Corporate Governance
Corporate Governance is an integral part of Maha’s foundation which guides the Company’s corporate culture, business objectives, and enables the accommodation of stakeholder interests. Maha is committed to delivering value to all our stakeholders (including shareholders, employees, contractors, and the communities in which Maha operates) by prioritizing transparency and accountability. For Maha, strong corporate governance ensures anticipation and mitigation of risks, as well as oversight of the Company’s operational protocols and practices to ensure activities are undertaken in an ethical, safe, reliable, and responsible manner.
Since its foundation in 2013, Maha has been guided by its comprehensive Corporate Governance policies and has aligned its business practices to the Swedish Code of Corporate Governance. Maha’s Corporate Governance policies outline the general ethical principles and behavior that we expect of our employees. All policies and procedures are readily available to all Maha employees and it is expected that employees must review, understand, and comply with these policies.
General Meeting
The Annual General Meeting (AGM) is the Company’s highest decision-making body where shareholders exercise their rights and influence the business of the Company. Shareholders who are registered in the share register and have given notice to attend in line with the instructions provided in the published Notice for attendance have a right to attend the General Meeting
Annual General Meeting
Extraordinary General Meeting
Board of Directors
The Board is responsible for the strategy and organisation of Maha and its affairs. The Board shall regularly assess Maha’s and the Group’s financial position and ensure that its organisation is formed in such manner that accounting, management of funds and Maha’s and the Group’s finances in general, are monitored in a satisfactory manner.
The Board shall furthermore provide written instructions regarding when and in which manner such information required for the Board’s assessment shall be compiled and reported to the Board and establish instructions regarding the allocation of work between the Board and the managing director and other organs established by the Board.
Paulo Thiago Mendonça
Chairman of the Board of Directors since 2023
Paulo Thiago Mendonça
Born 1988
Chairman of the Board of Directors since September 2023 and board member since 2022. Chairman of the Remuneration committee, member of the Audit, Ethics and Compliance committee, HSE, Reserves and Sustainability committee and the Investment committee.
Education: Degree in Mechanical Engineering (cum laude) from the Federal University of Rio de Janeiro (UFRJ).
Other assignments: Managing Director of the Starboard Group
Prior assignments (last five years): Chairman of 3R Petroleum (now Brava Energia)
Experience:Paulo Thiago Mendonça is a Managing Director at Starboard, responsible for private equity investments and advisory in special situations transactions. Paulo has previously been the Head of Investment Banking at Brasil Plural’s Investment Banking division, responsible for M&A, equity and capital market transactions and worked at the Asset Management in Brasil Plural. Paulo has extensive experience in the oil and gas industry and has led important transactions in the sector. Paulo created and led the investment of 3R Petroleum, the first upstream O&G company to make an IPO since 2017 with a current market capitalization of more than 2 billion dollars. Paulo was chairman at 3R Petroleum and was responsible for raising the equity and debt to build 3R Petroleum current success as a pioneer independent oil and gas company in Brazil. In his career, he participated in several M&A transactions, IPOs, restructuring cases and private equity investments within O&G, infrastructure, financial, industrial, retail, EPC companies, shipbuilding, real estate, and airlines sector.
Independent of the Company and the senior management: No.
Independent of major shareholders: No.
Shareholding in Maha Energy AB: –
Warrants in Maha Energy AB: 1,428,051 (LTIP 9)
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Fabio Vassel
Member of the Board of Directors since 2022
Fabio Vassel
Born 1976
Member of the Board of Directors since 2022
Education: MBA from The Wharton School of the University of Pennsylvania. BA from the University of São Paulo (FEA-USP).
Other assignments: Managing Director of the Starboard Group.
Previous assignments: Chairman of 3R Petroleum and Board Member of Gemini Energy.
Experience: Fabio Vassel has over 25 years of experience working on Private Equity buy-side and Restructuring Advisory in Latin America, North America and Europe. Fabio was previously Partner and Head of Restructuring & Private Equity at Brasil Plural. Fabio has experience from Jefferies (Zurich and London), Nomura (London) and UBS Investment Bank (New York and London).
Independent of the Company and the senior management: Yes.
Independent of major shareholders: No.
Shareholding in Maha Energy AB: –
Warrants in Maha Energy AB: 952,035 (LTIP 9)
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Halvard Idland
Member of the Board of Directors since 2023
Halvard Idland
Born 1975
Board member since March 2023. Member of the Audit, Ethics and Compliance committee and the HSE, Reserves and Sustainability committee.
Education: M.Sc. in Economics and Business Administration from Norwegian School of Economics (NHH).
Other assignments: Co-founder and Director at DBO Invest and Janeiro Energy. Board member at Prosafe SE. Chairman of DreamLearnWork.
