Board of Directors
Under the Argentine Business Organizations Law No. 19,550, as amended, the Capital Market Act No. 26,831 and Pampa’s Bylaws, decision-making within the Company is vested in the Board of Directors. The Board consists of ten regular directors and an equal or smaller number of alternate directors as determined by the Shareholders’ Meeting, a percentage of which will be independent according to the independence standards set out in the Argentine National Securities and Exchange Commission (‘CNV’ or Comisión Nacional de Valores) Rules. All of our directors are elected for a term of three years. They may be re-elected indefinitely, except for the restrictions arising from the independence standards set out in the CNV Rules. The expiration and further renewal of terms of office are made on a partial and staggered basis every year, with the election of three directors for two years, and four directors on the third year.
|Marcos Marcelo Mindlin||Chairman||Non-Independent||12/31/2023|
|Marcos Marcelo Mindlin, born on January 19, 1964, is one of Pampa Energía’s founders and has been a member of the Company’s Board of Directors since June 2006, currently serving as Chairman. Mr. Mindlin was Chief Executive Officer (CEO) from 2016 to 2018. From 1991 to 2003, Mr. Mindlin was shareholder, vice-chairman and Chief Financial Officer (CFO) of IRSA, a leading Argentine real estate company. Additionally, Mr. Mindlin served as vice-president of Alto Palermo, a leading owner and operator of shopping centers in Buenos Aires, and as vice-president of Cresud S.A.I.C., one of the largest listed agricultural companies in Argentina. From 1999 to 2004, Mr. Mindlin served as a director and member of the executive committee of Banco Hipotecario, the leading Argentine mortgage bank. Mr. Mindlin has extensive expertise in Latin America through his roles in Brazil Realty in Brazil and Fondos de Valores Inmobiliarios in Venezuela. In November 2003, Mr. Mindlin resigned from IRSA to focus on Grupo EMES (formerly Grupo Dolphin), co-founded by Mr. Mindlin in 1989, currently serving as Chairman of the board. In addition, Mr. Mindlin founded and chairs Fundación Pampa Energía Comprometidos con la Educación, a non-profit organization founded in 2008 to improve childhood development and education. Moreover, Mr. Mindlin formerly chaired the executive committee’s board of Tzedaká, a leading Jewish-Argentine NGO, and currently serves as Chairman of the Holocaust Museum since 2016 and is a member of the Council of the Americas. Mr. Mindlin is also Chairman of Grupo Dolphin Holding S.A., Emes Inversora S.A. and Pampa Holding MMM S.A.U., and is board member of Orígenes Seguros de Retiro S.A., Orígenes Seguros S.A., Genes II Seguros de Retiros S.A. and Consultores Fund Management.
Mr. Mindlin holds an MBA from the CEMA University (Center of Macroeconomic Studies) and a degree in economics from the Buenos Aires University.
|Gustavo Mariani, born on September 9, 1970, has been member of Pampa Energía’s Board of Directors since November 2005 and serves as CEO of Pampa Energía. Mr. Mariani is shareholder and director of Grupo EMES (formerly Grupo Dolphin), having joined that company as an analyst in 1993 and having served as investment portfolio manager. In addition, Mr. Mariani is a member of the management board of Fundación Pampa Energía Comprometidos con la Educación. Mr. Mariani holds a degree in economics from the Belgrano University, a Master’s Degree in Finance from the CEMA University and the designation of CFA (Chartered Financial Analyst).|
|Ricardo Alejandro Torres||Director||Non-Independent||12/31/2022|
|Ricardo Alejandro Torres, born on March 26, 1958, has been member of Pampa Energía’s Board of Directors since November 2005 and serves as executive vice president of Pampa. From 2012 to 2021 and from 2015 to 2021, Mr. Torres served as chairman and CEO of Edenor, respectively. Previously, Mr. Torres was partner at Darwin Inversiones. From 1993 and 2001 Mr. Torres served as financial director of IRSA, a leading Argentine real estate company, and as a director of Alto Palermo and Brazil Realty. Currently, Mr. Torres is partner of Todos Capital and Pop Argentina. Mr. Torres holds a degree in Public Accounting from the Buenos Aires University and an MBA from the Business School at Austral University. In addition, Mr. Torres is a member of the management board of Fundación Pampa Energía and Chairman of La Fundación Observatorio Argentinos por la Educación.|
|Damián Miguel Mindlin||Director||Non-Independent||12/31/2023|
|Damián Miguel Mindlin, born on January 3, 1966, has been member of Pampa Energía’s Board of Directors since November 2005 and serves as director of procurement, assets security and marketing director. Mr. Mindlin is shareholder and vice-president of Grupo EMES (formerly Grupo Dolphin), having joined that company in 1991. Since November 2003, Mr. Mindlin serves as Grupo Dolphin’s investment portfolio manager. Moreover, Mr. Mindlin is a member of the management board of Fundación Pampa Energía Comprometidos con la Educación.|
