What is the King 4 of corporate governance?

King IV is the fourth edition of South Africa’s King Report on Corporate Governance, published by the Institute of Directors in Southern Africa (IoDSA) in 2016 and effective from 1 April 2017. It sets out principles and recommended practices for good corporate governance, replacing King III with a more outcomes-focused, principle-based approach that applies across all types of organisations. The sections below answer the most common questions boards and governance professionals ask about King IV.

What are the core principles of King IV?

King IV is structured around 17 principles that together define what good corporate governance looks like in practice. These principles are grouped under four governance outcomes: an ethical culture, good performance, effective control, and legitimacy. Every principle is designed to contribute to at least one of these outcomes, giving boards a coherent framework rather than a disconnected list of rules.

The 17 principles address the full scope of board responsibility. They cover the role of the governing body in setting the ethical tone and strategic direction, the composition and structure of the board and its committees, the oversight of risk, compliance, technology, and remuneration, and the board’s accountability to stakeholders beyond just shareholders. Sustainability and integrated reporting also feature prominently, reflecting the growing expectation that boards account for their impact on society and the environment.

What distinguishes King IV’s principles from earlier governance codes is their orientation toward outcomes rather than process. The question is not whether a structure exists, but whether it is working. Boards are expected to demonstrate that their governance practices are producing the intended results, not simply that the required boxes have been ticked.

How does King IV differ from King III?

The most significant difference between King IV and King III is the shift from an “apply or explain” approach to “apply and explain.” Under King III, organisations could choose not to apply a principle if they explained why. Under King IV, all principles are assumed to apply, and organisations must explain how they are applying them. This change places the emphasis firmly on substance and outcomes rather than on justifying non-compliance.

King IV also broadened its scope considerably. King III was written primarily with listed companies in mind. King IV applies to all entities, regardless of size, sector, or legal form, including non-profits, state-owned enterprises, municipalities, small and medium enterprises, and retirement funds. Sector supplements were developed to address the specific governance contexts of different organisation types.

The language and structure of King IV were also simplified. King III contained 75 principles and hundreds of recommended practices, which many boards found unwieldy. King IV reduced this to 17 principles with accompanying recommended practices, making it more accessible and easier to apply in practice. The underlying ambition, however, became more demanding: King IV expects boards to take genuine ownership of governance rather than treating it as an administrative requirement.

Who does King IV apply to?

King IV applies to all organisations operating in South Africa, regardless of their legal form, size, or sector. This includes listed companies, state-owned entities, non-profit organisations, municipalities, retirement funds, small and medium enterprises, and academic institutions. The IoDSA developed sector-specific supplements to help different types of organisations apply the principles in ways that are appropriate to their particular context.

This universal scope was a deliberate departure from previous King Reports, which were written with larger listed companies as the primary audience. The IoDSA recognised that good governance is not the exclusive concern of publicly traded corporations. Any organisation that holds assets in trust for others, whether those are shareholders, beneficiaries, members, or the public, has an obligation to be well governed.

In practice, the depth and formality of application will vary. A large listed company will be expected to apply King IV comprehensively and report on it in detail. A small non-profit may apply the same principles in a simpler form. The framework accommodates this variation through the “apply and explain” mechanism, which allows organisations to describe how they apply each principle in a manner proportionate to their circumstances.

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, and to explain in its reporting how it has done so. There is no option to simply opt out of a principle. Instead, the organisation must describe the practices it has adopted to give effect to each principle and, where a recommended practice has not been followed, explain what alternative approach has been taken and why.

This represents a meaningful shift in governance accountability. Under the previous “apply or explain” model, explaining non-compliance was an accepted outcome. Under “apply and explain,” the starting assumption is full application. The explanation is not a justification for absence but a demonstration of presence: how the principle is being lived in practice.

For boards, this has practical implications for how they approach governance reporting. A disclosure that simply states a committee exists is no longer sufficient. The board must be able to articulate what that committee does, how it functions, and what outcomes its work produces. This demands a higher level of governance self-awareness and, in turn, a more honest internal assessment of whether governance structures are genuinely effective or merely formally correct.

What is the role of the board under King IV?

Under King IV, the board is the primary governing body of an organisation and carries ultimate accountability for its governance and performance. The board’s role is to steer the organisation, set its ethical tone, approve strategy, oversee management, and ensure that the organisation acts in the interests of all its stakeholders. King IV positions the board not as a passive oversight structure but as an active, engaged leadership body.

King IV is explicit that the board must provide both strategic leadership and effective oversight simultaneously. These are not separate functions assigned to different people; they are complementary responsibilities that every board must hold in balance. The board sets direction and then ensures that management executes within the boundaries of that direction, exercising independent judgment throughout.

The board is also responsible for the governance of risk, technology, compliance, remuneration, and stakeholder relationships. Each of these areas requires the board to understand the organisation’s exposure, set appropriate policies, and satisfy itself that management is responding effectively. King IV makes clear that delegation to committees does not relieve the board of accountability; the board remains responsible for everything done in its name.

Critically, King IV expects boards to assess their own effectiveness. A board that does not examine how well it is performing its governance role cannot credibly claim to be governing well. Board effectiveness evaluation is therefore not a peripheral activity under King IV; it is a direct expression of the board’s accountability to itself and to its stakeholders.

Is King IV legally binding in South Africa?

King IV is not legislation and is therefore not legally binding in the strict sense. It is a voluntary code of corporate governance. However, compliance with King IV is required for companies listed on the Johannesburg Stock Exchange (JSE) through the JSE Listings Requirements, which incorporate King IV by reference. For listed companies, this creates an effective legal obligation to apply and report on the code.

For organisations not subject to the JSE Listings Requirements, King IV remains a voluntary framework. However, regulators, investors, funders, and other stakeholders increasingly expect adherence to it, and departure from its principles without adequate explanation carries reputational and governance risk. In practice, the distinction between voluntary and mandatory is less significant than it might appear: the standard of governance King IV demands has become the benchmark against which boards are measured across sectors.

Courts and regulators in South Africa have also shown a willingness to reference King IV when assessing whether directors have met their fiduciary duties. While the code itself does not create legal liability, a board that consistently disregards its principles may find that this weighs against it in any subsequent legal or regulatory scrutiny. The practical effect is that King IV sets the standard of care that a reasonable board is expected to meet.

How The Board Practice helps boards apply King IV effectively

Understanding King IV in principle is one thing; applying it in a way that produces genuine governance improvement is another. The Board Practice works directly with boards to close that gap, combining deep governance expertise with a methodology developed over 19 years of board-level consulting.

Tailored board effectiveness evaluations that assess how well the board is applying King IV’s principles in practice, not just in policy, identifying both strengths and areas requiring development
Forward-looking analysis focused on strategy, board dynamics, culture, and leadership alignment rather than retrospective compliance checking
Honest, independent feedback delivered directly to the Chair and the board, free from the constraints that internal processes inevitably carry
Multi-year development plans that translate evaluation findings into sustained governance improvement, monitored in close partnership with the Chair
Cross-sector and international benchmarking drawn from over 120 board assignments across listed companies, state-owned entities, non-profits, and academic institutions

Boards that take King IV seriously recognise that the “apply and explain” obligation demands more than formal compliance. It demands a clear-eyed view of how the board actually functions. If your board is ready to move beyond the compliance narrative and engage with what genuine governance effectiveness requires, contact The Board Practice to begin that conversation.