Corporate Governance
Corporate Governance is an integral part of KEO Capital’s foundation which guides the Company’s corporate culture, business objectives, and enables the accommodation of stakeholder interests. KEO Capital is committed to delivering value to all our stakeholders (including shareholders, employees, contractors, and the communities in which KEO Capital operates) by prioritizing transparency and accountability. For KEO Capital, 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, KEO Capital has been guided by its comprehensive Corporate Governance policies and has aligned its business practices to the Swedish Code of Corporate Governance. KEO Capital’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 KEO Capital 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
Board of Directors
The Board is responsible for the strategy and organisation of KEO Capital and its affairs. The Board shall regularly assess KEO Capital’s and the Group’s financial position and ensure that its organisation is formed in such manner that accounting, management of funds and KEO Capital’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.
Paolo Fidanza
Chairman of the Board of Directors
Andrés Rubio
Member of the Board
Jay Heller
Member of the Board
Halvard Idland
Member of the Board of Directors
Carlos Gomez-Lackington
Member of the Board of Directors
Board 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 three committees, including: Audit, Ethics & Compliance Committee; Remuneration Committee; and ESG 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 KEO Capital. 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 KEO Capital. 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 KEO Capital. 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 ESG Committee develops and recommends to the Board an ESG strategy and framework, and establishes, communicates, and oversees ESG policies, standards, and best practices aligned with business needs and regulatory requirements across all entities. It identifies and oversees ESG-related risks and opportunities, ensuring that ESG—including HSE and CSR—is integrated into business planning, risk management, and major decisions, including M&A. The Committee verifies that ESG oversight is assigned to management with appropriate authority and expertise, and regularly monitors ESG activities and performance, including emerging risks, mitigation efforts, and the handling of incidents, issues, and concerns. It oversees the integrity and reliability of ESG data and ensures that ESG reporting meets internal needs and external regulatory and stakeholder expectations, while monitoring evolving ESG standards and regulatory developments. At least annually, the Committee reviews the ESG program and reports to the Board at least quarterly on ESG performance, compliance with ESG-related laws and regulations, adherence to internal ESG policies and standards, and the effectiveness of global HSE policies and standards.
Nomination Committee
In accordance with a resolution at the Annual General Meeting (AGM) of KEO Capital 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 KEO Capital 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@keocapital.com marked “Proposal to the Nomination Committee” or by ordinary mail to the address: KEO Capital 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 2026, but not later than February 27, 2026.
The Nomination Committee’s members for the AGM 2026 are:
- Rodrigo Pires, representing Starboard
- Farid Shidfar, representing DBO Invest S.A.
- Tore Myrholt, representing Shareholder Value Beteiligungen AG
- Paulo Thiago Mendonça, chairman of KEO Capital 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 2026
- Chairman at the AGM
- Election of auditors
Management Team
Pablo A. Ribas
CEO
Miles Molyneaux
CFO
Roberto Marchiori
COO
Barbara Bittencourt
CLO
Auditors
Deloitte AB has been the company’s auditor since 2016. The principal auditor is the authorized public accountant Andreas Frountzos.
Corporate Policies
Articles of Association
Long Term Incentive Plans
Long Term Incentive Plan (LTIP 10) 2026
Terms and Conditions for Warrants (LTIP 10) 2026:2032
Long Term Incentive Plan (LTIP 8) 2023
Terms and Conditions for Warrants (LTIP 8) 2023:2030
Long Term Incentive Plan (LTIP 9) 2023
Long Term Incentive Plan (LTIP 5) 2021
Long Term Incentive Plan (LTIP 6) 2021
Corporate Reports
Remuneration Reports
2025
2024
2023
2022
2021
2020