AetherGas Energy Business Plan — Management, Board & Governance

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Section 12 · 13 of 23

Management, Board & Governance

The Company will be led by an executive team combining energy-infrastructure, project-finance and cryogenic-engineering experience, appointed against the mandates below and complemented by a King IV-aligned board and lender-governance architecture.

Role

Mandate

Required profile

Chief Executive Officer

Strategy, capital, regulatory & DFI relationships

15+ yrs energy infrastructure; African development-capital track record

Chief Operating Officer

Drilling, plant construction & operations

LNG/midstream leadership; EPC management at R1bn+ scale

Chief Technology Officer

Cryogenic systems, plant design, vendor management

Deep cryogenics/helium expertise; OEM-side experience valued

Chief Financial Officer

Project finance, treasury, lender reporting

Project-finance CFO; DFI covenant regimes; listed-readiness

Head of Exploration

Resource discovery & certification

Karoo geology; SAMREC/PRMS certification experience

Head of Commercial

Offtake origination & key accounts

Industrial energy sales; mining-sector networks

Head of HSSE & Sustainability

Safety, environment, community & ESG

Process-safety leadership; IFC Performance Standards fluency

Board and governance architecture

  • Seven-member board, two executive, two investor-nominated, three independent non-executive including an independent chair, King IV aligned from inception.
  • Committees: Audit & Risk; Investment & Finance (approves tranches against milestones); HSSE & Ethics; Remuneration & Nominations.
  • Lender governance: quarterly compliance certificates, independent-engineer sign-off on drawdowns, annual reserves re-certification and the covenant dashboard of Section 16.
  • A delegation-of-authority matrix caps unbudgeted commitments at R10m below board level; related-party transactions require independent-director approval.

Key-person risk and talent strategy

Cryogenic and helium-specific skills are globally scarce. Mitigations include OEM secondment agreements during commissioning, retention equity vesting on operational milestones rather than time, a documented succession plan for the CTO and Head of Exploration, and a university engineering-faculty partnership creating a cryogenics traineeship pipeline, simultaneously an ESG deliverable and a talent moat.