South African Code on Corporate Governance (King V), published by the Institute of Directors South Africa (IoDSA) on 31 October 2025 and effective for financial years beginning on or after 1 January 2026. Cross-industry governance pack covering all 13 King V principles across board leadership, committee governance, ethics and citizenship, strategy and stakeholder reporting, risk and compliance, data/information/technology governance (including AI ethics under Principle 10), remuneration, assurance, and stakeholder-inclusive accountability. Includes board charters, committee Terms of Reference, the King V Application Register (13 rows tracking apply-and-explain disclosure per principle), annual disclosure-compilation workflow, board-evaluation checklists, and director-induction training. Designed to fan out per board and committee entity a tenant declares, with per-director conflicts-of-interest declarations and annual King V refresher training.
10 regulatory obligations tracked in this pack, grouped by compliance section.
The board must evaluate its own effectiveness annually under King V Principle 1. The annual self-evaluation covers strategy oversight, risk oversight, decision quality, board paper quality, chair effectiveness, and committee effectiveness. The chairperson, supported by the company secretary, aggregates findings and tables them at a closed session. Findings feed the nominations committee's annual composition review.
The board must publish its King V apply-and-explain disclosure annually in the integrated annual report under King V Principle 4. The disclosure follows the IoDSA King V Disclosure Template and rolls up the 13-row Application Register. Driven by the annual King V disclosure compilation workflow. For listed issuers, the integrated annual report is also submitted to the JSE in line with the Listings Requirements.
An independent external evaluation of the board, its committees, and the chairperson must be conducted at least every two years per King V Principle 1. The external evaluator administers an instrument, conducts director interviews, and reports findings to the board. The chairperson discloses headline findings in the integrated annual report.
Newly-appointed directors must complete the company's director induction programme within 90 days of appointment. The programme covers the King V Code structure, the apply-and-explain regime, Companies Act fiduciary duties under sections 75 to 77, the company's strategy, and the company's governance instruments. King V Principles 5 (composition) and 7 (delegation to management).
Each director must complete the annual King V refresher covering the year's amendments (e.g. Companies Amendment Acts 2024), the Application Register, and contemporary governance themes including AI governance under Principle 10.
The remuneration policy must be tabled at the AGM for a binding shareholder vote under Companies Act section 30A (as inserted by the Companies Amendment Act 16 of 2024). The vote is required at least triennially, or more frequently if the policy is materially amended. Where support falls below 75%, the board must engage materially-dissenting shareholders and disclose the response in the following annual report.
The remuneration report (including the s30B pay-gap disclosure — top-5% to bottom-5% pay ratio) must be tabled at every AGM for a non-binding advisory shareholder vote under Companies Act section 30B (as inserted by the Companies Amendment Act 16 of 2024). Where support falls below 75%, the board must engage materially-dissenting shareholders and disclose the response in the following annual report.
The Social & Ethics Committee must table an annual report to shareholders at the AGM per Companies Act section 72(4) read with Regulations 43 and 26A. Composition rules were tightened by the Companies Amendment Acts 16 and 17 of 2024 (parts effective 27 December 2024). The report covers the statutory monitoring scope set out in Regulation 43.
Each director must complete an annual written declaration of personal financial and other interests under Companies Act section 75, read with King V Principles 1 and 2. Interests must also be disclosed before any board meeting considers an affected matter; the director recuses from discussion and vote unless the board resolves otherwise per s75(5). The company secretary maintains the conflicts register.
Each director must complete annual AI governance literacy training per King V Principle 10. The training equips directors to discharge Principle 10's AI accountability — ethics, transparency, accountability, explainability, fairness, mandatory human-override mechanisms, and supply-chain cyber risk.
Ready-to-use templates included with this pack.
Foundational governance document setting out the board's composition, role, responsibilities, and authority. King V Principles 1, 5, 6 and 7. Reviewed annually by the nominations committee.
Terms of Reference for the audit committee. Companies Act s94 statutory committee; King V Principle 12 (assurance and internal control). Independence and financial-literacy requirements.
Terms of Reference for the risk committee. King V Principle 8 (risk governance). Risk and audit may be combined for smaller boards; this TOR addresses the standalone variant.
Terms of Reference for the remuneration committee. King V Principle 11; composition tightened following Companies Amendment Act 16 of 2024 making the shareholder vote on the remuneration policy binding (s30A).
Terms of Reference for the nominations committee. King V Principles 5 and 6. Covers board composition, succession planning, director appointments, and (per Principle 5) diversity considerations.
Terms of Reference for the Social & Ethics Committee. Companies Act s72(4) statutory committee read with Regulations 43 and 26A; composition rules tightened by Companies Amendment Acts 16 and 17 of 2024 (parts effective 27 December 2024). King V Principle 2.
Company-wide code of conduct and ethics. King V Principle 2 (governing ethics and responsible corporate citizenship). Approved by the board, owned by the Social & Ethics Committee.
Company policy on identifying, declaring, and managing conflicts of interest. King V Principles 1 and 2; Companies Act s75 disclosure of personal financial interest by directors.
Policy governing how protected disclosures are reported, investigated, and protected from occupational detriment. Protected Disclosures Act 26 of 2000; King V Principle 2.
Board-approved remuneration policy. Subject to a binding shareholder vote under Companies Amendment Act s30A (effective 27 December 2024). King V Principle 11.
Annual remuneration report. Companies Amendment Act s30B requires disclosure of the highest-paid 5% to lowest-paid 5% pay-gap ratio. Subject to a non-binding advisory shareholder vote. King V Principle 11.
Policy framing the company's risk-management approach and the board-approved risk appetite. King V Principle 8 (risk governance).
Framework for identifying, owning, and monitoring legal and regulatory compliance obligations. King V Principle 9 (compliance governance).
Policy governing data and technology assets, including data classification, retention, access, and POPIA-aligned protection. King V Principle 10.
Policy on the responsible development, procurement, and use of AI systems. Net-new for King V: Principle 10 explicitly elevates AI ethics, transparency, accountability, explainability, fairness, and mandatory human-override mechanisms proportionate to risk.
Cybersecurity controls, supply-chain assurance, and incident-response playbook. King V Principle 10 strengthens supply-chain cyber risk and disaster-recovery testing requirements.
Framework operationalising the board's stakeholder-inclusive approach. King V Principle 13.
Matrix recording the board's delegation of authority to committees, the CEO, and management. King V Principles 6 and 7.
Framework for annual board self-evaluation and biennial external evaluation. King V Principle 1.
Template for the corporate-governance section of the integrated annual report. Houses the 13-row King V Application Register and apply-and-explain narrative per principle. King V Principle 4 (external reporting).
Recurring inspection and compliance checklists.
Annual self-evaluation completed by every director and aggregated by the chair. King V Principle 1.
Nominations committee review of board and committee composition, independence, and skills-matrix gaps. King V Principles 5 and 6; Companies Act s94 for audit-committee composition.
Net-new for King V. Triggered before deploying any High or Material AI use case. King V Principle 10.
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