The King IV Report on Corporate Governance for South Africa was published in November 2016 and became effective on 1 April 2017. It replaced King III, introduced a fundamental shift in the compliance paradigm from “apply or explain” to “apply and explain” and reorganised South African corporate governance thinking around four overarching outcomes: an ethical culture, good performance, effective control, and legitimacy.
That is almost a decade ago. Long enough that every director, every company secretary, every audit committee member in this country has had ample opportunity to read it, understand it, and implement it.
In my experience of South African boardrooms across listed companies, private entities, and healthcare operators – the gap between King IV in principle and King IV in practice remains materially wider than the governance profession is comfortable admitting. This article is about that gap: where it exists, why it persists, and what closing it actually requires.
The Shift That King IV Made and Why It Was More Radical Than It Appeared
King III operated on an “apply or explain” basis. A company either applied the recommendation or explained why it had not. In practice, this produced a culture of disclosure over substance boards that documented their non-application with satisfying thoroughness while changing very little about how they actually governed.
King IV moved to “apply and explain”. Every company within its scope must apply all 17 principles. The question is no longer whether to apply – it is how, and the governing body must explain the practices it has adopted in giving effect to each principle. This is a fundamentally different discipline. It requires genuine engagement with the substance of each principle, not merely a compliance tick.
The 17 principles are organised around the four governance outcomes, and they cover the full architecture of organisational governance: the role and composition of the governing body; the delegation of authority; the governance of risk, technology and information, compliance, and remuneration; and stakeholder relationships. King IV also introduced the concept of “organisational citizenship” the recognition that an organisation exists within and as part of broader society, and that governance must reflect that reality.
The Three Failures I See Most Consistently
I want to be specific, because general commentary on governance gaps is of limited use to practising directors.
Failure 1: Risk governance reduced to an audit committee function
King IV is explicit: risk governance is a governing body responsibility, not a committee function. Principle 11 states that the governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. This means the full board must engage with risk not delegate it entirely to the audit or risk committee and receive a summary report.
In practice, what I observe is this: the risk committee meets, produces a risk register, presents a heat map to the board, the board notes it, and moves on. The governing body has technically discharged its reporting obligation. It has not governed risk. Governing risk means the board engages with the organisation’s risk appetite, actively considers whether the risk profile is aligned with the strategic plan, and challenges management’s risk assessments. That conversation happens in very few SA boardrooms with the depth King IV envisions.
Failure 2: Stakeholder inclusivity treated as a CSR line item
King IV’s stakeholder-inclusive approach articulated under Principle 16 requires the governing body to appreciate that the company serves the interests of stakeholders beyond its shareholders. This is not a CSR mandate. It is a governance mandate. The board must consider the legitimate interests and expectations of material stakeholders in its decision-making, not simply report on community investment spend in the integrated report.
The Social and Ethics Committee, required under Regulation 43 of the Companies Act for public companies and state-owned entities, is frequently the mechanism through which stakeholder interests are supposed to reach board level. In too many companies it is the committee that meets least frequently, receives the least board attention, and produces the thinnest reporting. The implicit message that stakeholder interests are secondary to financial performance is exactly what King IV was designed to correct.
Failure 3: Integrated thinking absent from strategic conversation
King IV and the International Integrated Reporting Framework, which underpins the integrated report requirement for JSE-listed companies, are built on the concept of integrated thinking the active consideration of the relationships between the various capitals (financial, manufactured, intellectual, human, social and relationship, and natural) in strategy formulation and decision-making.
The integrated report is the output of integrated thinking but in many SA companies it has become a publishing exercise rather than a reflection of how the board actually thinks. Strategy sessions focus on financial and market performance. The human capital implications of a strategic shift, the social and relationship capital consequences of a major restructuring, the natural capital dependencies of the business model – these dimensions are rarely interrogated at board level with the rigour that the integrated thinking framework demands.
The NHI Context – Why Governance Quality Is Existential for Healthcare Boards
The National Health Insurance Act 20 of 2023 introduces an accreditation framework that places governance and compliance capability at the centre of healthcare provider eligibility. Facilities and service providers seeking NHI accreditation will be assessed against quality and governance standards administered by the Office of Health Standards Compliance (OHSC).
For healthcare boards, King IV governance is therefore not merely a best practice consideration – it is a prerequisite for participation in the emerging NHI system. A healthcare operator whose board cannot demonstrate genuine governance quality, functioning committee structures, and a credible compliance posture will face material barriers to NHI accreditation that no amount of clinical excellence will overcome.
This is the conversation healthcare boards should be having right now, and most are not.
What Good King IV Governance Actually Looks Like in Practice
Three practical changes that any SA board can implement immediately, without external consultants or expensive interventions:
First: introduce a governance self-assessment cycle. King IV Principle 9 requires the governing body to evaluate its own performance and effectiveness. In practice, this means an annual structured self-assessment – not a box-ticking survey, but a genuine conversation about whether the board is adding value in the areas where it is supposed to govern. The output should inform board composition decisions, committee mandates, and director development priorities.
Second: restructure how risk reaches the board. Remove the risk register as a standard agenda item. Replace it with a risk dialogue: two or three material risks per quarter, presented with full context, stress-tested assumptions, and a board-level discussion of whether the organisation’s response is adequate. This takes the same time as reviewing a heat map. It produces governance.
Third: give the Social and Ethics Committee a real mandate. Require it to report to the board not merely present minutes – on at least two substantive stakeholder matters per year. Ensure that its findings influence strategic decisions. If the committee cannot point to a board decision that was shaped by stakeholder considerations in the past 12 months, it is a reporting structure, not a governance structure.
A Word on the Director’s Personal Obligation
King IV Principle 7 addresses the composition of the governing body. It requires that directors individually and collectively have the attributes, skills, experience and capacity to effectively govern the organisation in the best interests of the company. This is not a passive obligation, it requires directors to actively maintain their competence, engage with developing governance practice, and identify gaps in collective board capability.
The Institute of Directors South Africa provides professional development frameworks, the Chartered Director designation, and governance resources that support directors in meeting this obligation. Membership of IODSA is not a credential – it is an ongoing commitment to governance practice. The distinction matters.
I serve on several boards across healthcare, property, and financial services entities, and I actively consider new non-executive director mandates where governance transformation is a genuine board priority – not simply an item on the agenda paper. If that describes your organisation, I am open to the conversation.
Gerhardus (Gert) Viljoen is CEO of V Professional Services), and a specialist in corporate governance, healthcare finance, and distressed asset acquisition. He is a member of the Institute of Directors South Africa and the South African Institute of Professional Accountants
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