TitanForge — Management, Governance & Delivery Capability

The board and committee architecture and the management, governance and delivery capability underpinning TitanForge.

TitanForge Business PlanSection 18 › Management, Governance & Delivery Capability

Section 18 · Business Plan

Management, Governance & Delivery Capability

The board and committee architecture and the management, governance and delivery capability underpinning TitanForge.

Delivery of a R92 billion multi-asset programme is fundamentally an
organisational capability question. The Group’s operating model
separates programme delivery from operations: a central Programme
Management Office (PMO) owns the integrated schedule, stage gates and
contingency, while divisional leadership owns steady-state performance.
Key appointments — Group CEO, CFO, and the five divisional MDs — are
anchored by an executive scorecard weighted 40% to programme milestones,
40% to financial performance against this plan’s independent (not
sponsor) net profit line, and 20% to safety and ESG outcomes.

  • Board: majority independent, with lender-nominated observers
    during the facility life and committees for audit, risk, investment
    (Horizon gate-keeping), remuneration, and social & ethics.
  • Owner’s team: EPCM contracting on Iron Crown and Vulcan with
    painshare/gainshare mechanisms; no lump-sum turnkey on complex
    brownfield scopes where claims risk exceeds price certainty
    benefit.
  • Assurance: quarterly independent engineer reporting to lenders;
    annual competent-person reserve statements; internal audit co-sourced
    with a Big Four firm from Year 1.
  • Insurance: full construction (CAR/EAR), marine cargo, business
    interruption and political risk cover on Horizon jurisdictions via MIGA
    and private-market wrap.

14.1 Board and committee architecture

Committee Composition Core mandate in the programme decade
Audit 3 independent NEDs; chair a CA(SA) Financial reporting integrity; divisional audit separation from Y3 (SOTP optionality); internal audit oversight
Risk Independent chair; CRO attends Enterprise risk register (Section 21); covenant early-warning dashboard; insurance adequacy
Investment Independent majority; lender observer Horizon per-deal gates (≥ 20% ungeared IRR); capital reallocation; stage-gate go/no-go recommendations
Remuneration Independent NEDs Executive scorecard on independent (not sponsor) net profit line; malus/clawback
Social & Ethics Statutory (Companies Act s72) SLP delivery, community equity vehicles, B-BBEE trajectory, ESIA commitments

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 TitanForge Resources & Infrastructure Holdings.