Previous assignments (last five years): Co-founder and CFO at DBO Energy and DBO 2.0 S.A. (re-named Maha Energy Offshore (Brasil) Ltda.). Audit committee member at 3R Petroleum.
Experience:Halvard Idland has more than 20 years of industrial and financial investment experience in the oil and gas industry in Norway and Brazil. Previous experience includes DNB, Pareto, Aker Yards and DOF prior to co-founding DBO Energy.
Independent of the Company and the senior management: Yes.
Independent of major shareholders: No
Shareholding in Maha Energy AB: 116,337 shares held directly and 7,312,199.33 shares held indirectly through ownership of one third of the shares of DBO Invest S.A.
Warrants in Maha Energy AB: 0
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Richard Norris
Member of the Board of Directors since 2022
Richard Norris
Chairman of the HSE, Reserves and Sustainability committee, member of the Remuneration committee and the Investment committee.
Born 1966
Education: PhD in Petroleum Engineering and an MSc in Petroleum Geology from Imperial College in London and a BSc in Geology.
Other assignments: Managing Director of Pandreco Energy Advisors Inc and board member at Meren Energy Inc.
Previous assignments (last five years): Chairman of Duna Energia (Brazil)
Experience: Richard Norris has over 30 years energy related experience in both industry and finance, including roles with large and small oil companies, as well as roles in debt and equity financing. Richard has worked in engineering, management and board roles covering Africa, Europe, Former Soviet Union and South America with BP, Elf Aquitaine/Total, Geopetrol, Candax Energy and Eland Oil and Gas. In finance Richard was instrumental in building the European oil and gas structured finance group at BNP Paribas. As a Partner at Helios Investment Partners, Richard co-managed Helios’s Private Equity energy investments throughout Africa. Richard is a Fellow of the Canadian Global Affairs Institute.
Independent of the Company and the senior management: Yes.
Independent of major shareholders: Yes.
Shareholding in Maha Energy AB: 15,000
Warrants in Maha Energy AB: 476,018 (LTIP 9)
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Carlos Gomez-Lackington
Member of the Board of Directors since May 2025
Carlos Gomez-Lackington
Chairman of the Audit, Ethics and Compliance committee, member of the Remuneration committee and the Investment committee.
Born: 1964
Education: Carlos holds an MBA from UCLA Anderson Graduate School of Management and a MS/BS in Industrial Engineering from Pontificia Universidad Católica de Chile.
Other assignments: Carlos is a Senior Corporate Finance advisor specialized in the Energy industry, and an Adjunct Professor at Católica Lisbon School of Business and Economics.
Experience: Carlos has participated in over 100 M&A transactions throughout his career, valued at more than USD 200 Bln, advising clients on all five continents. He was formerly Global Head of Corporate Finance in Oil & Gas at Société Générale from 2010 to 2016. He also served as Head of Energy Corporate Finance for the EMEA Region at Dresdner Kleinwort from 2005 to 2009, Senior Corporate Finance Advisor at Shell’s Global M&A team from 2002 to 2005, and Executive Director of Corporate Finance in Global Energy at Goldman Sachs from 2000 to 2002. He started his career in Corporate Finance in Dresdner Kleinwort in various roles within their Global Energy team from 1994 to 2000.
Independent of the Company and the senior management: Yes
Independent of major shareholders: Yes
Shareholding in Maha Energy AB: –
Warrants in Maha Energy AB: –
CloseBoard Committees
In order to increase the efficiency of its work and enable a more detailed analysis of certain matters, the Board of Directors has formed four (4) committees, including: Audit, Ethics & Compliance Committee; Remuneration Committee; HSE, Reserves and Sustainability Committee; and Investment Committee. Committee members are appointed by the Board of Directors within the Board members at the statutory Board meeting held after the AGM for the period up to and including the next AGM. The Committee’s duties and authorities are governed by the committees’ rules of procedure and instruction. The committee perform monitoring and evaluations, resulting in recommendations to the Board of Directors, where all decision-making takes place.
The Audit, Ethics & Compliance Committee is a supervisory and preparatory body within the Board of Directors of Maha. The Audit, Ethics & Compliance Committee shall ensure compliance with the Board of Director’s monitoring responsibilities pertaining to audit and financial reporting, risk management and assessing the efficiency of the Company’s internal controls over financial reporting. The Audit, Ethics & Compliance Committee shall thereby contribute to sound and regular financial reporting to ensure the market’s trust in Maha. The Audit, Ethics & Compliance Committee shall furthermore regularly liaise with the Company’s external auditors as part of the annual audit process and review their fees, as well as the auditors’ qualifications, independence and impartiality. The Audit, Ethics & Compliance Committee also assists the Nomination Committee with proposals for resolutions on the election and remuneration of the auditor. The Audit, Ethics & Compliance Committee shall also ensure that good communication is maintained between the Board and the external auditor(s). In line with the functions and responsibilities of the Audit, Ethics & Compliance Committee, this Committee held multiple meetings with the external auditors throughout the year, including sessions conducted without the presence of management. The Audit, Ethics & Compliance Committee is also responsible for overseeing the development, implementation, and effectiveness of the ethical culture at Maha. The Audit, Ethics & Compliance Committee shall thereby, in particular, annually review and approve all compliance policies, ensure high standards of governance regarding ethical conduct, review the effectiveness of the company’s ethical governance framework, monitoring and responding to ethics/whistleblower reports overseeing the impartiality of investigations into allegations of misconduct or breaches of ethics and compliance standards, ensuring appropriate corrective actions are taken and recommend improvements, and identify, assess, and mitigate ethics and compliance risks across the organization.
