BuildCore Retail Group — Management & Governance

The leadership approach, the proposed organisational structure, corporate governance, reporting and transparency, the board committees and mandates and the key performance indicators.

BuildCore Retail Group Business PlanSection 10 › Management & Governance

Section 10 · Business Plan

Management & Governance

The leadership approach, the proposed organisational structure, corporate governance, reporting and transparency, the board committees and mandates and the key performance indicators.

10.1 Leadership Approach

BuildCore will be led by an experienced executive team recruited from
South Africa’s building-materials retail and logistics sectors,
combining deep category knowledge with disciplined retail and
supply-chain execution. The team is structured around clear functional
accountability: retail operations, supply chain and procurement,
finance, technology, and human capital.

10.2 Proposed Organisational Structure

Role Mandate
Chief Executive Officer Strategy, capital, stakeholder & overall performance
Chief Financial Officer Finance, treasury, investor reporting, controls
Chief Operating Officer Store operations, rollout execution, service standards
Supply Chain & Procurement Director Buying, distribution, inventory, logistics
Chief Technology Officer ERP, e-commerce, data & digital platforms
Human Capital Director Recruitment, training, culture, transformation

Table 10.1 — Proposed executive structure.

10.3 Corporate Governance

The Group will adopt governance practices aligned with the King IV
Code on Corporate Governance, including an independent, majority
non-executive board, an Audit & Risk Committee, a Remuneration
Committee and a Social & Ethics Committee. Independent board
oversight, enterprise risk management, internal audit and supply-chain
compliance frameworks will be established from inception to meet the
expectations of institutional investors and lenders.

10.4 Reporting & Transparency

BuildCore commits to transparent, timely reporting to capital
providers, including monthly management accounts, quarterly board
reporting, audited annual financial statements prepared under IFRS, and
covenant-compliance reporting to senior lenders. Key performance
indicators — like-for-like sales growth, gross margin, store-EBITDA,
inventory days and net debt — will be tracked and reported
consistently.

10.5 Board Committees & Mandates

The board operates through three standing committees, each chaired by
an independent non-executive director, providing the assurance structure
expected by institutional investors and development finance
institutions.

Committee Composition Core mandate
Audit & Risk Independent NEDs; CFO in attendance Financial integrity, internal audit, risk register, covenant monitoring, external-audit oversight
Remuneration & Nominations Majority independent NEDs Executive remuneration, incentive alignment, board composition and succession
Social & Ethics Independent NEDs; HC Director in attendance Transformation, B-BBEE, ESG, ethics, stakeholder and community impact

Table 10.2 — Board committee structure and mandates.

10.6 Key Performance Indicators

Management performance and board oversight are anchored to a concise
set of leading and lagging indicators, reported monthly to the executive
and quarterly to the board. Pre-agreed thresholds trigger escalation and
corrective action, giving capital providers early visibility of any
deviation from plan.

KPI Category Target / threshold
Like-for-like sales growth Growth Positive once stores mature (>12 months)
Gross margin Profitability 24% rising toward 26%+
Store-level EBITDA margin Profitability ~10–11% at maturity
Inventory days (COGS) Working capital 55–62 days
Net debt / EBITDA Leverage De-levering; comfortably serviceable
New-store payback Capital efficiency Within target maturation window
Stock availability (in-stock %) Operations High availability on core lines

Table 10.3 — Key performance indicators and thresholds.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of BuildCore Retail Group.