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
Degree in Mechanical Engineering (cum laude) from the Federal University of Rio de Janeiro (UFRJ).
Chairman of the Board of Directors since 2023 and member of the Board of Directors since 2022.
Other assignments: Managing Director of the Starboard Group
Prior assignments (last five years): Chairman and Board Member as well as Director of Business Development in 3R Petroleum. Head of Investment Banking at Brasil Plural´s Investment Banking division.
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: 0
Chairman of Remuneration Committee and Member of the Reserves & HSE Committee
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Enrique Peña
Member of the Board of Directors since 2022
Enrique Peña
Born 1974
Universidad Politécnica de Madrid, Master in Infrastructure Management and Public Services and Master in Civil Engineering. The Wharton School of Business. University of Pennsylvania, Master in Business Administration (MBA).Universidad UNED-UJI, Master in Sustainability and Social Corporate Responsibility.
Member of the Board of Directors since May 2022
Other assignments: Deputy Director of the IE Negotiation and Mediation Center.
Prior assignments (last five years): Chief of Staff and Senior International Manager of Renfe.
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. Enrique Peña is currently Deputy Director of the IE Negotiation and Mediation Centre and Professor of Strategy in IE University in Madrid, Spain
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: 0
Chairman of the Audit Committee
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Fabio Vassel
Member of the Board of Directors since 2022
Fabio Vassel
Born 1976
Master of Business Administration (MBA) from The Wharton School of the University of Pennsylvania. Bachelor of Arts (BA) from the University of São Paulo (FEA-USP).
Member of the Board of Directors since 2022
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: 0
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Halvard Idland
Member of the Board of Directors since 2023
Halvard Idland
Born 1975
M.Sc. in Economics and Business Administration from Norwegian School of Economics (NHH).
Member of the Board of Directors since March 2023
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: Co-founder and CFO at DBO Energy and DBO 2.0. 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
Member of Audit Committee
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Richard Norris
Member of the Board of Directors since 2022
Richard Norris
Born 1966
PhD in Petroleum Engineering and an MSc in Petroleum Geology
Member of the Board of Directors since 2022
Other assignments: Richard is currently Managing Director of Pandreco Energy Advisors Inc
Previous assignments: 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
Experience: Richard holds a PhD in Petroleum Engineering and an MSc in Petroleum Geology from Imperial College in London as well as a BSc in Geology. Richard 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 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: 0
Chairman of the HSE Reserve Committee and Member of the Audit Committee
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Svein Harald Øygard
Member of the Board of Directors since September 2023
Born 1960
Cand. Oecon from the University of Oslo, Economist.
Member of the Board of Directors since September 2023
Other assignments: Svein Harald Øygard holds several board positions, including being chair in Norwegian Air Shuttle since 2021 and as chair of DOF since 2023. He is also on the board of TGS-NOPEC.
Experience: 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.
Previous assignments: He rejoined McKinsey, serving as Global Knowledge Leader Oil & Gas 2010-2014 and as leader of Oil & Gas in Latin America, based in Brazil, 2013-2016. He then worked as Senior Partner Corporate Finance in Sparebank1 Markets until mid-2021.
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 3,024,406 shares in Maha directly. He also indirectly holds 124,434 shares in Maha through his investment company, Energy Investors AS (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.
Member of Remuneration Committee.
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Viktor Modigh
Member of the Board of Directors since 2022
Viktor Modigh
Born 1980
Master of Law
Member of the Board of Directors since 2022
Other assignments: Viktor is currently the Managing Director of Tiveden AS and Chairman of Jumpgate AB, Minotaurus Energi AS and Urtiven AS.
Prior assignments (last five years): Not Applicable
Experience: Viktor holds a Master of Law from the University of Gothenburg, Sweden with a specialization in Petroleum Law and Petroleum Contracts from the University of Oslo, Norway. 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: 0
Member of Audit Committee, Remuneration Committee and Reserve & HSE Committee.
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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 Committee is a supervisory body within the Board of Maha. The Audit Committee shall ensure compliance with the Board’s monitoring responsibilities pertaining to satisfactory control of risk handling, financial audits and reporting.
The Audit Committee shall thereby, in particular, contribute to sound and regular financial reporting to ensure the market’s trust in Maha. The Audit Committee shall furthermore ensure, where deemed appropriate, qualified, efficient and independent external audits of Maha. The Audit Committee shall also ensure that good communication is maintained between the Board and the external auditor(s).
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 Reserves & HSE Committee is responsible for the following functions:
- Assist the Board in fulfilling its oversight responsibilities generally with respect to the oil and natural gas reserves evaluation process of the Corporation and public disclosure of reserves data and related information in connection with the Corporation’s oil and gas activities;
- Developing, implementing and monitoring policies, standards and practices of the Company with respect to matters concerning health, safety and environment, including public disclosures.
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.