A non-mandatory market-based code of governance, such as the King Code, is (in the context of listed companies) stronger if its implementation is overseen by those with a vested interest in effective market forces i.e. the institutional investor.The institutional investor has by virtue of its share ownership and rights, including voting rights, the ability to in uence and encourage investee companies to apply sound governance principles and practices. Recent experience in South Africa and internationally indicates that market failures in relation to governance are, at least in part, due to an absence of active institutional investors, or investment behaviour driven by short-term results. In reaction to comments on the King Report which were submitted by the South African PRI network and which called for guidance to the investor community to be included in the Report, the King Committee recommended that a separate code be drafted to speci cally set out the expectations from institutional investors in this regard. The Committee on Responsible Investing by Institutional Investors in South Africa has been convened by the IoDSA to develop such a code.