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. The Code of Conduct, Anti-Corruption Policy, Whistleblower Policy, HSE Policy, Dividend Policy and Remuneration Policy: these corporate 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 2023 and member of the Board of Directors since 2022. Chairman of the Remuneration Committee and member of the Reserves & HSE 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.
Experience: Paulo Thiago Mendonça is currently 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.
Independent of the Company and the senior management: No.
Independent of major shareholders: No.
Shareholding in Maha Energy AB: 0
Warrants in Maha Energy AB: 952,035 (LTIP 9)
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Enrique Peña
Member of the Board of Directors since 2022
Enrique Peña
Born 1974
Member of the Board of Directors since May 2022. Chairman of the Audit Committee.
Education: Master in Infrastructure Management and Public Services and Master in Civil Engineering from Universidad Politécnica de Madrid. MBA from The Wharton School of the University of Pennsylvania, and Master in Sustainability and Social Corporate Responsibility from Universidad UNED-UJI.
Other assignments: Executive Director of the IE Negotiation and Mediation Centre and Professor of Strategy in IE University in Madrid, Spain. Director of the Starboard Group.
Prior assignments (last five years): Senior International Manager in Renfe, board member of the Mecca-Medinah High-Speed Train Saudi-Spanish Consortium.
Experience: Enrique Peña has over 23 years’ experience in business development and strategic management in large corporations such as Shell, Boston Consulting Group, Orange and Renfe.
Independent of the Company and the senior management: Yes.
Independent of major shareholders: No.
Shareholding in Maha Energy AB: 0
Warrants in Maha Energy AB: 476,018 (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: 0
Warrants in Maha Energy AB: 476,018 (LTIP 9)
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Halvard Idland
Member of the Board of Directors since 2023
Halvard Idland
Born 1975
Member of the Board of Directors since March 2023. Member of the Audit 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 and 3R Offshore. 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 and Aker Yards prior to co-founding DBO Energy.
Independent of the Company and the senior management: Yes.
Independent of major shareholders: No. Halvard is Director at DBO Invest which is a major shareholder in the Company.
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
Born 1966
Member of the Board of Directors since 2022. Chairman of the HSE Reserve Committee and Member of the Audit Committee.
Education: PhD in Petroleum Engineering and an MSc in Petroleum Geology from Imperial College in London and a BSc in Geology.
Other assignments: Richard is currently Managing Director of Pandreco Energy Advisors Inc
Previous assignments (last five years): –
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: 0
Warrants in Maha Energy AB: 476,018 (LTIP 9)
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Svein Harald Øygard
Member of the Board of Directors since September 2023
Born 1960
Member of the Board of Directors since September 2023. Member of the Remuneration Committee.
Education: Cand. Oecon from the University of Oslo, Economist.
Other assignments: Chairman of Norwegian Air Shuttle and DOF. Board member of TGS-NOPEC.
Previous assignments (last five years): Global Knowledge Leader Oil & Gas at McKinsey 2010-2014 and as leader of Oil & Gas in Latin America, based in Brazil, 2013-2016. Senior Partner Corporate Finance in Sparebank1 Markets until mid-2021.
Experience: Svein Harald Øygard has served as economist in the Ministry of Finance of Norway, as a secretary of the Committee of Fiscal affairs in the Norwegian Parliament, as economic advisor for the Labor Party and then as Deputy Minister of Finance of Norway, 1990-1994. Thereafter McKinsey Company for 21 years, largely in oil & gas, finance and industry, among others advising oil & gas companies in the North Sea, North America, the Mid-East, South-East Asia and West Africa. He also served as Country Manager Norway, as interim Central Bank Governor of Iceland after the 2008 Global Financial Crisis, and as Chair of the Execution Committee for the Icelandic bank restructuring. Co-founder of DBO Energy 2017 and in 2020 he co-founded Janeiro Energy, a venture fund investing into businesses in the renewables sector.
Independent in relation to the Company and the Company management: Yes.
Independent in relation to the major shareholders: No.
Holdings of shares in Maha: Svein Harald holds 2,748,840 shares in Maha directly or through company (out of which 40,000 shares are currently lent out), and 7,312,199.33 shares in Maha indirectly through ownership of 1/3 of the shares in DBO Invest S.A.
