According to Section 109 of the Capital Market Act No. 26,831, Pampa has an Audit Committee integrated by three regular members, whom all hold independent status according to the independence standards set out in the Argentine National Securities and Exchange Commission (‘CNV’ or Comisión Nacional de Valores) Rules, they all hold an independent status. The Audit Committee members have professional expertise in financial, accounting, legal, and/or business matters.
Under the applicable legislation and its own Internal Regulations, the Audit Committee is responsible for compliance with the following duties, among others:
- Supervising the operation of internal control and administrative/reporting systems, and the reliability of the latter and of all financial information or any other significant events that may be disclosed to the CNV and the markets, in compliance with the applicable reporting system;
- Rendering opinion on any Board’s proposal appointing external auditors to be hired by the Company, and ensuring their independence;
- Reviewing the plans submitted by external and internal auditors, assessing their performance, and issuing an opinion on the presentation and disclosure of annual financial statements, all under the CNV Rules. For the supervision of external auditor’s performance, the Committee may determine a series of objective indicators to assess their commitment, efficiency and independence;
- Supervising the implementation of risk management information policies within the Company;
- Providing the market with complete information on transactions where there may be a conflict of interest with members of corporate bodies or controlling shareholders;
- Rendering its opinion on remunerations and stock options plans’ proposals for the Company’s directors and managers submitted by the Company’s Board;
- Rendering its opinion on compliance with legal requirements and the reasonableness of conditions for the issuance of shares or convertible securities in capital increases with the exclusion or limitation of preemptive rights;
- Issuing a well-founded opinion on related-party transactions in the cases provided by law, and disclosing it in compliance with law whenever there is an actual or alleged conflict of interest within Pampa;
- Supervising the operation of a channel whereby the Company’s executives and staff may report reporting, internal control, and audit issues under the applicable provisions to such effect;
- Providing any report, opinion, or statement required by the current regulations in force, with the scope and frequency required by such regulations, as amended, etc.;
- Fulfilling all obligations provided for in the Bylaws, as well as laws and regulations binding the Company;
- Checking compliance with applicable standards of ethical conduct; and
- Drawing up an annual action plan for which it will be held accountable to the Board and the Audit Committee. The Audit Committee will submit this action plan within 60 calendar days from the beginning of the fiscal year.
At present, Pampa’s Audit Committee is composed as follows:
|Carlos Correa Urquiza
|Carlos Correa Urquiza, born on September 17, 1969, has been a member of Pampa Energía’s Board of Directors since April 2019. He currently serves as the Trading Desk in the finance area management of Banco Hipotecario SA. Previously, he held the position of Head of the back office department of Consultores Asset Management. Mr. Correa Urquiza holds a Master’s degree in Banking Management from CEMA University and a Bachelor’s Degree in Business Administration from Belgrano University.
|Silvana Wasersztrom, born on March 18, 1968, has been member of Pampa Energía’s Board of Directors since June 2021. Ms. Wasersztrom is a lawyer, and completed postgraduate studies in Tax and Customs Law at the Austral and Belgrano Universities. Since 2012 she has practiced independently in her own firm. Previously, from 1994 to 2002, she worked at Marval, O’Farrell & Mairal law firm and did an internship in Tampa, Florida, United States in the year 1992-1993.
|Carolina Zang, was born on October 26, 1972. Ms. Zang holds a law degree in Universidad de Buenos Aires and has a master’s degree in law from New York University School of Law. She is also a partner of ZBV in the market and finance area. She worked at Chadbourne & Parke LLP and in the National Legal Directorate of the Secretariat of Natural Resources and Human Environment. Ms. Zang also is a Director in the Bar Association of the City of Buenos Aires, member of the Board of Directors of the Adeba Foundation, member of the Cippec Advisory Council and of the Council of Lawyers for Civil and Economic Rights of the Cyrus R. Vance Center for International Justice in New York City. Ms. Zang is also an alternate member of the Board of Directors of Brasilagro Companhia Brasileira de Properties Agricolas.
|Clarisa Diana Lifsic
|Clarisa Diana Lifsic, was born on July 28, 1962. On April 27, 2022. Mrs. Lifstic holds a bachelor’s degree in Economics from the University of Buenos Aires, where she graduated with honors and a Master of Science in Management from the Massachusetts Institute of Technology (Summa Cum Laude). She is also director of La Pionera de Anta, La Morocha del Sur, STAT Research y Biomakers SA, among others.