Vitalis Group SA — Organisation, Management & Governance
The organisational structure, the executive management team, the board and corporate governance, and the human-capital plan supporting the group.
Section 12 · Business Plan
Organisation, Management & Governance
The organisational structure, the executive management team, the board and corporate governance, and the human-capital plan supporting the group.
12.1 Board of Directors
The Board of Vitalis Group SA is structured to satisfy the King IV
Code on Corporate Governance and the PA’s Governance and Operational
Standards for Insurers. At full constitution, the Board will comprise 11
directors: a Non-Executive Chair, the CEO, two Executive Directors (CFO
and CUO), and seven additional Non-Executive Directors including a
majority of Independent Non-Executives.
| Board Composition | Year 1 | Year 3 | Year 5 | King IV |
|---|---|---|---|---|
| Total directors | 7 | 9 | 11 | ≥ 7 |
| Independent non-executives | 4 | 5 | 7 | Majority |
| Gender diversity (female %) | 43% | 50% | 55% | Diverse |
| Race diversity (Black %) | 57% | 60% | 60% | B-BBEE |
12.2 Board Committees
Five permanent Board committees operate in support of the full Board:
Audit & Risk; Conduct & Customer; Remuneration &
Nominations; Investment; and ESG & Social. Each operates under a
formal charter, with documented decision rights, escalation triggers and
reporting obligations.
12.3 Executive Leadership Team
The Executive Committee (ExCo) is led by the Group CEO and is
structured as follows. Senior appointments have been identified subject
to capital close; named candidates are available to investors under
separate cover.
12.4 Key Executive Role Profiles
| Role | Reports To | Principal Accountabilities |
|---|---|---|
| Group CEO | Chair / Board | Strategy, regulatory relationships, capital raising, executive performance, culture |
| Chief Financial Officer | CEO | Financial control, treasury, capital, IR, M&A, planning |
| Chief Operating Officer | CEO | Operations, customer service, claims, supplier management, conduct |
| Chief Underwriting Officer | CEO | Insurance underwriting, pricing, actuarial, reinsurance |
| Chief Technology Officer | CEO | Platform, data, security, AI, vendor management |
| Chief Distribution Officer | CEO | Direct, broker, embedded, banking cross-sell channels |
| Chief Risk Officer | CEO / Board ARC | Enterprise risk, compliance, internal audit oversight (independent line) |
| Chief People Officer | CEO | Talent, culture, B-BBEE, learning and development |
12.5 Headcount Plan
Headcount is planned to grow from 95 employees in Year 1 to 950 in
Year 5. The function-level breakdown is shown below.
| Function | Year 1 | Year 2 | Year 3 | Year 5 |
|---|---|---|---|---|
| Customer service & operations | 24 | 78 | 160 | 290 |
| Underwriting & actuarial | 12 | 24 | 40 | 75 |
| Claims | 8 | 32 | 85 | 180 |
| Distribution and broker support | 14 | 38 | 85 | 170 |
| Technology and data | 18 | 40 | 78 | 140 |
| Finance, risk, compliance, legal | 12 | 22 | 38 | 60 |
| Marketing, brand, CX | 5 | 14 | 24 | 35 |
| Total headcount (FTE) | 95 | 258 | 520 | 950 |
12.6 Culture and Employee Value Proposition
The Company commits to building a culture characterised by
intellectual honesty, customer obsession, and a deep ethic of inclusion.
The employee value proposition combines competitive cash compensation
with a long-term incentive plan that vests against multi-year
customer-outcome metrics — not solely financial KPIs.
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 Vitalis Group South Africa (Pty) Ltd.