King V, with the evidence behind every apply and explain
King V keeps the approach that makes King distinctive and demanding: the governing body explains how it applied each principle, in its own words, in a public report. That is straightforward to write and difficult to support. Dimeri holds the practices, decisions and evidence the explanation rests on.
What King V asks of a governing body
The King Code has never been legislation. It is a code of corporate governance that carries weight through adoption: the JSE Listings Requirements refer to it for listed companies, regulators and funders reference it, and courts have looked to it when considering what a reasonable director would do. King V, released in 2025, succeeds King IV and continues that line.
The defining feature is the apply and explain approach introduced in King IV and retained in King V. The governing body does not tick a box confirming compliance. It explains, in a public governance report, how it applied each principle and what it achieved by doing so. The intent is to make governance a matter of substance rather than form, because an organisation cannot write a credible explanation of a practice it does not actually run.
That is where the operational difficulty sits. An explanation of how the governing body exercised oversight of risk, or how it satisfied itself that assurance was adequate, has to be supported by something: dated decisions, committee papers, assessments, actions taken in response. When those live across email, minutes and personal drives, the annual governance report becomes an exercise in recollection. When they live in one register with owners and dates, the explanation writes itself from the record.
The governance areas Dimeri tracks
Dimeri holds the practices behind the principles, so the governance report is drawn from what the organisation did rather than from what it intended.
Leadership, ethics and corporate citizenship
The governing body leading ethically and effectively, governing the ethics of the organisation and its role as a responsible corporate citizen.
- Code of conduct with attestation tracked by individual
- Ethics and conduct risks held in the register
- Conflicts of interest declared and reviewed
- Whistleblowing matters tracked to outcome
Strategy, performance and reporting
The governing body appreciating that strategy, risk, performance and sustainable development are inseparable, and overseeing reporting that enables informed assessment.
- Strategic objectives linked to the risks that threaten them
- Material matters identified and tracked
- Reporting inputs assembled through the year
- Governance report evidence held per disclosure
Governing structures and delegation
A governing body with the right composition, supported by committees, with delegation that does not dilute accountability.
- Committee charters held with review dates
- Composition, independence and tenure recorded
- Delegations of authority mapped to decisions taken
- Attendance, quorum and resolutions captured
Risk and opportunity governance
Governance of risk in a way that supports the organisation in setting and achieving its objectives, treating opportunity and risk together.
- Enterprise risk register with appetite and tolerance
- Governing body oversight evidenced per cycle
- Risk responses tracked to completion
- Opportunity assessed alongside downside risk
Compliance, assurance and internal control
Compliance governance, and an arrangement of assurance services that enables an effective control environment and supports the integrity of reporting.
- Compliance universe with obligations and owners
- Combined assurance map across providers
- Control effectiveness evidenced by testing
- Assurance gaps surfaced for the audit committee
Stakeholders and remuneration
Stakeholder inclusivity in the governing body's approach, and remuneration that is fair, responsible and transparent.
- Stakeholder register with engagement records
- Stakeholder related risks held in the register
- Remuneration policy and implementation report inputs
- Voting outcomes and responses tracked
How Dimeri covers King V
The gap King exposes is between governance as described and governance as practised. Dimeri closes it by holding the practice, so the description has something to stand on.
Disclosure supported by dated evidence
Each disclosure in the governance report is linked to the underlying decisions, papers, assessments and actions with their dates and authors. The explanation is assembled from the record rather than recalled at reporting time.
Combined assurance the board can see
The assurance map shows which providers cover which significant risks, where coverage is duplicated and where it is absent. That is the basis on which a governing body can honestly say it satisfied itself about assurance.
Committee work that leaves a trail
Charters, composition, attendance, resolutions and matters arising are held together, so the effectiveness review has data behind it and the annual governance report can describe what committees actually did.
Shared credit with the Companies Act and JSE
Social and ethics committee work, director conflict declarations and risk oversight serve King, the Companies Act and where applicable the JSE Listings Requirements at once. Dimeri maps each once and credits all three.
Getting King V coverage in place
- 1
Map the current position
Existing charters, policies, committee structures and the prior year governance report are loaded, and each principle is assessed against the practices actually in place.
- 2
Attach evidence to disclosures
Each intended disclosure is linked to the evidence that supports it. Disclosures with nothing behind them are the gap list, and they are usually the most interesting output of the first cycle.
- 3
Run the governance calendar
Committee meetings, charter reviews, effectiveness assessments, policy reviews and attestations run as scheduled obligations with owners and reminders.
- 4
Draft the report from the record
The governance report is written against a year of dated decisions and actions rather than against recollection, and the supporting evidence stays available if anyone asks.
King V questions
Is King V mandatory?
King V is a code rather than legislation, so it is not mandatory in itself. It carries weight through adoption: the JSE Listings Requirements refer to the King Code for listed companies, many funders and public entities require application, and it informs what is expected of directors. Whether and how it applies to your organisation is a question for your legal advisers.
What does apply and explain mean in practice?
Rather than confirming compliance with a rule, the governing body explains in its governance report how it applied each principle and what the application achieved. It is a disclosure obligation rather than a compliance test, which makes it both more flexible and harder to fake, because an explanation with no practice behind it reads as one.
We currently report against King IV. What changes?
King V succeeds King IV and continues its outcomes based, apply and explain approach, so organisations already applying King IV have a foundation rather than a restart. The practical work is in confirming which practices the new Code expects and where your current disclosure set needs to move. Check the published Code and take advice on the transition, since the detail matters for your specific disclosures.
Can Dimeri produce the governance report?
It produces the supporting position: which principles have practices behind them, what evidence exists for each, and where the gaps are. The report itself is written by the organisation, because the whole point of apply and explain is that it is the governing body's own account rather than generated text.
Is this a substitute for the Code or for legal advice?
No. The King Code is published by the Institute of Directors in South Africa and should be obtained from them. This page describes how Dimeri holds the practices and evidence behind application, and it is not legal advice.
Put King V on one register
Every requirement mapped to a control with a named owner, the evidence held against it, and one view of where you stand.