When directors fall short of their legal duties, the consequences can be severe, ranging from reputational damage to personal liability. In South Africa, the Companies Act 71 of 2008 (“Companies Act”) provides the framework for directors’ responsibilities, while the King V Report on Corporate Governance for South Africa 2025 (“King V Report”) reinforces the importance of ethical leadership and access to independent, professional advice. Together, these instruments highlight that effective governance begins with a clear understanding of directors’ obligations. Our aim is to provide directors and stakeholders with a concise, accessible resource that underscores both the legal framework and the governance principles shaping boardroom accountability today.

I hope that you find these publications informative and please feel free to contact me for any advice or for further information.

Kind regards,
Dr. Eric Levenstein | Director and Head of Insolvency & Business Rescue

Download the guide here.

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Listed companies in South Africa are facing a rapidly changing governance landscape. Three key instruments namely, the revised JSE Listings Requirements which took effect on 16 February 2026, the King V Code of Corporate Governance launched in October 2025, and amendments to the Companies Act promulgated in 2024 shape the regulatory framework under which boards must operate.

Although these three instruments address similar key aspects of corporate governance, they differ in purpose, scope and enforceability. This note offers an overview of governance obligations arising under the Companies Act, the JSE Listings Requirements, and King V. It highlights both points of alignment and areas of divergence, with particular focus on board composition, director independence, nomination and election processes, the roles of key officers, and the structure and functioning of board committees.

Each topic is discussed in light of recent developments, and the analysis is complemented by a comparative table that consolidates the requirements currently applicable to listed companies in South Africa.

Download the comparative guide here.

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The official King V was launched on 31 October 2025. The project was spearheaded by the Institute of Directors in Southern Africa NPC (IoDSA) in its capacity as Secretariat for the King Committee and custodian of the King Reports on corporate governance in South Africa. It replaces the previous edition (‘King IV’) and will be effective for financial years beginning on or after 1 January 2026.

The fifth edition of the Code (‘King V’) follows the trend of previous editions and sets out the philosophy, principles, practices and outcomes which serve as the benchmark for corporate governance in South Africa. It was drafted to address both national and global developments, improve accessibility for all types of organisations, and promote the ongoing evolution of governance outcomes. Werksmans provides a bespoke and summarised overview of key components relevant to King V.

Download the King V Overview here.

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