Warrants in Maha: 0
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Viktor Modigh
Member of the Board of Directors since 2022
Viktor Modigh
Born 1980
Member of the Board of Directors since 2022. Member of the Audit Committee, the Remuneration Committee and the Reserve & HSE Committee.
Education: Master of Law from the University of Gothenburg, Sweden with a specialization in Petroleum Law and Petroleum Contracts from the University of Oslo, Norway.
Other assignments:Chairman of Jumpgate AB, Transition Energy International AB, Klash AB, Minotaurus Energi AS and Urtiven AS. Managing Director of Tiveden AS and Infundo AB.
Prior assignments (last five years): –
Experience: Viktor has worked as a lawyer advising primarily oil and gas companies on regulatory and contractual matters, transactions and general corporate law. He has more than 20 years´ experience of investments across different sectors and has held management positions with Tethys Oil in Oman and the United Arab Emirates. Viktor is a member of the Association of International Energy Negotiators.
Independent of the Company and the senior management: Yes.
Independent of major shareholders: Yes.
Shareholding in Maha Energy AB: 0
Warrants in Maha Energy AB:476,018 (LTIP 9)
CloseBoard Committees
In order to increase the efficiency of its work and enable a more detailed analysis of Company issues, the Board has formed three (3) committees: Audit Committee, Remuneration Committee, and Reserves/HSE Committee. Committee members are appointed by the Board and consist of current Board members. The committee members serve for the year between the Annual General Meetings.
The Audit, Ethics & Compliance Committee serves as a supervisory body within the Board of Maha.
The Committee shall ensure that the Board meets its monitoring responsibilities, particularly in overseeing risk management, financial audits and reporting. The Committee shall thereby, in particular, contribute to sound and regular financial reporting to ensure the market’s trust in Maha. The Committee shall furthermore ensure, where deemed appropriate, qualified, efficient and independent external audits of Maha and facilitates good communication between the Board and the external auditor(s).
In addition to these responsibilities, the Committee is also charged with overseeing the development, implementation, and effectiveness of the organization’s compliance program and ethics culture. This role is crucial in fostering an environment of integrity and accountability within Maha.
To assist the Board in matters of remuneration, the Board established a Remuneration Committee consisting of at least three members. The work of the Remuneration Committee is governed by established rules of procedures that have been set by the Board of Directors. The Remuneration Committee is a preparatory function and it is the Board of Directors that make the final decisions in relation to compensation and remuneration matters.
The HSE, Reserves and Sustainability Committee is responsible for several key functions within the Corporation. It assists the Board in fulfilling its oversight responsibilities related to the evaluation process of oil and natural gas reserves and the public disclosure of reserves data and related information in connection with the Corporation’s oil and gas activities.
Additionally, the Committee is tasked with developing, implementing, and monitoring the Company’s policies, standards and practices of the Company with respect to matters concerning health, safety and environment (HSE). This includes overseeing public disclosures on these matters and ensuring the effective implementation of the Corporation’s environmental, social and governance (ESG) strategy.
The Committee also monitors both ESG and HSE performance and recommending improvement measures, as necessary. This oversight ensures compliance and enhances the Corporation’s commitment to sustainability and safety.
The purpose of the Investment Committee is to, on behalf of the Company, assist the Board in fulfilling their responsibilities with regards to investments proposed by the management of the Company. To accomplish this purpose, the Investment Committee will analyze and decide on investments proposed by the management of the Company. The Investment Committee continuously report to the Board regarding its work and the investments.
Paulo Mendonça
Halvard Idland
Svein Harald Øygard
Viktor Modigh.
Kjetil Solbraekke (CEO Maha)
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 2024, but not later than February 28, 2024.
The Nomination Committee’s members for the AGM 2024 are:
- Rodrigo Pires, representing Turmalina Fundo de Investimento em Participações Multiestratégia
- Luis Araujo, representing DBO Invest S.A.
- Edwyn Neves, representing Banco BTG Pactual
- 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 2024
- 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
2023
2022
2021
2020