A complete, board-ready instrument for governing how Artificial Intelligence is used in board work — and how the board oversees its use across the company. Prepared in accordance with the King V Code 2025†, with a separate addendum for JSE-listed issuers.
Free to use and adapt under CC BY 4.0
Most AI policies govern employees. Very few govern the board itself — the one body whose papers are confidential, whose deliberations may be privileged, and whose minutes are the legal record of a decision.
This charter starts there. It sets out what a director may and may not put into an AI tool, what happens to a recording of a board meeting, when a transcript becomes part of the official record, and who is accountable when an output turns out to be wrong. Then it goes further than a code of conduct: Part B is a full oversight mandate, allocating responsibility for AI across the company, naming the matters reserved to the board, and specifying what management must report and how often.
It is written as a single board-approved instrument in four parts, so it can be tabled, resolved and minuted in one sitting rather than assembled from half a dozen sources. The schedules carry the parts that usually go missing — the approved-tool register, the retention defaults, the King V alignment matrix, the annual director declaration, and the vendor due-diligence requirements.
It is a template, deliberately. Placeholders are left where a company must make its own decision, and Schedule 5 is the completion and approval checklist that has to be worked through before a board adopts it.
The charter opens with a single page a director can read before a meeting. It is a summary for convenience — Part A prevails where the two differ — but it is the clearest statement of what the whole instrument is for.
Board work goes through the company’s approved AI tools and your company account only — never a personal account, consumer app, free trial or browser plug-in.
Public and Internal information may be used in the tools approved for it. Confidential, Highly Confidential, Privileged and Market Restricted information needs specific approval first.
It may inform your judgement. It may never make, or appear to make, a board or committee decision, cast a vote or sign a resolution.
Check facts, figures, citations and legal propositions against source documents before you rely on or circulate anything. A tool saying it has verified something is not verification.
Remove the label only once a competent person has reviewed it and accepts responsibility for it.
The Chair’s prior authorisation and the affirmative consent of every participant. Never for privileged discussions, executive sessions or protected disclosures.
Before any AI touches it. A privilege label does not create privilege.
No personal cloud storage, personal email, private recordings, retained transcripts or unofficial “super minutes” of board deliberations.
Voice, video and email can be convincingly faked. Confirm sensitive instructions through a second, known channel before acting.
Tell the Company Secretary immediately if information entered the wrong tool or an output proved materially wrong. Prompt self-reporting is ordinarily treated as a remediation matter.
Four parts, each with a named primary audience and a named owner, so responsibility for every clause is settled before the document is tabled.
What may and may not be done: approved uses and prohibitions, information classification and input controls, devices and ambient AI, meetings, recording and transcription, minutes and the official record, human review and labelling, privilege, incident reporting and the annual declaration.
Directors and those supporting the board A1–A15Governance of AI across the whole company: the board’s mandate, matters reserved to the board, the company’s enablement obligation, allocation of oversight, AI literacy and director development, what management must report, assurance, insurance and indemnification, exceptions and review.
Board and committees B1–B14The controls that make Parts A and B real: the Approved AI Register, the privilege protocol, personal information and privacy, access controls and segregation, AI risk and impact assessment, change management and monitoring, incident management, records and retention, and vendor governance.
Management, Secretariat, Legal, Information Security C1–C9Additional requirements for listed issuers: King Code adoption and disclosure, price-sensitive and inside information, SENS announcements and market communications, loss of confidentiality, financial reporting, securities dealing and sponsor access to compliance evidence.
Issuers subject to the JSE Listings Requirements D1–D9The charter is free to use and adapt under Creative Commons Attribution 4.0. We ask for your details so that Judin Combrinck Inc. and Combined Intelligence know who is putting it to work, and so we can tell you when a new edition is published — if you want us to.
AI governance is moving quickly. Codes, listing requirements and vendor terms all change, and this document is explicitly Edition 1.0 of something intended to be reissued.
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If the charter is the instrument, this is the reasoning behind it — and a way to pressure-test your own judgement against it.
A world first: the AI Companion to the book Corporate Governance: An Essential Guide — 4th Edition by Ramani Naidoo. The 4th edition examines governance across more than fourteen jurisdictions and the new terrain of disruptive governance — AI, cybersecurity, digital oversight and accountability — alongside the latest South African developments, including King V and the 2025 JSE Listings Requirements.
Built on the book’s content and continually trained on leading global frameworks and legislation, the Companion keeps the material alive long after publication.
Attribution and trademarks
King and King V are trademarks of the Institute of Directors in South Africa NPC (IoDSA), which owns the copyright in the King V Code on Corporate Governance for South Africa, 2025. References on this page and in the charter are cross-references for the reader’s convenience. The Code itself is not reproduced and is available from the IoDSA at iodsa.co.za. JSE, SENS and AltX are marks of JSE Limited.
The charter is independent. It is not endorsed by, approved by, or affiliated with the IoDSA or JSE Limited, and neither has reviewed it. No trademark rights are granted by its licence.
Board Artificial Intelligence Use and Governance Policy and Charter, Edition 1.0, September 2026. © 2026 Judin Combrinck Inc. Licensed under Creative Commons Attribution 4.0 International.