[Last updated: 1 February 2026, unless otherwise noted]

In 1992, the King Committee on Corporate Governance was formed in South Africa, and, in line with international thinking, considered corporate governance from a South African perspective. The first King Code on corporate governance for South Africa was established in 1994 and has been subsequently amended and updated. Although the code is not enforced through legislation, it co-exists with a number of laws that apply to companies and directors, including the Companies Act. Compliance with the King Code is a requirement for companies listed on the JSE. The most recent update to the King Code, known as King V, came into effect for financial years beginning on or after 1 January 2026. Much like the JSE Simplification Project, King V makes use of plain language and simplified drafting.

The Listings Requirements incorporate certain practices from the King Code, thereby mandating compliance with their implementation. Issuers listed on the Main Board must adopt and apply the King Code through the King Code application and disclosure regime and disclose compliance with the corporate governance principle in its pre-listing statement and annual report. 

Directors:

• Each director must be classified as executive, non-executive or independent non-executive.
• Once the applicant issuer is listed, all non-executive directors must be elected by shareholders at an annual general meeting (AGM). For newly incorporated issuers listed on the JSE, all non-executive directors must retire at the first annual general meeting after the listing date.
• A third of all non-executive directors must retire at each annual general meeting.Retiring directors may be re-elected, provided that they are eligible.
• The board must perform a fit and proper assessment of each person, before such person is nominated/appointed (including independent background checks and verification of qualifications).

King Code: A listed company must comply with the following specific requirements of the King Code:

• The directors and senior management of the issuer must collectively have the appropriate expertise and experience for the governance and management of the applicant. Details of each director’s CV and capacity must be included in a pre-listing statement. It is best practice for a brief CV for each director standing for election or re-election at a general meeting or annual general meeting to accompany the notice of the general meeting or annual general meeting.
• There must be a policy evidencing a clear balance of power and authority at board of directors’ level to ensure that no one director has unfettered powers of decision-making.
• The issuer must have an appointed:
  • A chief executive officer and chair and these positions must not be held by the same person. The chair must be an independent non-executive director, or the company must appoint a lead independent director, in accordance with the King Code. The chair must not be an executive director.
  • An executive financial director. In exceptional circumstances and on application from the audit committee of the issuer, the JSE may allow for no executive financial director to be appointed or the financial director to be appointed on a part-time basis.
  • A company secretary. The board must be satisfied as to the competence, qualifications and experience of the company secretary on listing and on an annual basis.
• The issuer must appoint an audit committee, a remuneration committee and a social and ethics committee. Such committees must have at least 3 members, comply with the Companies Act (as applicable) and should be considered in accordance with the recommended practices in the King Code on an ‘apply or explain’ basis. A brief description of their mandates, the number of meetings held and other relevant information must be disclosed in the annual report.
• The audit committee must (i) consider, on an annual basis, and satisfy itself of the appropriateness of the expertise and experience of the financial director, (ii) ensure that the issuer has established appropriate financial reporting procedures and that those procedures are operating (which should include consideration of all entities included in the consolidated group IFRS financial statements, to ensure that it has access to all the financial information and allow the issuer to effectively prepare and report on its financial statements), and (iii) assess the suitability for appointment or reappointment of the company's current or prospective audit firm. The audit committee must further ensure that the appointment of the auditor is presented and included as a resolution at the annual general meeting of the listed company. The company must confirm to its shareholders that the audit committee has executed these responsibilities.
• The board of directors or the nomination committee, as the case may be, must have a policy on the promotion of broader diversity at board level, specifically focusing on the promotion of the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience. The policy must be available on the issuer’s website and may include voluntary diversity targets. The issuer must confirm this by reporting to shareholders in its annual report on how the board or the nomination committee, as the case may be, have considered and applied the policy in the nomination and appointment of directors. If applicable, the board must explain why any of the diversity indicators have not been applied and report progress on voluntary diversity targets in the policy.
• The remuneration policy and the implementation report must be tabled every year for separate non-binding advisory votes by shareholders of the issuer at the annual general meeting. The remuneration policy must record the measures that the board of directors of the company commit to take in the event that either the remuneration policy or the implementation report, or both, are voted against by 25% or more of the shareholder votes exercised. In order to give effect to the minimum measures referred to in the King Code, in the event that either the remuneration policy or the implementation report, or both, are voted against by shareholders exercising 25% or more of the voting rights exercised, the issuer must in its voting results announcement provide for (a) an invitation to dissenting shareholders to engage with the issuer; and (b) the manner and timing of such engagement. Details of the issuer’s engagement with dissenting shareholders must be provided in the issuer’s annual report for the next financial year outlining who it engaged with, how it engaged and the nature and steps taken to address the objections.

Secondary listings: An issuer with a secondary listing on the JSE and a primary listing on an approved exchange does not need to comply with the above. However, a positive statement confirming that the issuer complies with the corporate governance requirements of the primary exchange must be provided to the JSE and an overview of such regime included in the pre-listing statement.