Fitting King 3 into King 4
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Principle
K4
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King 4
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Equivalent
King 3
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Number
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1
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Principle 1.1: The governing body should set the
tone and lead ethically and effectively.
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1.1 The
board should provide effective leadership based on an ethical foundation.
2.3 The
board should provide effective leadership based on an ethical foundation.
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2
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2
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Principle 1.2: The governing body should ensure
that the organisation's ethics is managed effectively.
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1.3 The
board should ensure that the company’s ethics are managed effectively.
2.5 The
board should ensure that the company’s ethics are managed effectively.
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2
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3
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Principle 1.3: The governing body should ensure
that the organisation is a responsible corporate citizen.
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1.2 The
board should ensure that the company is and is seen to be a responsible corporate citizen.
2.4 The
board should ensure that the company is and is seen to be a responsible corporate citizen.
2.15 The
board should consider business rescue
proceedings or other turnaround mechanisms as soon as the company
is financially distressed as defined
in the Act.
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3
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4
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Principle 2.1: The governing body should lead the
value creation process by appreciating that strategy, risk and opportunity,
performance and sustainable development are inseparable elements.
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2.2 The
board should appreciate that strategy, risk,
performance and sustainability are inseparable.
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1
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5
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Principle 2.2: The governing body should ensure
that reports and other disclosures enable stakeholders to make an informed
assessment of the performance of the organisation and its ability to create
value in a sustainable manner.
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2.26 Companies
should disclose the remuneration of each
individual director and certain senior executives.
2.27 Shareholders
should approve the company’s
remuneration policy.
3.4 The
audit committee should oversee integrated
reporting.
4.10 The
board should ensure that there are processes in place enabling complete, timely, relevant,
accurate and accessible risk
disclosure to stakeholders.
9.1 The
board should ensure the integrity of the
company’s integrated report
9.2 Sustainability
reporting and disclosure should be
integrated with the company’s financial reporting
9.3 Sustainability
reporting and disclosure should be
independently assured
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7
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6
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Principle 3.1: The governing body should serve as
the focal point and custodian of
corporate governance in the organisation.
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2.1 The
board should act as the focal point for and
custodian of corporate governance
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1
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7
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Principle 3.2: The governing body should ensure
that in its composition it comprises a
balance of the skills, experience, diversity, independence and knowledge
needed to discharge its role and responsibilities.
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2.16 The
board should elect a chairman of the board who is an independent non-executive director.
The CEO of the company should not
also fulfill the role of chairman of the board.
2.20 The
induction of and ongoing training and
development of directors should be conducted through formal processes.
2.24 A
governance framework should be agreed between the group and its subsidiary boards.
3.2 Audit
committee members should be suitably skilled
and experienced independent non-executive directors.
3.6 The
audit committee should satisfy itself of the
expertise, resources and experience of the company’s finance function.
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5
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8
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Principle 3.3: The governing body should consider
creating additional governing
structures to assist with the balancing of power and the effective
discharge of responsibilities, but without abdicating accountability.
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2.18 The
board should comprise a balance of power, with a majority of non-executive directors. The
majority of non-executive directors
should be independent.
2.19 Directors
should be appointed through a formal
process.
2.21 The
board should be assisted by a competent,
suitably qualified and experienced company secretary.
2.23 The
board should delegate certain functions to
well-structured committees but without abdicating its own
responsibilities.
3.1 The
board should ensure that the company has an
effective and independent audit committee.
3.3 The
audit committee should be chaired by an
independent non-executive director.
3.5 The
audit committee should ensure that a combined assurance model is applied to provide a
coordinated approach to all assurance
activities.
3.8 The
audit committee should be an integral component of the risk management process
3.10 The
audit committee should report to the board and shareholders on how it has discharged its
duties.
4.3 The
risk committee or audit committee should assist the board in carrying out its risk
responsibilities.
7.1 The
board should ensure that there is an effective risk based internal audit
7.2 Internal
audit should follow a risk based approach
to its plan
7.3 Internal
audit should provide a written assessment
of the effectiveness of the company’s system of internal controls and
risk management.
7.4 The
audit committee should be responsible for
overseeing internal audit
7.5 Internal
audit should be strategically positioned to
achieve its objectives.
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15
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9
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Principle 3.4: The governing body should ensure
that the appointment of, and delegation to, competent executive management
contributes to an effective arrangement by which authority and
responsibilities are exercised.
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2.17 The
board should appoint the chief executive officer and establish a framework for the
delegation of authority.