|María Carolina Sigwald||Director||Non-Independent||12/31/2023|
|María Carolina Sigwald, was born on November 15, 1967. She is the executive director of legal affairs of the Company since November 2017. She started her professional career as a legal counsel in Central Puerto after its privatization and then joined Chadbourne & Parke in New York, and later joined the Inter-American Investment Corporation (IIC) in Washington. Ms. Sigwald returned to Argentina in 1998 as founding partner of Law Firm Díaz Bobillo, Sigwald & Vittone, where she performed as external advisor for energy companies, Pampa Energia among them. Before entering Pampa, between 2015 and 2017 Ms. Sigwald was director of regulatory and legal affairs at Edenor, our electricity distribution subsidiary. Moreover, she holds seat at Transportadora de Gas del Sur’s and Telefónica de Argentina’s board of directors. Ms. Sigwald obtained her law degree from the University of Buenos Aires, where she graduated with honors.|
|Carolina Zang, was born on October 26, 1972. On April 27, 2022. 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.|
|Carlos Correa Urquiza||Director||Independent||12/31/2024|
|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.|
|María Renata Scafati||Director||Independent||12/31/2024|
|María Renata Scafati, was born on October 21, 1972. Mrs Scafati holds a Law degree from the University of Belgrano. Mrs Scafati is specialized in corporate, regulatory and environmental law and acted in the field of public management as legal and technical manager of the Municipality of Tigre. Prior to that, she was responsible for the legal area of the Endesa group’s electricity and gas trading company in Argentina (currently Enel Argentina), where she developed and managed export and import contracts for electricity for 2,000 MW to Brazil and Uruguay. She also developed the contracts for the commercialization of demand and generation of local electricity and gas commercialization for the Endesa group. She was in charge as an external lawyer of the legal area of the Central Piedra Buena S.A. power plant, managing long-term energy contracts, gas contracts, EPCs and maintenance contracts for the plant and the plant’s gas pipeline. Previously, she worked as a lawyer at Estudio Zang, Bergel & Viñes. Mrs. Scafati has extensive experience in preparing and negotiating bank credit agreements, syndicated loans, bond issuance, as well as advising on initial public offering of company shares, locally and internationally (such as the IPO of Alto Palermo S.A.). Mrs. Scafati participated in numerous operations for the acquisition of companies and joint ventures (such as Banco Hipotecario S.A., and Raymond James Argentina S.A.). At the beginning of her career, Mrs. Scafati worked at Arthur Andersen-Norte Sabino Asesores Legales, where she carried out numerous purchase audits of companies such as the purchase audit carried out by Banco BBVA for its landing in Argentina.|
|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.|
|Darío Epstein, was born on July 19, 1963. In April 2019, he joined the Company as a member of the board of directors. He currently is a director of Sur Investment, Research for Traders and FinGuru. He is a Public Accountant and has an MBA from the University of Michigan. He also was a director of Comisión Nacional de Valores (CNV) (Argentine National Securities and Exchange Commission).|
|Clarisa Diana Lifsic||Alternate Director||Independent||12/31/2024|
|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.|
|Clarisa Vittone||Alternate Director||Independent||12/31/2023|
|Clarisa Vittone, was born on October 6th, 1967. Mrs. Vittone has a Law degree, with a Specialization in Business Law, from Universidad de Buenos Aires. She also completed a Postgraduate Studies in NGO Management at Universidad de San Andrés. Since 2011 she is Partner at Amrop Argentina, one of the leading global executive search companies, and is member of the Regional Committee of Business Development for Amrop Lationoamerica. She leads in Latin America the practice of diversity and inclusion. Her second area of specialization is in the field of digital talent, providing since 2015, advisory for companies, promoting its digital transformation and the development of digital capabilities for C-level and Boards of Directors. Thirdly, she works in Board of Directors consultancy practice. Previously she worked at Valuar, a local prestigious executive search company. Before that, Mrs. Vittone worked for 15 years at Deutsche Bank and EFG Bank in executive roles of corporate, investment and private banking.|
|Mariana de la Fuente||Alternate Director||Non-Independent||12/31/2024|
