Pursuant to Section 109 of the Capital Market Act No. 26,831, Pampa has an Audit Committee consisting of three regular members, integrated by three regular members and three alternate members, who all hold independent status according to the independence standards set out in the CNV Rules. The Audit Committee members have professional expertise in financial, accounting, legal, and/or business matters.
Pursuant to the applicable legislation and its own Internal Regulations, the Audit Committee is responsible for compliance with, inter alia, the following duties:
- Supervising the operation of internal control systems and the administrative/accounting system, as well as the reliability of the latter and of all financial information or any other significant facts that may be disclosed to the authorities in compliance with the applicable reporting system.
- Advising the Board of Directors on the nomination of candidate independent directors to be members of the Audit Committee.
- Expressing their opinion on any proposal by the Board of Directors to designate external auditors to be hired by the Company, and ensuring their independence.
- Reviewing the plans submitted by external auditors, supervising and assessing their performance, and issuing a relevant opinion upon the presentation and disclosure of annual financial statements.
- Reporting on external audit fees and other services provided by the auditing firm and other firms rendering auditing, accounting, IT systems, internal control and financial and administrative counseling services.
- Supervising the implementation of risk management information policies within the Company.
- Providing the market with full information on transactions where there may be a conflict of interest with members of corporate bodies or controlling shareholders.
- Approving any proposal for compensation of Pampa’s senior management to be submitted by the Board of Directors to the Shareholders’ Meeting for consideration.
- Rendering its opinion on the compliance with legal requirements and the reasonableness of the issuance of shares or convertible securities in capital increases with the exclusion or limitation of preemptive rights.
- Authorizing related-party transactions in the cases provided by law, as well as issuing an informed decision and disclosing it in compliance with the law whenever there is or may be an alleged conflict of interest within Pampa.
- Checking compliance with applicable standards of ethical conduct.
- Drawing up an annual action plan.
At present, Pampa’s Audit Committee is composed as follows:
|Carlos Tovagliari, born December 27, 1959, has been a director of Pampa Energía since June 2006 and serves as the managing partner and the general manager of Pop Argentina. Previously, he worked for IRSA and Petersen Thiele y Cruz S.A. Mr. Tovagliari holds a degree in industrial engineering from the Buenos Aires University.|
|Diana Mondino||Vice chair||12/31/2019|
|Diana Mondino, was born on August 8, 1958. On November 2017, she joined the Company’s board, where she had previously served as an alternate member. She is currently director and member of the Audit Committee for Loma Negra, a NYSE traded company. She is also director of Banco Roela, and was formerly an alternate director of Edenor and board member of Grupo Supervielle. Currently, Ms. Mondino is Director of Institutional Affairs at UCEMA and is a Finance Professor. Until 2005, she was based in New York serving as Region Head for Latin America at Standard Poor’s. In 1991, she founded the company Risk Analysis, a credit risk rating company, which was later acquired by Standard & Poor’s. Ms. Mondino holds a MBA from IESE.|
|Miguel Ricardo Bein||Regular member||12/31/2019|
|Miguel Ricardo Bein, born on October 28, 1950. Mr. Bein has been director of our company since April 2017. He is currently an economic and financial consultant at Bein & Asociados , a consultancy firm founded in 2001. Previously, he was Secretary of Economic and Regional Programming at the Ministry of Economy, Works and Public Services during the period of 2000 – 2001. He was also Undersecretary of Small and Medium Enterprise at the Ministry of Industry and Foreign Trade. Mr. Bein graduated in Economics from the Buenos Aires University. In 1993, he obtained a degree in International Senior Management Program from Harvard Business School.|
|Isaac Héctor Mochón||Alternate member||12/31/2018|
|Isaac Héctor Mochón, was born on August 9, 1943, Mr. Mochón has been director of Pampa since 2017. He was a member of the board of directors of Design Suites S.A. and Misted, and currently serves as director of Greenwind. Mr. Mochón holds a degree in law from the Buenos Aires University.|
|José María Tenaillon||Alternate member||12/31/2018|
|José María Tenaillon, born in October 23, 1979, he is alternate director of Pampa since April 2016. Currenlty, Mr. Tennaillon works at the National Pension Fund. Previously he worked at Severgnini, Robiola Grinberg y Larrechea law firm between 1998 to 2000, Liendo & Castiñeyras law firm between 2000 to 2005, the Argentine Securities Commission between 2005 and 2006, Zang, Bergel & Viñes law firm between 2006 and 2007, and at Marval, O Farrell & Mairal between 2007 and 2010. Mr. Tenaillon obtained his law degree from the University of Buenos Aires.|
Audit Committee's Regulations
These Regulations shall govern the operation of the Audit Committee, reporting to the Board of Directors of Pampa Holding S.A. (formerly, Frigorífico La Pampa S.A., hereinafter the ‘Company’) whose supervisory, disclosure, advice and recommendation duties shall be such as arise here from and any others assigned to it under the applicable laws and regulations in force.
