Ask any South African board member which appointment carries the greatest weight in the boardroom. Most will answer without hesitation: the Chief Executive Officer.
Now ask which appointment receives the greatest scrutiny, the most rigorous process, the most structured assessment. The answer is usually the same.
They would be wrong.
The most consequential appointment a board makes is not the CEO. It is the person who leads the board that appoints the CEO and holds the CEO accountable.
This person also sets the governance tone for the entire organisation, steers the succession process, and manages the relationship between the board and its stakeholders. It is the chairperson.
In South Africa in 2026, the chairperson role is more demanding than it has ever been. Yet in many organisations, it is still selected through a process that would be considered insufficient if applied to a mid-tier executive appointment.
That gap matters. Understanding why it exists is one of the most important governance conversations South African organisations are not yet having.
So is understanding what boards should do about it.
A Role Whose Weight Has Grown Significantly
South Africa’s governance framework has always positioned the chairperson as central to effective board leadership. The King Reports on Corporate Governance, which have set the benchmark for board practice since 1994, have each reinforced the chair’s independence, authority, and responsibility.
King V is the latest iteration of the code, published by the Institute of Directors in South Africa in October 2025. It takes effect from 1 January 2026 and goes further than any previous version.
Where earlier iterations asked boards to adopt good practices and explain their approach, King V demands that governance be assessed through concrete results rather than procedural intent.
This shift from compliance to demonstrable impact places the chair at the centre of a new and more rigorous accountability framework.
King V moves away from tick-box compliance. Boards must now evidence impact, not merely intent. The chair is the person most responsible for ensuring that shift is real.
Source: Mayet and Associates, King V and the Future of Corporate Governance in South Africa, November 2025
King V Principle 7 retains the clear recommendation that the governing body should appoint an independent non-executive member as its chairperson.
It also specifies that a former CEO should not move directly into the chair role. At least three complete years must have passed before any such transition.
The rationale is clear: objectivity, a balance of power, and the board’s ability to function as a genuine check on executive authority.
Yet research into JSE-listed companies tells a more complicated story. A study published in 2022 examined board governance in South African listed companies.
It found that more than a third of the sampled organisations did not demonstrate compliance with the requirement for an independent board chairperson. More than half had no lead independent director in place, despite this being the recommended safeguard when independence cannot be confirmed.
Source: Who Monitors the Monitors? An Examination of Listed Companies in an Emerging Market Context, PMC / NCBI, 2022
The governance framework has grown. The expectations have expanded. But in many organisations, the process for selecting the person who must deliver against those expectations has not kept pace.
The Demands Have Expanded Under King V and the New JSE Listing Requirements
January 2026 brought the most substantial reform of South Africa’s corporate governance landscape in nearly a decade. King V came into effect along with substantial amendments to the JSE Listing Requirements.
These now include mandatory fit-and-proper assessments before any director nomination or appointment, expanded director-declaration requirements covering additional integrity matters, and a requirement that board diversity policies be publicly available.
Source: Chambers and Partners, Corporate Governance 2026, South Africa
These changes expand what the chairperson is responsible for overseeing. Under King V, the chair is explicitly required to lead the governing body in the objective, ethical and effective discharge of its governance responsibilities.
The chair must ensure that board performance evaluations are conducted at least every two years and must lead the nomination process.
The chair must also manage conflicts of interest, including their own, and must serve as the main point of accountability for stakeholder engagement when formal channels have been insufficient.
King V also introduces a strengthened outcomes framework. Boards must now demonstrate that governance practices produce four specific results: ethical and responsible leadership, ongoing performance and value creation, effective compliance and sound internal control, and organisational legitimacy and stakeholder assurance.
The chair is the person ultimately accountable for creating the conditions in which these outcomes are achieved.
Source: King V Code on Corporate Governance for South Africa, IoDSA, 2025
This is not a ceremonial role. It is an active, demanding, and highly consequential leadership position.
And yet in many South African boardrooms, the person appointed to it has been identified informally and selected by consensus among existing board members. They are often asked to step into the chair with little structured assessment of whether they are genuinely equipped for what the role now requires.
What the Companies Act and King V Say, and Where Practice Falls Short
The Companies Act of 2008 provides the legal framework for directors’ duties in South Africa. But as Al Baraka Bank’s Secretariat Department has noted in its analysis of the chairperson’s role, the Act does not offer detailed guidance on the chair’s specific responsibilities.
The Companies Act outlines general fiduciary duties but leaves the definition of the chair’s role largely to King V and the board’s own governance documents.
