Ferrovanta Mining Services — Management, Governance and Organisation
The executive management team, the board and corporate governance, the organisational structure and the human-capital plan supporting the group.
Section 9 · Business Plan
Management, Governance and Organisation
The executive management team, the board and corporate governance, the organisational structure and the human-capital plan supporting the group.
9.1 Governance Framework
Ferrovanta has been designed from inception to meet institutional
governance standards expected by Development Finance Institutions,
pension-fund equity investors, and prospective JSE listing requirements.
The Company has adopted the King IV Report on Corporate Governance as
its governance baseline, supplemented by the Equator Principles and the
IFC Performance Standards on Environmental and Social Sustainability for
cross-border project financing.
9.2 Board of Directors Composition
The Board of Directors will comprise nine members at steady state,
structured to ensure a majority of independent non-executive directors
and balanced representation of investor, operational, and stakeholder
interests. The Board will be chaired by an independent non-executive
Chair with prior listed-company chair experience in the South African
mining or industrial sector.
| Board Position | Profile Requirement | Count |
|---|---|---|
| Independent Non-Executive Chair | Listed-company chair experience; sector seniority; networks | 1 |
| Independent Non-Executive Directors | Mining engineer, finance specialist, ESG/community expert, legal/governance | 4 |
| Lead Investor Non-Executive Director | Senior representative from lead equity investor | 1 |
| Executive Director — CEO | Chief Executive Officer | 1 |
| Executive Director — CFO | Chief Financial Officer | 1 |
| Executive Director — COO | Chief Operating Officer | 1 |
| Total Board members | Majority independent | 9 |
9.3 Board Committees
Three standing committees will be established at incorporation, each
with a written charter approved by the full Board and a majority of
independent non-executive directors:
- Audit and Risk Committee: Chaired by an
independent NED with chartered accountant or equivalent qualification.
Oversight of internal and external audit, internal financial controls,
risk management framework, treasury and tax compliance. - Remuneration and Nominations Committee: Sets
executive remuneration policy, approves all C-suite appointments,
reviews succession planning, and recommends Board appointments. - Social, Ethics and Sustainability Committee:
Required by King IV. Oversees ESG performance, community engagement,
broad-based black economic empowerment compliance, and the Company’s
social licence to operate.
9.4 Executive Leadership Team
The executive leadership team will comprise eight roles, each with
clearly delineated authorities and accountabilities. Each executive will
be assessed annually against a balanced scorecard covering safety,
operational performance, financial outcomes, people development, and ESG
metrics.
| Role | Key Responsibilities | Target Profile |
|---|---|---|
| Chief Executive Officer | Group strategy, board liaison, key client and capital-markets relationships | 20+ years in contract mining at MD/EXCO level |
| Chief Financial Officer | Treasury, financial reporting, investor relations, M&A, tax | CA(SA), Big-4 background, mining-sector CFO experience |
| Chief Operating Officer | Multi-site mining operations, fleet management, productivity | Pr.Eng. (Mining) with multi-mine operations record |
| Chief SHEQ Officer | Safety, health, environment, quality, ISO compliance | SAMTRAC + Pr.Eng., 15+ years mining safety leadership |
| Chief Commercial Officer | Bid management, contract negotiation, client account management | Senior commercial executive in mining services |
| Chief People Officer | Talent acquisition, IR, organisational design, transformation/B-BBEE | HR Director-level, mining sector IR experience |
| Chief Technology Officer | ERP, FMS, telematics, data analytics, autonomous fleet rollout | Mining digital transformation leader |
| General Counsel & Company Secretary | Legal, regulatory, governance, contracts | Admitted attorney + governance qualification |
9.5 Organisational Structure
Ferrovanta will operate a flat, three-layer organisation designed for
operational responsiveness: the corporate centre (Group CEO and ExCo),
the regional layer (Regional Operations Managers reporting to the COO),
and the site layer (Site Managers reporting to Regional Ops Managers).
Each site is a self-contained operational unit with full P&L
accountability, supported by group-level shared services in finance, HR,
procurement, IT, and SHEQ.
9.6 Workforce Plan
| Workforce Category | Y1 | Y3 | Y5 | Y7 | Notes |
|---|---|---|---|---|---|
| Executive & senior management | 12 | 22 | 32 | 42 | Includes regional ops directors |
| Mining engineers & supervisors | 85 | 240 | 410 | 550 | Mining engineers, foremen, pit supervisors |
| Equipment operators | 620 | 1,950 | 3,180 | 4,180 | Drillers, dozer ops, truck drivers, excavator ops |
| Maintenance technicians | 180 | 480 | 780 | 1,020 | Diesel mechanics, electricians, auto-electricians |
| SHEQ staff | 22 | 62 | 98 | 126 | Safety officers, environmental, training |
| Support staff (HR, finance, IT, admin) | 85 | 180 | 260 | 340 | Corporate centre + regional support |
| Total Headcount | 1,200 | 2,940 | 4,300 | 5,700 | Group total |
9.7 Transformation and B-BBEE
Ferrovanta has been designed to qualify as a Level 2 contributor
under the Amended Mining Charter and B-BBEE Codes from Year 1, with a
clear pathway to Level 1 status by Year 3. The transformation plan
comprises (i) at-incorporation black-owned shareholding of not less than
30%, (ii) a Management Control plan ensuring black executive management
representation aligned with sector targets, (iii) a Skills Development
plan with ring-fenced training budget equivalent to 3.5% of payroll,
(iv) Preferential Procurement targeting >70% of discretionary spend
with B-BBEE compliant suppliers including at least 25% with
51%-black-owned suppliers, and (v) an Enterprise and Supplier
Development programme supporting SMME suppliers in operating
regions.
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 Ferrovanta Mining Services (Pty) Ltd.