The new era of governance
The Institute of Directors in South Africa (IoDSA) published the King V Code on Corporate Governance on 31 October 2025. King V replaces King IV and introduces a refreshed, outcomes‑based approach to governance across all sectors – including retirement funds. For boards of trustees, this signals clearer expectations, stronger responsibilities, and a sharper focus on protecting members.
King V aims to modernise the governance landscape by simplifying principles, addressing emerging risks and embedding ethical, effective leadership. Although many concepts from King IV remain familiar, King V introduces new focus areas and expands on existing requirements.
The Code has been streamlined from 17 principles to 13 – now intentionally designed to be relevant to organisations of all sizes and sectors. For retirement funds, the Code is accompanied by a sector‑specific guidance note and a King V Disclosure Framework.
King V applies to financial years beginning on or after 1 January 2026, with early adoption strongly encouraged.
What boards of trustees should know
Ethical and effective leadership
King V emphasises that boards must lead with integrity, fairness and a commitment to act in the best interests of members at all times. This requires:
- exercising due care, diligence and good faith
- ongoing development to maintain competence
- disclosing and managing conflicts of interest – and avoiding those that cannot be managed
- dedicating adequate time to prepare for meetings and fulfil fiduciary duties.
Boards must also ensure that they have sufficient working knowledge of their fund, fund rules, applicable laws, codes, standards and the retirement industry.
Heightened expectations of independence
Independence is significantly strengthened in King V. Board members must exercise independent judgement and not act as representatives of any stakeholder group. They should avoid relationships or influences that could impair objectivity or independence.
Although legislation does not require an independent chairperson, King V considers it good governance for the board chair to be independent.
Competence, training and continuous learning
Being a board member is not a passive role. Training is mandatory, and learning must be continuous. Boards must ensure that they have the right mix of knowledge, skills and experience to govern effectively.
No more tick‑box governance
King V moves away from compliance for the sake of compliance, asking: Does your governance actually work? Boards must demonstrate that their decisions and oversight directly contribute to better outcomes for members.
Technology and data governance as core responsibilities
In a digital world, boards must oversee:
- Cybersecurity
- Data protection
- Information quality
- Technology risks and systems
Even when oversight is delegated to committees or service providers, the board remains ultimately accountable for their funds’ compliance and technology governance. Funds must therefore ensure that mandates are clear, monitoring mechanisms are robust, and escalation paths are effective.
Environmental, social and governance (ESG) is mandatory
Responsible investing is no longer optional. King V places responsible investment at the centre of investment governance. ESG factors must be integrated into investment mandates, monitored continuously, and aligned with the fund’s long-term objectives. This approach recognises that sustainability and member outcomes are inseparable.
Boards must balance short-term pressures with long-term value creation, ensuring that investment decisions support the financial security and well-being of members while considering broader societal impacts.
Transparent and meaningful reporting
Members expect more – more clarity, more frequency, and more transparency. Therefore, boards must improve disclosures on:
- Risks
- Costs
- Performance
- Strategy
Any fund that claims application of King V must report in accordance with the King V Disclosure Framework. The framework supports consistent, meaningful reporting that moves beyond compliance, to true stakeholder engagement.
Committees should fit the fund
The structure of board committees must match the fund’s size and complexity. Common committees include:
- Audit
- Risk
- Investment
While ethics committees are uncommon, ethical conduct remains a core board responsibility.
In umbrella funds, management committees or joint forums remain important, but accountability for all decisions still rests with the main board of trustees.
Boards must also ensure effective oversight of outsourced functions through clear mandates, performance expectations, agreed standards, and escalation mechanisms for non‑performance.
Strategy must serve members
A retirement fund exists to provide benefits, not profit. Boards must balance long‑term value, costs, risks and sustainability. This includes achieving real, risk‑adjusted returns while considering the diverse needs and life stages of members.
Summiting with King V – SOME-ITT
In essence, King V expects boards to SOME-ITT (pronounced summit). Boards must be:
- Skilled
- Outcomes‑focused
- Member‑centric
- Ethical
- Independent
- Tech‑aware
- Transparent
Boards that “summit” will reach the peak of their fund’s goals, strategies and member outcomes.
