Governance

Governance Structure

The governance framework for Mtwara LNG Ltd is been structured to reflect both the complexity of the project and the strategic national and regional importance of the Mtwara LNG Facility. The structure ensures balanced oversight, protection of national interests, and alignment with international best practices in energy infrastructure governance.


Board of Directors
The company will be overseen by a multi-stakeholder Board of Directors composed of representatives from all equity partners pending EIA, including:

  • Viability Gap Plc (Chair and Strategic Lead)
  • N Gas Tanzania Ltd
  • TPDC (representing Government of Tanzania interests)- Pending EIA.
  • Tanzania Ports Authority (TPA)
  • ENH (Mozambique)
  • GEFCO Invest (Norway)

Each director will hold voting rights proportionate to their equity share, subject to reserved matters requiring supermajority or unanimous consent to safeguard sovereign and environmental interests.


Executive Management Committee (EMC)
The EMC will be responsible for day-to-day operations, reporting to the Board. It will include:

  • Chief Executive Officer (CEO) – appointed by the lead developer (Viability Gap Plc)
  • Chief Technical Officer (CTO) – nominated by N Gas
  • Chief Financial Officer (CFO) – jointly nominated by GEFCO and Viability Gap Plc
  • Chief Operations Officer (COO) – rotational between TPDC and ENH
  • Local Content & ESG Director – nominated by TPDC or a Tanzanian public agency

Strategic Advisory Council
A high-level advisory body will provide oversight and ensure alignment with national and regional development objectives. Members may include:

  • Ministry of Energy, Tanzania
  • Ministry of Investment and Planning, Tanzania
  • Mozambique Ministry of Mineral Resources and Energy
  • Development partners
  • Private sector experts in energy, finance, and ESG

The Council will meet bi-annually to provide policy guidance, unlock inter-agency coordination, and monitor development impact.


Equity Structure (Indicative – Subject to Final Agreement)

  • Viability Gap Plc & Other Investors – 30%
  • N Gas Tanzania Ltd – 20%
  • TPDC – 20% – Pending EIA
  • ENH – 10%
  • Tanzania Ports Authority – 10%
  • GEFCO Invest (Norway) – 10%

Note: The final structure is subject to ongoing negotiations, regulatory approvals, and formal ratification of land, feedstock, and policy instruments.


Reserved Matters & Safeguards
To protect national interests, the following matters require either TPDC or GoT concurrence pending EIA:

  • Change of control or dilution of TPDC equity
  • Sale of gas to export markets without satisfying Domestic Market Obligation (DMO)
  • Major capital expenditure deviations
  • Environmental, social, or land-use risks above materiality thresholds

This governance structure ensures that Mtwara LNG Ltd maintains operational efficiency, local accountability, and a balance between private-sector innovation and public-sector oversight—positioning the project as a model for sustainable, inclusive energy infrastructure in Africa.