|I – COMPOSITION AND MEETINGS
|The Audit Committee shall be a collegiate body formed by three regular members and three alternate members, who shall be elected among the members of the Company‘s Board of Directors by the simple majority of the Board’s members. All members of the Committee shall be independent members of the Company’s Board of Directors, according to the standards and criteria determined by the applicable regulations.|
|II – QUALIFICATIONS|
|In compliance with the laws in force, the members‘ qualifications shall be assessed in each case by the Company’s Board of Directors prior to their appointment. In this regard, among other standards, all the members of the Committee must be capable of understanding the financial information and contributing other knowledge and experience that is relevant to the Company, including skills in financial, accounting and business matters, all of which shall be material eligibility requirements for the position of Committee member.
Nomination of Financial Expert
As long as the Company is listed in the New York Stock Exchange (‘NYSE’), one of the Audit Committee’s members must be elected by the Board as financial expert. The Company must indicate if one member of the Committee is designated as financial expert, and must disclose it according to applicable rules. The financial expert must account with expertise and credentials required in the applicable rules to foreign companies listed in the NYSE.
|III – INCOMPATIBILITY|
|The following events are incompatible with the position of Committee member: a) the determination by a court of discipline of a professional association that the prospective member has incurred a serious breach. If such breach were subsequent to the appointment, the member shall be immediately excluded; b) the performance of legal, court processing (procurador), audit and/or accounting services, either per se or through third parties, against the company, except in case of the member’s own cause of action, shall result in such member’s immediate exclusion; c) disqualification determined by a judgment or criminal sentence, or the filing of an indictment that has become final and conclusive, and the condition of fraudulent bankrupt without having obtained a release therefrom. If such circumstances were subsequent to the member’s appointment, the member shall be immediately excluded.|
|IV – FREQUENCY OF MEETINGS, QUORUM AND TENURE|
|The Committee shall meet at least once every three months and more frequently, at the request of any of its members, whenever required by the circumstances and/or the bylaws. Meetings shall be called by its Chairman, indicating the matters to be transacted. Otherwise, the call may be made by any of the members of the Committee. The Audit Committee shall hold valid meetings with the absolute majority of its members. Decisions shall be adopted by simple majority of votes of its attendants. In case of a tie, the Chairman shall have a casting vote. In case of absence of any of its members, they shall be replaced by alternate members. The remaining members of the Board of Directors and the Supervisory Committee may attend the Committee’s meetings, where they shall have the right to speak but not to vote. The Committee, by grounded resolution, will be able to exclude them from their meetings. The members of the Board and the Supervisory Committee, managers, internal auditors and the representatives of the external auditors shall attend meetings whenever required, collaborate and grant access to inquired information. The development of the meetings and its recording in books shall comply with the same formalities as those applicable to the Board meetings under the Bylaws and the Law. The Audit Committee can be operative with its attending members, or each other connected through other simultaneous transmission means such as audio, video or words, therefore for quorum and majority purposes recording the physical and distance attendees. Its recording in books shall comply with the same formalities as those applicable to the Board distance meetings under the Bylaws and the Law. The members of the Audit Committee shall hold office for such term as fixed by the Board of Directors at the time of their appointment, and may not be reelected for the position of director for successive terms. Upon expiration of their tenure, they shall continue in office until their replacements are appointed. Termination of the office as director for any reason shall automatically result in the termination of the office as Audit Committee member. The Board of Directors may, by grounded resolution adopted by the majority, order the suspension or exclusion of any Audit Committee member who violates his or her duties, which conduct shall be assessed in accordance with the applicable law.|
