What is the King 4 of corporate governance?

King IV is South Africa’s fourth iteration of its corporate governance code, published by the Institute of Directors in South Africa (IoDSA) in 2016 and effective from 1 April 2017. It replaced King III with a significantly updated framework built around four core governance outcomes and a shift from a rules-based to a principles-based approach. King IV applies to all organisations, not only listed companies, and sets an international standard for governance thinking across the African continent and beyond.

The code is structured around 17 principles and introduces the “apply and explain” disclosure regime, replacing the “apply or explain” model of its predecessor. The sections below address the most important questions boards and governance professionals ask about King IV.

How does King IV differ from King III?

King IV differs from King III in three fundamental ways: it shifts from “apply or explain” to “apply and explain,” it extends its scope to all types of organisations rather than primarily listed companies, and it reframes governance as a means of achieving specific outcomes rather than a checklist of compliance obligations. Where King III treated governance largely as a set of rules to be followed or justified, King IV treats it as a leadership discipline.

King III introduced the concept of integrated reporting and placed sustainability firmly on the governance agenda. King IV builds on that foundation but goes further. It consolidates and simplifies the principles, reducing complexity while deepening the expectation of ethical and effective leadership. The earlier code contained 75 principles across nine chapters; King IV organises its guidance around 17 principles linked directly to four governance outcomes, making it easier for boards to connect their practices to meaningful results.

King IV also places greater emphasis on the role of the governing body as a whole, rather than focusing narrowly on individual director duties. This reflects a broader understanding of how effective boards actually operate: through collective judgment, shared accountability, and deliberate attention to culture and stakeholder relationships.

What are the 17 principles of King IV?

The 17 principles of King IV are organised into four parts: leadership, ethics and corporate citizenship; strategy, performance and reporting; governing structures and delegation; and governance functional areas. Together, they define what it means for a governing body to lead an organisation with integrity, competence, and accountability.

The principles address the following areas:

Ethical and effective leadership by the governing body
Responsible corporate citizenship
Strategy, risk, performance, and sustainability as integrated concerns
Reporting that is accurate, timely, and meaningful
The composition, role, and responsibilities of the governing body
Committees of the governing body, including audit, risk, and remuneration
The role of the CEO and the relationship between the governing body and management
The company secretary and external assurance providers
Risk governance and technology and information governance
Compliance, remuneration, and stakeholder relationships

Each principle is supported by recommended practices, which provide practical guidance on how the principle can be implemented. Importantly, these recommended practices are not prescriptive mandates. They represent considered guidance that boards are expected to interpret in light of their specific circumstances, size, and strategic context.

What does ‘apply and explain’ mean under King IV?

“Apply and explain” means that every organisation subject to King IV is expected to apply all 17 principles without exception, and then explain in its disclosure how each principle has been applied in practice. Unlike the previous “apply or explain” model, there is no option to decline a principle and substitute an explanation. Application is assumed; the disclosure is about demonstrating how.

This shift carries significant implications for boards. Under King III, a governing body could effectively opt out of a principle by explaining why it had chosen not to follow it. King IV removes that option. The underlying assumption is that all 17 principles represent non-negotiable standards of good governance, and the only legitimate question is how they are being implemented.

In practice, “apply and explain” raises the standard of governance disclosure considerably. Boards must be specific, not formulaic. A disclosure that simply states a principle has been applied without explaining how it manifests in the organisation’s actual governance practices does not meet the spirit of the code. This demands genuine reflection from governing bodies, and it is one of the reasons that board effectiveness evaluation has become an increasingly important governance discipline in organisations that take King IV seriously.

Who does King IV apply to?

King IV applies to all organisations incorporated or established in South Africa, regardless of their size, sector, or legal form. This includes listed companies, state-owned entities, non-profit organisations, small and medium enterprises, retirement funds, and municipalities. The code uses the term “governing body” deliberately, rather than “board of directors,” to reflect this breadth of application.

This universal scope was a deliberate departure from King III, which was primarily directed at listed companies. The IoDSA recognised that good governance is not a privilege of large corporations. Every organisation that holds assets, employs people, and affects stakeholders has a responsibility to be well governed.

To make the code practical across such a diverse range of organisations, King IV includes sector supplements that provide tailored guidance for specific contexts, including municipalities, retirement funds, small and medium enterprises, and non-profit organisations. These supplements do not alter the principles but offer context-specific recommended practices that make implementation more accessible.

What are the four governance outcomes King IV aims to achieve?

King IV is structured around four governance outcomes that all 17 principles are designed to support: an ethical culture, good performance, effective control, and legitimacy. These outcomes represent the purpose of corporate governance, not just its process. A governing body that achieves these four outcomes can be said to be governing effectively.

Ethical culture: The governing body sets the ethical tone of the organisation and ensures that its values are embedded in behaviour at every level, not merely stated in a code of conduct.
Good performance: Governance exists to enable the organisation to achieve its strategic objectives and create value over the short, medium, and long term for all stakeholders.
Effective control: The governing body provides oversight of risk, compliance, and internal controls, ensuring that the organisation operates within appropriate boundaries without stifling performance.
Legitimacy: The organisation earns and maintains the trust of its stakeholders by acting transparently, responsibly, and in a manner consistent with its stated values and purpose.

These four outcomes are interdependent. A board that achieves strong performance without an ethical culture risks legitimacy. A board focused on control without attention to performance undermines the organisation’s long-term viability. King IV asks governing bodies to hold all four outcomes simultaneously, which is precisely why board leadership and cohesion matter as much as governance structures.

How does King IV influence board effectiveness evaluations?

King IV directly shapes what a board effectiveness evaluation should examine. Because the code frames governance as a means of achieving specific outcomes rather than a compliance exercise, evaluations conducted under its influence must look beyond procedural adherence and assess whether the governing body is genuinely delivering on its leadership mandate. An evaluation that only checks whether committees meet and whether minutes are recorded misses the point of King IV entirely.

A rigorous evaluation aligned with King IV will examine the quality of strategic oversight, the board’s engagement with risk and opportunity, the strength of the relationship between the governing body and management, and the ethical tone that the board sets for the organisation. It will ask whether the board’s composition reflects the knowledge, skills, and experience required to navigate the organisation’s future, not just its present.

King IV’s “apply and explain” requirement also means that boards need credible, evidence-based accounts of how their governance practices work in reality. An independent evaluation provides precisely that evidence, and it does so with the candour that internal self-assessment rarely achieves. The code recommends that the governing body periodically undergo an external evaluation, recognising that genuine self-awareness at board level requires an objective external perspective.

How The Board Practice supports King IV governance

For boards navigating the expectations of King IV, The Board Practice provides the independent, expert perspective that the code’s spirit demands. Its approach to board effectiveness is built around the following:

Fully customised evaluations that examine leadership quality, board dynamics, and strategic alignment, not generic compliance checklists
One-on-one structured interviews and tailored questionnaires that surface the issues boards find most difficult to discuss internally
Forward-looking analysis that identifies both competitive strengths and areas requiring development, with a two to three year development plan monitored in partnership with the Chair
Deep experience across listed companies, state-owned entities, non-profits, and SMEs, reflecting the same breadth of application that King IV itself demands
A methodology refined over 19 years and applied across more than 120 board engagements internationally, providing the benchmarking depth that a single organisation cannot generate on its own

If your board is ready to move beyond procedural compliance and engage with governance as a genuine leadership discipline, speak with The Board Practice to explore how an independent evaluation can strengthen your board’s effectiveness and long-term impact.