that the while principles are universal, the practices should be adapted to the size, resources, complexity and impact of the organisation. The specific small and medium-sized enterprise (SME) and nonprofit guidance will assist boards achieve the King V principles and outcomes without undue burden.
How can companies and nonprofits prepare for King V’s expectations around transparency, impact and integration when it comes to social investments?
Start with a double-materiality assessment of social investments by defining outcomes, indicators and baselines; integrate these elements into strategy and remuneration; adopt combined assurance for credibility; and prepare apply-and-explain disclosures (including exceptions and a conclusion on outcomes) within the reporting suite.
Parmi Natesan | Chief Executive Officer of the Institute of Directors in South Africa (IoDSA) | forums@iodsa.co.za | www.iodsa.co.za