|Mariana de la Fuente, was born on December 5, 1968. She has a degree in Psychology from the University of Buenos Aires and completed various specializations and postgraduate courses in business administration in the Instituto de Altos Estudios Empresariales (IAE) and human resources at the Michigan University, USA. Since November 2021, she is Human Resources Director at Pampa Energia. Previously, since 2014, she served as Human Resources Director at EDENOR and previously at EDEN (Empresa Distribuidora de Energía Norte), both Subsidiary companies of Pampa. Since 1990, he has held leadership positions related to human resources for Argentina or Latin American Region in several multinational companies, including Monsanto, Cerveceria Quilmes, Cabot and Abertis.|
|Horacio Jorge Tomás Turri||Alternate Director||Non-Independent||12/31/2022|
|Horacio Jorge Tomás Turri, was born on March 19, 1961. Mr. Turri is an industrial engineer and received his degree at Technological Institute of Buenos Aires. Mr. Turri served as CEO of Central Puerto S.A., Hidroeléctrica Piedra del Águila and Gener Argentina S.A. He worked as an analyst of investment projects in the oil, gas and electricity sectors at SACEIF Luis Dreyfus from 1990 to 1992. He also worked at Arthur Andersen & Co. and Schlumberger Wireline in 1987-1990 and 1985-1987, respectively. Currently he is serving as executive director of exploration and production of Pampa.|
|Diana Mondino||Alternate Director||Independent||12/31/2023|
|Diana Mondino, was born on August 8, 1958. On April 27, 2022. After completing her Master´s in Business Administration; Major in Marketing and Finance at IESE, SpainMs. Mondino was Director of Studies at CEMA, where she headed the first Master´s in Business Administration to be taught in Argentina in 1987. She was formerly Region Head for LatinAmerica at Standard & Poor´s, after it bought a domestic rating agency she co-founded. Ms. Mondino is currently CEO of Banco Roela and its fintech operation SIRO; and serves as Director of Institutional Affairs and professor at the master’s degree in Finance and MBA programs at CEMA University. She is also a Board member of the Food Bank Foundation. She is currently Board member of Loma Negra and Bodegas Bianchi.|
|Mauricio Penta||Alternate Director||Non-Independent||12/31/2023|
|Mauricio Penta, born on July 23, 1976. He is an alternate director of Pampa since April 2018 and currently works as executive director of administration, IT and supply of the Company. Previously, Mr. Penta worked for Deloitte and Grupo Cencosud as Tax Manager. Mr. Penta is a Certified Public Accountant from the Universidad Argentina de la Empresa and he received an MBA from the Business School of Austral University.|
|Diego Salaverri||Alternate Director||Non-Independent||12/31/2024|
|Diego Salaverri, was born on August 7, 1964. He has been a member of our Board of Directors since 2020. He is a founding partner of the Argentine law firm Salaverri, Burgio & Wetzler Malbrán. He has a degree in law in 1988 from the Universidad Católica Argentina, Buenos Aires. Currently, Mr. Salaverri serves as Chairman of Ecuador TLC SA, ENOPSA and Trenerec SA, Vice Chairman of Pampa Energía Bolivia SA, director at Edenor, Petrobras Energía Ecuador Ltd and alternate director at CIESA.|
|María Agustina Montes||Alternate Director||Non-Independent||12/31/2022|
|María Agustina Montes, was born on September 28, 1981. She is an alternate member of the Board of Directors of Pampa Energía since 2021. She joined the Company in 2011 and currently is Pampa’s corporate and capital markets legal affairs manager. Moreover, during 2014 Mrs. Montes worked at Cleary, Gottlieb, Steen & Hamilton law firm in New York. Previously, she worked at Bruchou, Fernandez Madero & Lombardi law firm. Mrs. Montes is a lawyer graduated from the University of Buenos Aires.|
|Emilse Juárez||Alternate Director||Independent||12/31/2024|
|Emilse Juárez, was born on February 10, 1985. She holds a degree in Economics from the University of Buenos Aires, specializing in social economy. Mrs. Juárez is currently the Administrative and Technical Coordinator of the General Directorate of Management and Corporate Affairs, responsible for the economic-financial and administrative area in the Executive Sub-Directorate of Operations of the FGS of the National Social Security Administration (ANSES). Mrs. Juárez has management experience as a director in companies such as Edenor, Transener, Edesal Holding, Naturgy Ban, Transportadora Gas del Sur, Enel Generación Costanera, and Metrovías.|
|Lorena Rappaport||Alternate Director||Independent||12/31/2024|
|Lorena Rappaport, was born on October 21, 1971. Mrs. Rappaport holds a Bachelor in Law from Universidad de Belgrano in 1997, is a Certified Compliance Officer, by the International Federation of Compliance Associations (IFCA) – Universidad del CEMA – Asociación Argentina de Etica y Compliance in 2016; and holds a specialization in Legal Tech and Innovation granted by the George Washington University in 2020.|
Note: Information updated as of December 27, 2022.
