TitanForge — Management, Governance & Delivery Capability
The board and committee architecture and the management, governance and delivery capability underpinning TitanForge.
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.