On 31 October 2025, the Institute of Directors in South Africa (IoDSA) released the King V Report on Corporate Governance (King V), replacing the previous King IV Report and introducing in modernised framework for ethical and effective governance. Although early adoption is encouraged, King V only applies to financial years beginning on or after 1 January 2026. For mining companies operating in high-risk, highly regulated environments, King V presents both a challenge and an opportunity to strengthen governance practices and legal compliance.
STRUCTURE OF KING V
King V has been broken down and structured into four core documents, namely:
- King V Code on Corporate Governance for South Africa, 2025;
- King V Foundational Concepts;
- King V Glossary; and
- King V Disclosure Framework.
Supplementary guidance notes have also been published to assist with sector-specific implementation, and this format improves the clarity and usability of the King Code.
CORE AMENDMENTS AND NEW ADDITIONS
Some of the key amendments and additions that are seen in King V are:
- Reduced and Refined Principles: King V consolidates the 17 principles in King IV into 13 core principles, streamlining governance obligations while retaining substance. These principles focus on ethical leadership, sustainable value creation, and stakeholder inclusivity.
- Legal Alignment: King V aligns with recent amendments to the Companies Act No. 71 of 2008, as well as sector-specific regulations such as the Mineral and Petroleum Resources Development Act No. 28 of 2002, the Mine Health and Safety Act No. 29 of 1996, the National Environmental Management Act No. 107 of 1998, the National Water Act No. 36 of 1998, the National Waste Act No. 59 of 2008, and other related legislation. This alignment enhances legal coherence and supports compliance for mining companies.
- Enhanced Environmental, Social and Governance (ESG) Integration: ESG considerations are now embedded across multiple principles. Companies must demonstrate how they govern and report on environmental impact, community engagement and sustainability.
- Strengthened Board Oversight and Composition: King V provides expanded guidance on board composition, independence, and diversity. Boards must be appropriately constituted to ensure effective oversight, with a balance of executive and non-executive directors, and a majority of independent members. Independence is defined not only by the absence of conflicts of interest, but also by the ability to exercise objective judgment.
Boards are expected to:
- Ensure diversity of skills, experience and demographics;
- Maintain transparency in director appointments and tenure;
- Promote independent thinking and challenge within governance structures.
For mining companies, this is critical to managing operational risk, regulatory compliance and stakeholder expectations.
- Board Committees: King V outlines the roles and responsibilities of key committees including audit, risk, remuneration and the social and ethics committee. Each committee must be properly constituted, independent and aligned with the company’s legal and governance obligations.
- Whistleblower Protection: King V enhances provisions for whistleblower protection, requiring safe reporting mechanisms and board-level accountability.
- Remuneration Governance: Detailed guidance on remuneration policies has been introduced, linking executive pay to long-term value creation and stakeholder outcomes.
- Data, Information and Technology Governance: A new and significant addition in King V are the specific provisions on data, information and technology governance. Boards are expected to oversee the ethical and secure use of digital systems, including cybersecurity, data privacy, and emerging technologies.
THE KING V DISCLOSURE FRAMEWORK
The disclosure framework is a central principle of King V and represents a shift in how governance is communicated. It requires companies “apply and explain”, which entails reporting on the application of each principle in a clear, narrative format, tailored to their specific context.
Key features of this framework include:
- Principle-by-principle disclosure: Companies must explain how each principle is applied, including the rationale and outcomes;
- Materiality and relevance: Disclosures must address issues that are significant to the company and its stakeholders recognising the different sizes, complexity and resources of different companies;
- Consistency and comparability: The framework promotes uniformity across sectors, enabling stakeholders to assess governance performance more effectively.
For mining companies, this would mean updating governance reports to reflect this new format, aligning ESG disclosures with legal obligations and stakeholder expectations and ensuring consistency across annual reports, sustainability reports and regulatory filings.
REPORTING REQUIREMENTS THROUGHOUT THE CODE
King V places strong emphasis on transparent and integrated reporting. Companies are expected to, amongst others:
- Disclose governance practices in line with the Disclosure Framework;
- Report on board composition, independence and committee activities;
- Provide detailed ESG disclosures, including environmental impact and community engagement; and
- Demonstrate alignment between strategy, risk, performance and remuneration.
These reporting obligations are not merely procedural, but they are vital to building trust with regulators, investors and affected communities.
PRACTICAL IMPLICATIONS FOR MINING COMPANIES
Following the publication of King V, companies must now:
- Review governance structures to ensure alignment with the 13 principles;
- Update board charters, policies, and reporting templates to reflect the Disclosure Framework;
- Train executives, directors, and operational managers on new expectations, especially relating ESG, whistleblowing, and stakeholder engagement; and
- Conduct a legal gap analysis to identify areas of non-compliance, and/or risk exposure.
SUGGESTED CONSIDERATIONS DURING THE TRANSITION PERIOD
Ahead of the 1 January 2026 effective date, companies are advised to:
- Engage legal counsel to interpret King V’s implications for existing governance frameworks;
- Initiate early adoption to demonstrate proactive compliance and leadership;
- Establish internal governance task teams to manage implementation and reporting;
- Begin updating, and/or drafting disclosure reporting templates in line with the “apply and explain” principle in the Disclosure Framework;
- Review the company’s digital governance, AI usage, cyber-security frameworks, and data management practices in alignment with King V’s principles; and
- Monitor the IoDSA guidance papers for sector-specific updates and clarifications.
CONCLUSION
King V represents a strategic evolution in South African corporate governance. Modern factors such as technology oversight, sustainability impact, standardised disclosures and proportionality are all embedded into board agendas. King V shifts governance from being merely compliance-driven to performance-driven, promoting responsible, transparent, and ethical leadership that enhances long-term value.
For mining companies, it offers a legally coherent, stakeholder-focused model that supports sustainable development, risk mitigation, and regulatory alignment. Although voluntary, the King Code is increasingly viewed as the standard for responsible corporate citizenship.
We invite all current and potential clients to contact us for tailored legal support in interpreting and implementing King V.
Should you require any more information, please contact Warren Beech at warren@bv-inc.co.za or Mbuyi Katumba at mbuyi@bv-inc.co.za.
Disclaimer: This article is provided for informational purposes only and is not intended to serve as legal advice. Readers should consult one of our legal professionals for advice tailored to their specific circumstances.