NovaBank SA — Organisational Structure & Management Team

The organisational structure, the executive management team, the board and governance, and the human-capital plan supporting the bank.

NovaBank SA Business PlanSection 9 › Organisational Structure & Management Team

Section 9 · Business Plan

Organisational Structure & Management Team

The organisational structure, the executive management team, the board and governance, and the human-capital plan supporting the bank.

NovaBank’s organisational design follows the principle of “small
teams, clear ownership, fast decisions.” The proposed structure
positions the Company for rapid scaling while maintaining the regulatory
three-lines-of-defence requirements.

9.1 Organisational Structure

Figure 9.1
Figure 9.1 — Proposed organisational structure of NovaBank SA.

9.2 Board of Directors

The Board will comprise nine directors: an independent non-executive
Chairperson, four independent non-executive directors (including chairs
of Audit, Risk, Remuneration, and Social & Ethics committees), two
non-executive shareholder representatives, and the CEO and CFO as
executive directors. The Board composition has been designed to comply
with the SARB Prudential Authority’s fit-and-proper requirements and
King IV governance principles.

9.3 Executive Management Team

The proposed founding executive team brings a combined 60+ years of
senior banking, technology, and regulatory experience to the venture.
Key roles and target experience profiles are summarised below:

Role Target Profile / Experience
Chief Executive Officer 20+ years SA retail banking, ex-CEO or COO of a Tier-1 SA bank or major business unit; SARB-pre-cleared
Chief Financial Officer Qualified CA(SA), 15+ years; previous CFO or Group FD of a SARB-regulated bank
Chief Risk Officer FRM/CFA + 15+ years; prior CRO of a deposit-taking institution
Chief Operating Officer Operations executive with track-record of scaling retail bank operations to 5m+ customers
Chief Technology Officer Senior platform leader with prior CIO/CTO experience in a digital bank or fintech
Chief Credit & Risk Officer Credit modelling specialist with deep experience in unsecured retail lending portfolios
Chief Compliance Officer FAIS-Cat I & II; Compliance Officer’s Certificate from RAE; 10+ years compliance leadership
Chief Marketing & Customer Officer Senior brand-builder with proven track record in financial services or fast-growth consumer brands

9.4 Board Sub-Committees

  • Audit Committee — financial reporting integrity, external audit,
    internal audit oversight.
  • Risk Committee — enterprise risk appetite, risk profile, capital
    and liquidity adequacy.
  • Remuneration & Nominations Committee — talent, executive pay,
    succession.
  • Social, Ethics & Transformation Committee — ESG, B-BBEE,
    social impact.
  • Credit Committee — large credit exposures, credit policy,
    portfolio composition.
  • IT, Information & Cyber Committee — technology strategy,
    cyber resilience, data governance.

9.5 Talent & Culture

Building a customer-obsessed, engineering-led culture is
mission-critical. NovaBank will invest in: structured graduate and
learnership programmes (with a Year-1 cohort of 60 candidates); a
transparent remuneration framework benchmarked annually to PwC’s
REMchannel SA Banking Survey; a meaningful long-term incentive plan with
vesting tied to customer-NPS, ROE, and CET1 metrics rather than only
earnings; and a formal mentorship pairing for every employee in the
first 18 months of operation.

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 NovaBank SA (Pty) Ltd.