Urbanova — Corporate Governance Framework
The corporate governance framework underpinning Urbanova.
Section 26 · Business Plan
Corporate Governance Framework
The corporate governance framework underpinning Urbanova.
Governance is designed to institutional standard from day one,
because the exit thesis (JSE REIT listing) requires an audited
multi-year governance track record, not a listing-eve retrofit. The
framework follows King IV and the JSE Listings Requirements as its
design codes.
| Organ | Composition and mandate |
|---|---|
| Board | 9 directors: 5 independent non-executive (including Chair), 2 investor-nominated, 2 executive. Quarterly meetings; annual effectiveness review. |
| Audit & Risk Committee | 3 independent NEDs; external audit (Big 4), internal audit outsourced years 1–3; quarterly model-vs-actuals variance review submitted to lenders. |
| Investment Committee | Approves every land acquisition and development above R50m against published hurdle rates (≥11% yield-on-cost rental; ≥20% margin on sales). |
| Social & Ethics Committee | Companies Act s72(4) requirement; owns the impact framework in Section 12F and tenant-outcome reporting. |
| Remuneration Committee | Independent-majority; executive incentives weighted to delivery milestones, DSCR maintenance and impact KPIs, not portfolio value growth alone. |
| Lender oversight | Facility agent board observer seat until DSCR ≥ 1.35x; monthly construction reports by independent QS. |
Two governance features are deliberately lender-facing: incentive
design that does not reward gross asset growth (removing the classic
developer moral hazard of building for fees), and a contractual observer
seat that converts lender information asymmetry, the usual cause of
covenant standoffs, into early, low-friction engagement.
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 Urbanova Living Developments (Pty) Ltd.