Introduction to King V and Governance Evolution
- Why King V? Drivers for change (technology, ESG pressures, complex risks, digital transformation).
- How King V builds on King IV principles.
- Overview of the King V framework, structure, and governance outcomes.
- Applicability: public, private, SOEs, NPOs.
Key Principles and Governance Outcomes in King V
- Refreshed principles compared to King IV.
- Ethical leadership and tone at the top.
- Organisation as a responsible corporate citizen.
- Transparency, accountability, fairness.
- Outcomes-based governance philosophy.
Duties and Responsibilities of Directors under King V
- Board’s role in strategic direction and oversight.
- Director conduct: independence, objectivity, and conflicts of interest.
- Fiduciary duties: acting in the best interests of the organisation.
- Accountability for culture, ethics, and stakeholder value creation.
- King V’s expectations for collective and individual director competence.
Board Composition, Independence and Performance
- Board structure under King V.
- Independence requirements and role clarity.
- Chair vs CEO role separation.
- Rotation, succession planning, and diversity.
- Board evaluations and performance reviews.
Technology, Data, Cybersecurity & AI Governance
- King V’s enhanced focus on technology-driven risks.
- Oversight of data governance, privacy, cybersecurity.
- Algorithmic risk, responsible AI, and digital ethics.
- Board accountability for tech competence and assurance.
ESG, Sustainability & Corporate Citizenship
- King V’s strengthened ESG integration.
- Environmental and climate governance responsibilities.
- Social sustainability: labour, transformation, communities.
- Governance of supply chains and responsible procurement.
- ESG reporting and assurance expectations.
Integrated Reporting & Disclosure Responsibilities
- Key elements of King V’s integrated reporting guidance.
- Materiality determination and stakeholder engagement.
- Transparency, integrity, and reliability of disclosures.
- Link between strategy, risk, performance, and sustainability.
Risk Governance & Internal Controls
- King V expectations for enterprise risk management.
- Risk appetite, tolerance, and risk culture.
- Internal controls, assurance models, and combined assurance enhancements.
- Oversight of fraud, technology risks, and emerging risks.
Social, Ethics & Governance Committees under King V
- Updated committee mandates.
- Alignment with Companies Act and governance expectations.
- Reporting lines and accountability.
- Skills and competency requirements.
10. Actionable Steps for Directors
- Governance checklists.
- Questions directors should ask management.
- Prioritising culture, ethics, risk, and technology oversight.
- Tools for strengthening governance maturity.