4.4 The
board should delegate to management the
responsibility to design, implement and monitor the risk management
plan.
4.7 The
board should ensure that management considers and implements appropriate risk responses.
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3
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10
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Principle 3.5: The governing body should ensure
that the performance evaluations of
the governing body, its structures, its chair and members, the CEO and
the company secretary or corporate governance professional result in
continued improved performance and effectiveness
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2.22 The
evaluation of the board, its committees and the individual directors should be performed
every year.
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1
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11
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Principle 4.1: The governing body should govern
risk and opportunity in a way that
supports the organisation in defining core purpose and to set and
achieve strategic objectives.
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2.7 The
board should be responsible for the governance of risk.
2.10 The
board should ensure that there is an effective risk-based internal audit.
3.7 The
audit committee should be responsible for
overseeing of internal audit.
4.1 The
board should be responsible for the governance of risk.
4.2 The
board should determine the levels of risk
tolerance.
4.5 The
board should ensure that risk assessments are performed on a continual basis.
4.6 The
board should ensure that frameworks and
methodologies are implemented to increase the probability of
anticipating unpredictable risks.
4.8 The
board should ensure continual risk monitoring by management.
4.9 The
board should receive assurance regarding the
effectiveness of the risk management process.
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9
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12
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Principle 4.2: The governing body should govern
technology and information in a way
that supports the organisation in defining core purpose and to set and
achieve strategic objectives.
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2.8 The
board should be responsible for information
technology (IT) governance
5.1 The
board should be responsible for information technology (IT) governance
5.2 IT
should be aligned with the performance and
sustainability objectives of the company
5.3 The
board should delegate to management the
responsibility for the implementation of an IT governance framework
5.4 The
board should monitor and evaluate significant IT investments and expenditure
5.5 IT
should form an integral part of the company’s risk management
5.6 The
board should ensure that information assets are managed effectively
5.7 A
risk committee and audit committee should assist the board in carrying out its IT
responsibilities
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8
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13
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Principle 4.3: The governing body should govern
compliance with laws and ensure
consideration of adherence to non-binding rules, codes and standards.
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2.9 The
board should ensure that the company complies with applicable laws and considers
adherence to non-binding rules, codes and
standards.
2.14 The
board and its directors should act in the best interests of the company.
3.9 The
audit committee is responsible for recommending the appointment of the external auditor
and overseeing the external audit
process.
6.1 The
board should ensure that the company complies with applicable laws and considers
adherence to nonbinding rules codes and
standards
6.2
The board and each individual director should
have a working understanding of the
effect of the applicable laws, rules, codes and standards on the company and its business
6.3 Compliance
risk should form an integral part of the
company’s risk management process
6.4 The
board should delegate to management the
implementation of an effective compliance framework and processes.
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7
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14
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Principle 4.4: The governing body should ensure
that the organisation remunerates fairly, responsibly and transparently so as
to promote the creation of value in a sustainable manner.
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2.25 Companies
should remunerate directors and executives
fairly and responsibly.
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1
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15
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Principle 4.5: The governing body should ensure
that assurance results in an adequate and effective control environment and
integrity of reports for better decision-making.
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2.6 The
board should ensure that the company has an
effective and independent audit committee
2.12 The
board should ensure the integrity of the
company’s integrated report.
2.13 The
board should report on the effectiveness of the company’s system of internal controls.
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3
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16
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Principle 5.1: As part of its decision-making in
the best interests of the organisation, the
governing body should ensure that a stakeholder-inclusive approach is
adopted, which takes into account and balances their legitimate and
reasonable needs, interests and expectations.
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2.11 The
board should appreciate that stakeholders’
perceptions affect the company’s reputation.
8.1 The
board should appreciate that stakeholders’
perceptions affect a company’s reputation
8.2 The
board should delegate to management to
proactively deal with stakeholder relationships
8.3 The
board should strive to achieve the appropriate balance between its various stakeholder
groupings, in the best interests of
the company
8.4 Companies
should ensure the equitable treatment of
shareholders
8.5 Transparent
and effective communication with
stakeholders is essential for building and maintaining their trust
and confidence.
8.6 The
board should ensure that disputes are resolved as effectively, efficiently and
expeditiously as possible
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7
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17
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Principle 5.2: The governing body of an
institutional investor should ensure that the organisation responsibly
exercises its rights, obligations, legitimate and reasonable needs, interests
and expectations, as holder of beneficial interest in the securities of a
company.
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0
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