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| Corporate Governance |
In Pampa we believe that the best way of retaining and protecting our investors is to adopt and implement the best corporate governance practices which enable us to consolidate our position as one of the most transparent and reliable companies in the market.
In this sense, we work at all times to incorporate these practices taking into account the international market trends and the local and international regulations in force which are applicable in terms of corporate governance.
For further information on this matter, please see Exhibit I of this Annual Report where we have included the Corporate Governance Report required by our Code of Corporate Governance (hereinafter, “the Code”) implemented pursuant to General Resolution No. 516/2007 of the National Securities Commission (hereinafter “CNV”).
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The Board of Directors |
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The power to adopt decisions in the Company is vested in the Board of Directors. The Board of Directors is composed of nine directors and seven alternate directors, of whom four directors and two alternate directors are independent with the meaning attributed to “independence” by the criteria laid down by CNV’s rules. All our directors are elected for a term of three years and can be successively reelected, except for our independent directors, who cannot be reelected for successive terms.
The directors who perform executive functions are entitled to a remuneration that must be approved by the Audit Committee, and they are required to sign exclusivity and non-competition agreements and to be holders of 45 million shares of the Company in order to exercise the warrants (“Warrants”) granted to them over shares of common stock of Pampa Energía S.A.. These provisions are designed to ensure a total alignment of interests of our management with those of the rest of Pampa’s shareholders.
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| Policies |
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Business Conduct Code – Ethics Hotline |
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The Company has a Business Conduct Code which lays down the ethical principles that are the pillars of the relationships between Pampa, its employees and suppliers, and provides means and instruments that ensure transparency in the handling of matters and issues that may affect the adequate management of Pampa.
Within the context of the various corporate governance policies adopted in the course of 2009, Pampa’s Management Committee approved the implementation of the Ethics Hotline as a channel to be solely used for reporting, in the strictest confidentiality, any presumed irregularity concerning the Business Conduct Code and/or violations thereof.
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Relevant Information Disclosure Policy |
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In the year 2009, Pampa’s Management Committee approved the Relevant Information Disclosure Policy in order to regulate the basic principles that guide the operation of the processes to be followed when publishing information relevant to Pampa in accordance with the regulatory requirements imposed by the securities markets where Pampa’s securities are traded or those in which Pampa is a registered issuer.
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Supervisory Committee |
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Pursuant to our by-laws, the supervision of the Company shall be vested in a Supervisory Committee composed of three members and three alternate members appointed by our shareholders. The members of the Supervisory Committee must be lawyers or chartered accountants and serve for a term of three fiscal years.
The primary responsibility of the Supervisory Committee is to monitor de Board of Directors’ compliance with the Business Corporate Law, the bylaws, its regulations, if any, and the shareholders’ resolutions. In performing these functions, the Supervisory Committee does not control our operations or assess the merits of the decisions made by the directors.
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Audit Committee |
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The Audit Committee’s charter, approved at the Company’s Shareholders Meeting held on June 16, 2006 and subsequently amended by the Shareholders Meeting on April 8, 2009 provides that the Audit Committee shall be comprised of three members, all of whom must be independent in line with the independence criteria laid down by the CNV rules. The Audit Committee’s members must have professional experience in finance, accounting, law or management.
The Audit Committee is responsible for the fulfillment of the duties set forth in the Public Offering Transparency Regulations, which include, without limitation, the following:
- Overseeing the operation of both the Company’s internal controls and administrative and accounting system ensuring the reliability of the latter and of all the financial information or other significant matters submitted to the authorities in compliance with the various information regimes currently in place.
- Advising the Board of Directors in connection with the nomination of the candidates to be appointed as independent directors and serve in the Audit Committee.
- Delivering an opinion about the proposal presented by the Board of Directors for the appointment of the external auditors to be hired by the Company and overseeing independence-related issues.
- Reviewing external auditors’ plans, supervising and assessing their performance and rendering an opinion thereon at the time of the submittal and publication of the statutory annual financial statements.
- Reporting on the external audit fees and on any other service rendered by the audit firm as well as by other professional services firms in the field of audit, accounting, internal control systems and financial and administrative advisory services.
- Monitoring the enforcement of the policies that govern the Company’s risk management information.
- Providing the market with complete information concerning any transaction that may involve conflicts of interest with corporate governance members or controlling shareholders.
- Approving transactions with related parties whenever statutory provisions so require, rendering a well-founded opinion and communicating it in compliance with the law whenever the possibility exists of a potential conflict of interest arising at Pampa.
- Approving any remuneration proposal concerning Pampa executives.
- Verifying compliance with any applicable rules of conduct.
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