Source: The Role of a Company Chairperson in South Africa: A Call for Clearer Guidelines, Al Baraka Bank Secretariat, 2024
This gap between legal requirements and governance expectations creates structural ambiguity. Boards know they need an independent non-executive chairperson, and King V tells them what that person should do.
But neither document tells them how to find, assess, or appoint the right person with the rigour the role calls for.
In practice, what often happens is this: a long-serving non-executive director is asked to step into the chair role when the incumbent departs.
The existing board makes the decision, frequently with limited input from external advisors. The candidate’s suitability is assessed on the basis of acquaintance and tenure rather than formal assessment.
There is rarely a search process. There is rarely a capability assessment. There is rarely a structured induction.
This approach may produce good outcomes when the individual is the right fit. But it is not a process that reliably identifies the best available candidate.
Nor is it a process that holds up under the scrutiny that King V now demands boards apply to all director nominations.
Boardcloud’s governance guide for South African chairpersons puts it plainly: the chairperson is the linchpin of an effective corporate governance system. They are responsible for creating the conditions for overall board effectiveness and serve as the ultimate custodian of the company’s governance framework.
That is not a role that should be filled by default.
Source: Chairman of the Board: Guide to Leadership in South Africa, Boardcloud, 2024
Three Reasons the Chair Selection Process Remains Underinvested
- The Nomination Committee Does Not Always Apply Consistent Standards
King V serves as a member and chair of the nomination committee. This makes structural sense: the chair oversees board composition and renewal.
But it also creates a situation in which the committee responsible for the chair’s own selection and re-appointment is one that the chair typically leads. Independent oversight of this process is not always present.
The IoDSA’s guidance for nomination committees notes that succession planning should include key roles such as the chairperson of the governing body. In practice, however, succession planning at the chair level receives far less structured attention than CEO succession.
The Heidrick and Struggles 2026 CEO and Board Confidence Monitor found that only four in ten South African board members felt confident that their succession planning positioned the organisation well for the future.
Chair succession is rarely separated from general board succession in these assessments. It is expected in a similar or weaker position.
- The Market for Non-Executive Directors Is Thinner Than It Appears
South Africa’s pool of experienced, independent non-executive directors is smaller than its listed company sector would suggest. A relatively small number of individuals hold multiple non-executive positions across JSE-listed and unlisted companies, state-owned entities, and regulated industries. This concentration means that boards frequently turn to the same networks when seeking chair candidates, reinforcing familiarity over fit.
The emigration of senior executives and non-executives adds additional pressure. As noted in previous analysis by Search Partners International, the departure of experienced leaders from the South African talent market impacts executive pipelines.
It also impacts the pool of individuals with the governance maturity, stakeholder management experience, and corporate credibility required at chair level.
- The Role’s Demands Are Not Always Fully Understood at the Point of Appointment
A study examining the legal and governance framework for company chairpersons in South Africa was published in the Comparative and International Law Journal of Southern Africa. It found that King IV left room for interpretation regarding the chair’s responsibilities.
King V has tightened this, but the more general point remains: the role’s scope is not always fully appreciated by the boards that appoint, or by the individuals who accept the position.
The demands of the chair role in 2026 include leading board performance evaluations, managing the CEO relationship with appropriate distance and rigour, and stewarding the transformation agenda under Employment Equity Act obligations.
They also include overseeing ESG disclosure in line with the new King V Disclosure Framework, and representing the board in a stakeholder environment that, under King V, now explicitly includes government, community, and civil society.
That is a portfolio of responsibilities that warrants structured assessment, not a consensus nomination.
What Effective Chair Appointment Looks Like
Boards that take the chair appointment seriously treat it as a search process rather than an internal promotion. This means beginning well before the incumbency ends and articulating the specific capabilities and experience the role requires in the current context.
It also means assessing candidates against those requirements with the same structured rigour applied to CEO selection.
The capabilities required of a chair in the South African context in 2026 are specific. They include governance maturity and a track record of effective independent oversight, and the ability to manage a complex stakeholder landscape that goes beyond the board and the executive team.
They also include experience navigating transformation obligations and the intersection of B-BBEE compliance with planned leadership, and the authority and credibility to hold a high-performing CEO to account without undermining their effectiveness.
Finally, they include the interpersonal sophistication to build a board that functions as a genuinely joint decision-making body rather than a collection of individual views.
Not all experienced non-executives possess all of these qualities. And tenure on a board is not a reliable proxy for any of them.