|V – AUTHORITIES AND RESPONSIBILITIES|
|Following its organization, the Audit Committee shall appoint a Chairman and a Vice-Chairman at its first meeting. The Vice-Chairman shall replace the Chairman in case of resignation, death, disability, disqualification, removal or temporary or definitive absence. The election shall be made in all cases by absolute majority of the Committee members. The Committee has full powers to investigate into all matters within its authority as set forth in these Regulations or as required by the applicable laws. In performing its duties, the Committee shall have access to the any information and documentation required by it. The Committee shall have the following duties, in addition to those contemplated by the applicable laws: 1) Supervise the operation of the internal control systems and administrative-accounting system, as well as the reliability of the administrative-accounting system and all financial information or other material events submitted to the CNV and stock exchanges in compliance with the applicable disclosure regime. 2) Give an opinion on the Board of Directors’ proposal for the appointment of the independent auditors to be retained by the Company and control their independent status. 3) Review the independent external and internal auditors’ plans and evaluate their performance and issue an opinion thereon upon the presentation and publication of the annual financial statements, all in accordance with the CNV rules. 4) Supervise the observance of the Company’s policies regarding information about our risk management. 5) Provide to the market full information on transactions in which there is a conflict of interests with members of the corporate bodies or controlling shareholders. 6) Give an opinion on the reasonableness of the Board’s formulated proposals regarding fees and stock option plans for Company’s directors and managers. 7) Approve any proposal for compensation of the Company’s senior executive management —Messrs. Marcelo Mindlin, Gustavo Mariani, Damián Mindlin and Ricardo Torres (the ‘Senior Officers’)— to be submitted by the Board of Directors for their consideration, being entitled to make inquiries to internationally recognized compensation experts, with a view to ensuring that the Senior Officers receive a compensation similar to other persons in comparable positions in Argentina and abroad engaged in the business development, taking into account the contribution made by each Senior Officer and the Company’s general balance sheet and operating income statement situation. 8) Deliver an opinion on the observance of the legal requirements and the reasonability of the conditions of issue of shares or securities convertible into shares, in case of a capital increase that provides for the exclusion or limitation of preemptive rights. 9) Verify observance of the applicable standards of conduct. 10) Oversee a channel in which Company’s managers and personnel are able to file complaints related to reporting, internal control and auditing, in accordance with the applicable rules. 11) Deliver a grounded opinion regarding transactions with related parties in the events set forth in the applicable laws, issue a grounded opinion thereon and disclose such opinion to the investment community in compliance with the CNV rules, in all cases in which there is or might be an alleged conflict of interest in the Company. 12) Prepare, on an annual basis, an action plan for the fiscal year, an account of which shall be given to the Board of Directors and Supervisory Committee. The Audit Committee must present said action plan within the first 60 calendar days beginning the fiscal year. 13) Consider any other matters delegated to it in due course by the Board of Directors, as well as any other duties which are Within the authority of the Audit Committee under the law. 14) Issue any reports or opinions as required by the regulations in force, with such extent and frequency as determined by such regulations and any amendments thereto, etc. 15) Fulfill with all obligations imposed to the Audit Committee by the Company’s Bylaws and applicable rules and laws.|
|VI – COMMITTEE’S OPERATING BUDGET|
|The Audit Committee shall operate with an annual budget to be approved by the annual General Ordinary Shareholders’ Meeting of the Company, which will consider all the disbursements that are estimated to be necessary.|
|VII – COMMITTEE’S INTERNAL RULES|
|The Committee may have its own internal rules and may change it whenever the Committee considers it is convenient, as long as the applicable laws are duly fulfilled.|