The Remuneration Committee is a preparatory body within the Board of Directors with the main duties to prepare resolutions to be adopted by the Board of Directors pertaining to matters regarding remuneration principles, remuneration and other terms of employment for executive management; monitor and evaluate current and during the year finalized programs for variable compensations for the executive management, and monitor and evaluate the compliance with the guidelines for remuneration for the executive management which the general meeting shall adopt, and applicable remuneration structures and remuneration levels within the Company. The work of the Remuneration Committee is governed by established rules of procedures that have been set by the Board of Directors.
The HSE, Reserves, and Sustainability Committee has a broad range of responsibilities essential to ensuring Maha meets its commitments to health, safety, environmental, and sustainability standards, as well as the accurate evaluation of reserves. Its key duties include reviewing and monitoring health, safety, and environmental policies and activities to ensure compliance with relevant laws and industry standards. The Committee also reviews incidents of non-compliance and makes recommendations to address any issues effectively.
In addition, the Committee oversees the evaluation of oil and natural gas reserves, including assessing the qualifications and independence of external reserve auditors, supervising the reserves audit process, and reviewing key inputs and disclosure requirements to ensure all processes meet regulatory expectations. On sustainability, the Committee helps shape ESG strategies, identifies risks and opportunities, ensures the reliability of data, and supports ESG reporting to align with both internal goals and external requirements. Regular updates are provided to the Board to maintain alignment with Maha’s broader strategic and governance objectives.
The Investment Committee plays a key role in Maha’s governance structure, to ensure a thorough and structured evaluation of proposed investments. The Committee is responsible for analyzing and approving investments of up to 5% of the Company’s cash balance at the time of the investment, with a maximum limit of USD 5 million. For investments exceeding these thresholds, the Investment Committee prepares detailed analyses and recommendations for final approval by the Board. This structure allows the Committee to maintain oversight and ensure investments align with Maha’s financial strategy and risk management framework, while preserving the Board’s ultimate authority over significant financial decisions.
Paulo Mendonça
Richard Norris
Nomination Committee
In accordance with a resolution at the Annual General Meeting (AGM) of Maha Energy AB, a Nomination Committee is formed. The Nomination Committee shall comprise of four members, being the Chairman of the Board of Directors and three members appointed by the three largest registered shareholders as on 30 September of each calendar year. The appointed members of the Committee are required to promote the interests of all shareholders of the Company.
The aim of the Committee’s work is primarily to create an appropriate composition of the Board of Directors, through which the members’ combined expertise creates a broad base that conforms well to Maha activities. The Board of Directors shall be characterized by diversity, relevant experience and background.
Shareholders who would like to submit proposals to the Nomination Committee can do so via e-mail to nomcom@maha-energy.com marked “Proposal to the Nomination Committee” or by ordinary mail to the address: Maha Energy AB, Nomination Committee, Eriksbergsgatan 10, 4tr, SE-114 30 Stockholm, Sweden.
To ensure that the proposals can be considered by the Nomination Committee, proposals shall be submitted in due time before the AGM 2025, but not later than February 28, 2025.
The Nomination Committee’s members for the AGM 2025 are:
- Rodrigo Pires, representing Starboard
- Luis Araujo, representing DBO Invest S.A.
- Tore Myrholt, representing himself
- Paulo Thiago Mendonça, chairman of Maha Energy AB
The tasks of the Nomination Committee shall be to prepare and submit to the Annual General Meeting proposals in respect of:
- Number of members of the Board of Directors
- Remuneration to the Chairman of the Board of Directors, the other members of the Board of Directors and the auditors, respectively
- Remuneration, if any, for committee work
- The composition of the Board of Directors
- The Chairman of the Board of Directors
- Resolution regarding the process of the Nomination Committee 2025
- Chairman at the AGM
- Election of auditors
Auditors
Deloitte AB has been the company’s auditor since 2016. The principal auditor is the authorized public accountant Andreas Frountzos.
Long Term Incentive Plans
Corporate Reports
Remuneration Reports
2024
2023
2022
2021
2020