A director who has served effectively in their current role for a decade may not be the best person to chair the board in the next chapter of the organisation’s development.
The question is not who has served the longest. It is who is best equipped to lead the board that the organisation needs now, for the challenges it faces next.
King V’s requirement for formal board performance evaluations, performed at least every two years, includes evaluation of the chairperson’s performance. This creates a new accountability structure around the role.
But accountability after appointment is not a substitute for rigour at the point of selection. The evaluation framework is most valuable when it is assessing a person who was correctly appointed in the first place.
The Chair-CEO Relationship: Why Getting the Appointment Right Cascades Downward
There is a dimension to the chair appointment that is frequently underestimated: its impact on the CEO.
The relationship between the chairperson and the chief executive is the most important working relationship in the governance of any organisation.
Research regularly shows that when this relationship is strong, explicit, and well-defined from the outset, it enables the CEO to lead more effectively. It also provides the board with a reliable source of intelligence about the organisation’s true condition.
When poorly defined or misaligned, it creates friction that accumulates over time. This friction is rarely visible in board papers or governance reports until it has already damaged the organisation.
In South Africa, where CEO transitions are themselves a risky moment, as detailed in previous writing on this subject, the chair’s role in the transition is critical.
The chair sets the mandate, manages the board’s expectations, and structures the CEO’s onboarding. The chair also holds the relationship through the difficult early months when a new chief executive is still building their understanding of the organisation and its stakeholder landscape.
A chair who was appointed without rigour, whose authority within the board is unclear, or whose independence is questioned, cannot perform this function effectively. The effect flows directly into the CEO’s ability to operate, and from there into the organisation’s performance.
What This Means for Boards in 2026
South Africa’s governance environment has never placed higher demands on the chairperson. King V has expanded the outcomes framework. The JSE Listing Requirements now mandate director fit-and-proper assessments.
Employment Equity sectoral targets are legally enforceable, and ESG disclosure obligations are accelerating. The broader political and economic situation of the Government of National Unity era requires boards to navigate stakeholder complexity at a level that most administrative frameworks from a decade ago did not anticipate.
Against this backdrop, selecting the chair through an informal consensus process, or defaulting to the longest-serving non-executive, poses a governance risk that boards are increasingly unable to afford.
The cost of the wrong appointment at the chair level is not limited to governance quality. It leads into CEO effectiveness, board cohesion, stakeholder assurance, and ultimately into the organisation’s ability to perform.
The nomination committee, when functioning well, is the appropriate body to lead this process. The process should include a structured articulation of what the role requires and an honest assessment of available candidates against those requirements.
Where appropriate, it should also include the engagement of external advisors. They can bring an independent perspective and a more extensive view of available talent than any board’s internal networks are able to provide on their own.
The chairperson is not simply the most senior non-executive director. Under King V, they are the leader of the governing body, the custodian of governance outcomes, and the person most accountable for whether the board does its job.
That responsibility deserves an appointment process that represents its weight.
Search Partners International works with boards and nomination committees across South Africa and the African continent on senior executive and board-level appointments, including identifying and assessing chair candidates.
If your board is approaching a chair transition, or considering how to strengthen your nomination process, we would welcome a conversation.
CEO and Executive Succession →
Related reading:
The First 100 Days: Why South Africa’s New CEOs Are Walking Into the Hardest Job in the World
The Leadership Exodus: What Happens When Your Best Executive Takes the Dubai, London or Perth Offer
The Hidden Cost of an Unfilled Executive Role
Sources Referenced
King V Code on Corporate Governance for South Africa, Institute of Directors in South Africa, October 2025
King V and the Future of Corporate Governance in South Africa: What Boards Must Know Before 2026, Mayet and Associates, November 2025
Corporate Governance 2026: South Africa, Chambers and Partners Practice Guides, 2026
Who Monitors the Monitors? An Examination of Listed Companies in an Emerging Market Context, PMC / National Center for Biotechnology Information, 2022
The Role of a Company Chairperson in South Africa: A Call for Clearer Directives, Al Baraka Bank Secretariat Department, August 2024
Chairman of the Board: Guide to Leadership in South Africa, Boardcloud, 2024
Heidrick and Struggles CEO and Board Confidence Monitor, 2026
A Strong Executive Bench Does Not Equal a CEO-Ready One, FAnews, May 2026
King IV Report on Corporate Governance for South Africa, Institute of Directors in South Africa, 2016
Comparative and International Law Journal of Southern Africa: The Legal Status of the Company Chairperson, Unisa Press Journals