In short: King V Principle 1 requires a governing body to evaluate its own performance and that of its committees, its chair, and each individual member, on a formal process approved at least every two years. The evaluation must cover four levels - the board as a whole, committees, the chairperson, and individual directors - and the choice between an internally facilitated or an externally facilitated process is the board's own, though periodic external facilitation is widely regarded as good practice. The process itself runs five stages: scope, instrument, data collection, findings and discussion, and action and disclosure. The stage boards most often skip is the one that matters most - findings must actually feed decisions on composition and succession, re-election recommendations, and chair or committee remediation, and the integrated report must disclose that the evaluation happened and what came of it.
In December 2017, Steinhoff International lost more than ninety percent of its market value in a matter of days. When the subsequent investigations picked through the wreckage, one uncomfortable question kept surfacing: how did a board of experienced directors fail to see what was in front of them? Part of the answer sits in a governance discipline too many boards treat as a box-ticking ritual - the board evaluation. A properly run evaluation asks whether the board has the skills, the independence, and the courage to challenge management. A tick-box evaluation asks nothing and finds nothing.
What King V actually requires
Board evaluation in South Africa is governed by King V, published in 2025 as the successor to the King IV Report of 2016. King V places performance evaluation of the governing body within Principle 1, on leadership: the governing body should ensure that evaluation of its own performance, and that of its committees, its chair, and its individual members, promotes accountability and continually improves its performance and effectiveness.
King operates on an "apply and explain" basis - not "comply or else." Every recommended practice is presumed to apply, and if a board has not applied it, the integrated report must explain how the underlying governance outcome was achieved by other means. There is no fourth option called "ignore it." King V recommends the governing body approve a formal evaluation process at least every two years, leaving the methodology - and whether it is externally facilitated - to the board's own judgement, though for listed companies market practice pushes toward a regular annual review with periodic external facilitation. The evaluation must cover four distinct levels, and the governing body must disclose that it took place and its overall nature and outcome. King does not prescribe a template, a scoring scale, or a facilitator - it prescribes an outcome, a board that can honestly assess whether it is effective, and expects the board to design a process that delivers it.
Four levels, and the internal-versus-external choice
The board as a whole: does it have the right composition, skills mix, diversity and genuine independence? Does it receive the right information at the right time, and does it spend its time on strategy and oversight rather than drowning in operational reporting? The committees: each is evaluated against its own terms of reference, and an audit committee's effectiveness is a matter of legal, not merely governance, consequence under the Companies Act's statutory duties. The chairperson: the level most often skipped, precisely because it is uncomfortable - in a King V-aligned process, the Lead Independent Director typically leads this evaluation, since a chair cannot objectively evaluate their own leadership. The individual members: attendance, preparation, contribution and independence of mind, assessed director by director.
An internally facilitated evaluation is run by the board itself - usually the chair or company secretary, often using questionnaires and self-assessment. An externally facilitated evaluation brings in an independent third party who interviews directors, observes a meeting, and reports objectively. King V leaves the choice to the governing body, but periodic external facilitation is widely regarded as good practice, because internal evaluations struggle to surface the very problems a struggling board is least willing to name. A purely internal, questionnaire-only evaluation, year after year, is exactly the kind of "apply and explain" gap a diligent chair should be uncomfortable disclosing.
The five-stage process
A defensible King V evaluation follows a clear process, and the company secretary should own the record of each stage. Scope: the board, usually via the nominations committee, agrees what will be evaluated, at which levels, and whether the year's process is internal or externally facilitated - minuted. Instrument: the evaluation instrument is designed against the outcomes King V sets and the board's own charter, not a generic downloaded template. Data collection: questionnaires, confidential interviews, or facilitator observation - confidentiality is what makes the findings honest. Findings and discussion: the results are analysed and, critically, tabled and discussed at board level. An evaluation whose findings are never discussed by the board has not happened, no matter how many questionnaires were completed. Action and disclosure: the board agrees remedial actions with owners and timelines, and prepares the integrated-report disclosure.
What the findings must actually drive
This is the point most boards fail. An evaluation is not a compliance artefact; its findings must feed decisions. On composition and succession: a skills gap the evaluation reveals - say, no director with genuine cyber or climate expertise on a board that faces those risks - is evidence the nominations committee must act on. On re-election: when a director stands for re-election, King V expects the board to confirm that performance and contribution continue to justify re-appointment, grounded in the individual evaluation - a board that recommends every director for re-election every year, regardless of contribution, has an evaluation that decides nothing. On chair and committee remediation: where the chair's leadership or a committee's functioning is found wanting, there must be a corrective conversation and a plan, led in the chair's case by the Lead Independent Director. On disclosure: the integrated report must disclose that the evaluation was undertaken, its scope and nature, and at a high level what it found and what the board is doing about it. Individual scores need not be published - but the process must be shown to be real and to have produced action. "The board conducted an evaluation and is satisfied with its performance" is precisely the empty disclosure that erodes market confidence.
A scenario worth sitting with
Picture a Lead Independent Director at a mid-cap JSE-listed company where, for four years running, an internal questionnaire has returned "effective" from every director, and the integrated report has carried one satisfied sentence. This year a shareholder activist has questioned board effectiveness at the AGM, and the audit committee chair has privately flagged that challenge in the boardroom has dried up since the current chair took over. The King V-aligned response is not a fifth identical questionnaire. It is recommending an externally facilitated evaluation with confidential interviews and meeting observation, explicitly scoping in the chairperson's evaluation, tabling the findings at board level even when uncomfortable, agreeing a remediation plan with the chair, and disclosing honestly that an externally facilitated evaluation was conducted and what specific actions on board dynamics and skills composition are underway. The first approach protects egos. The second protects the company - and the director, when the next difficult question comes at the AGM.
Run the evaluation King V actually asks for
BoardEvaluator™'s Board-as-a-Whole module structures the process this article describes into a live, facilitated evaluation instrument - scoped, confidential, and built to produce findings a board can actually table and act on.
See the Board-as-a-Whole module →Frequently asked questions
King V Principle 1 requires the governing body to ensure that evaluation of its own performance, and that of its committees, chairperson and individual members, promotes accountability and continually improves effectiveness. It recommends a formal evaluation process approved at least every two years, covering the board, its committees, the chair and each director, with disclosure that the evaluation took place and its overall nature and outcome.
King V leaves that choice to the governing body's own judgement, but periodic external facilitation is widely regarded as good practice. Internal, questionnaire-only evaluations tend to struggle to surface the problems a board is least willing to name itself, which is why a purely internal process repeated year after year is exactly the kind of gap a diligent chair should be uncomfortable disclosing under King V's apply-and-explain regime.
A chair cannot objectively evaluate their own leadership, so in a King V-aligned process the Lead Independent Director typically leads the evaluation of the chairperson - assessing whether the chair leads the board effectively, manages boardroom dynamics, and ensures dissent is heard.
Scope (the board or nominations committee agrees what is evaluated and how, minuted), instrument (designed against King V's outcomes and the board's own charter), data collection (questionnaires, interviews or facilitator observation, kept confidential), findings and discussion (tabled and actually discussed at board level - the stage most often skipped), and action and disclosure (remedial actions agreed with owners and timelines, then disclosed in the integrated report).
Findings must feed real decisions: identified skills gaps should inform the nominations committee's composition and succession planning; individual evaluations should ground re-election recommendations rather than rubber-stamping every director every year; poor chair or committee performance should trigger a corrective plan; and the integrated report must disclose that the evaluation happened, its scope and nature, and at a high level what came of it - not merely that the board is satisfied.