Introduction
Corporate governance discussions in Uganda increasingly reference the “King Code”. This is particularly the case for companies within multinational groups, international donor-funded entities, and listed companies. In these contexts, King principles have become influential as a reference point for governance quality, especially where boards are assessed against broader market or institutional expectations.
With effect from 1 January 2026, King V replaced King IV as the current iteration of the King Code. This article provides an overview of the King Code, explains the transition from King IV to King V, and highlights the key developments in King V that are relevant to Ugandan companies and boards.
What Is The King Code?
The King Code is a corporate governance framework developed in South Africa under the auspices of the Institute of Directors in South Africa. It is principles-based and outcomes-focused, designed to guide governing bodies in exercising ethical and effective leadership.
Unlike rules-based governance regimes, the King Code does not prescribe rigid compliance steps. Instead, it operates on an *apply and explain” basis, requiring organisations to apply governance principles in a manner appropriate to their context and to explain how those principles have been implemented.
At its core, the King framework assesses governance against four governance outcomes:
- ethical culture;
- performance and value creation;
- conformance and prudent control; and
- legitimacy.
The emphasis is not on whether structures or policies exist, but on whether governance arrangements contribute meaningfully to these outcomes.
Why The King Code Became Influential
Since its first iteration in the 1990s, the King Code has gained influence beyond South Africa due to several distinguishing features.
First, it adopts an outcomes-based approach that focuses on board judgment and accountability rather than mechanical compliance.
Secondly, it emphasises a holistic approach to governance, recognising the links between strategy, risk, sustainability, stakeholder relationships, and long-term value creation.
Thirdly, it has been referenced by courts, regulators, investors, and governance professionals as an indicator of accepted governance practice.
As a result, the King Code has become a common point of reference in governance reviews, board evaluations, and institutional due diligence processes, notwithstanding its voluntary nature.
The Transition From King Iv To King V
King V follows nine years after the publication of King IV. It reflects developments in corporate governance practice, legislative change in South Africa, and evolving expectations around transparency, sustainability, independence, and technology governance.
King V was published on 31 October 2025 and applies to financial years beginning on or after 1 January 2026. Early adoption was encouraged.
While King V retains the outcomes-based philosophy and apply-and-explain approach of King IV, it introduces several structural and substantive changes intended to simplify the framework and strengthen accountability.
Key Structural Features Of King V
King V is presented in a deconstructed format, comprising separate documents covering foundational concepts, the Code itself, the disclosure framework, and a glossary. This replaces the single consolidated document approach used under King IV.
The number of core principles has been reduced from 17 to 13 through consolidation, with the intention of reinforcing integrated governance rather than weakening standards.
Sector-specific supplements have been removed, with the general principles intended to apply across sectors, to be read together with applicable legislation and sector regulation.
What Is New In King V
While King V does not represent a complete departure from King IV, it introduces a number of important developments.
i) Enhanced disclosure and accountability King V introduces a formalised disclosure framework. Organisations applying the Code are expected to complete a structured disclosure template approved and signed off by the governing body. The emphasis is on identifying departures from recommended practices and providing meaningful explanations. This approach concentrates attention on the quality of board judgment and explanation, rather than generic compliance statements.
ii) Sustainability and double materiality King V integrates sustainability more firmly into governance and strategy oversight.
Boards are expected to ensure that organisational purpose, strategy, and business models support sustainable value creation within the broader economic, social, and environmental context.
The Code explicitly incorporates the concept of double materiality, requiring consideration of both matters that affect the organisation financially and the organisation’s impact on society and the environment. Materiality assessments are treated as a board responsibility rather than a purely technical exercise.
iii) Information, data, and emerging technology governance
A notable development in King V is the consolidation of information, data, and technology governance under a single principle. Governing bodies are expected to oversee information integrity, cybersecurity, data stewardship, and the responsible use of emerging technologies, including artificial intelligence.
The Code emphasises human oversight, accountability, transparency, and ethical considerations in the deployment of technology, even where systems are outsourced or operationally managed.
iv) Ethics and whistleblowing
Ethics is framed as an operational governance system rather than a policy matter. The focus is on whether ethical risks are identified and addressed in practice, supported by effective whistleblowing mechanisms and governing body oversight.
v) Independence and board composition King V refines the assessment of independence of governing body members, including consideration of tenure, relationships with related parties, and cooling-off periods for former executives, supported by evidence-based assessment and disclosure.
Why King V Is Relevant For Ugandan Companies
King V does not replace governance requirements set out in law. However, governance assessments in practice often extend beyond statutory compliance.
Ugandan companies may encounter King- type governance expectations in a number of contexts, including:
- multinational group governance arrangements;
- investor and donor funding requirements;
- board evaluations and governance reviews; and
- institutional due diligence and funding processes.
In these settings, King V provides a structured way of articulating governance expectations that are increasingly used to assess board effectiveness, accountability, and transparency.
Boards may therefore wish to consider whether their governance arrangements enable them to respond confidently to these expectations. Areas that often attract attention include:
- the ability to demonstrate governance outcomes rather than reliance on formal structures alone; the quality and independence of information and assurance reaching the board; board-level oversight of sustainability, data, and technology risks; and
- the effectiveness of ethics and whistleblowing frameworks in practice
These considerations operate alongside existing legal and regulatory requirements.
Conclusion
King V represents the latest evolution of a governance framework that has long influenced governance thinking in the region.
For Ugandan companies, understanding the King Code and the changes introduced by King V can assist boards in reflecting on how they organise themselves, exercise oversight, and discharge their responsibilities in practice.