|1. Board of Directors Composition. Functions. Chairperson and Vice-chairperson.|
|A) The Shareholders’ General Meeting will appoint the members of the Board of Directors according to the Argentine Business Organizations Law No. 19,550 (the ‘ABOL’). Members will be appointed for the term and according to provisions of the Company’s Bylaws. The Shareholders’ General Meeting, or failing that, the Board of Directors, will appoint among the Board of Directors’ permanent members a Chairperson and a Vice-chairperson will replace the first one in case of his or her absence or impediment.
B) The appointment and/or recommendation to the Shareholders’ General Meeting for the candidacy of a person as a member of the Board of Directors shall be carried out according to the Company’s internal procedures.
C) The Board of Directors’ functions will be established by the Bylaws. Mainly, the Company’s general strategy will be established and the management will be supervised.
D) Upon joining the Board of Directors, each member will establish a special domicile, where all notices regarding this regulation will be deemed validly given. Furthermore, each member will provide at least one e-mail address to which the agenda of each meeting and, if applicable, the corresponding supporting material, will be sent.
|2. Exercise of office. Confidentiality.|
|A) a) The position of Director is personal. Directors should perform their duties with due diligence, prudence and discretion in full agreement with the provisions of the ABOL, the Rules of the Argentine National Securities and Exchange Commission and the Buenos Aires Stock Exchange (Mercados Argentinos S.A.) and all the other markets where the Company’s securities are listed for trading, ensuring at all times the safeguarding of the best interests of the Company and its shareholders as a whole.
B) All information Directors have access to is confidential and it should not be disclosed. Directors will be bound by a duty of discretion with regard to the Company’s business and any information on Pampa they have access to, and will comply in a timely manner with the Company’s rules, regulations and policies.
|3. Board of Directors’ Secretary|
|A) Board of Directors will have a Secretary who will assist in all matters related to the management of the Board.
B) Board of Directors’ Secretary will strive that the Board follows the correct procedures according to the Company’s Bylaws, the applicable rules and this Regulation. It may also assist the Chairperson in the organization of the Boards’ activities (including information, the preparation of the schedule and the presentation of reports for the meetings).
C) For that purpose, the Secretary will have a special mailbox which will be the official mean to convene the meetings and communicate with Directors.
D) The Secretary may be composed of one or more employees of the Company.
E) Board of Directors may delegate to the Board’s Secretary, in turn, the management and organization of its Committees.
|4. Convening of meetings, agenda, place for the holding of meetings|
|A) Board of Directors will meet at least quarterly.
B) The Chairperson, through the Board of Directors’ Secretary, will convene the meetings at least five calendar days in advance, stating the Agenda for the meeting and attaching the available supporting documents. In cases of urgency, the Chairperson may convene meetings with a shorter notice. In all cases, the notice to convene the meeting will be sent by e-mail to the address that each Director and Statutory Auditor indicate. The Chair may include in the meetings’ Agenda all issues requested by the Directors or Permanent Statutory Auditors prior to the meeting date.
C) Unless expressly stated otherwise, meetings will be held at the Company’s headquarters.
D) Quorum and majorities are governed by the provisions of Pampa’s Bylaws.
E) The Board of Directors may work with its attending members, or communicated with each other by other simultaneous means of transmission of sounding, images and words, computing to the effect of quorum and majorities not only the attending directors but also those participating at a distance.
F) Attendees will have to wait for fifteen minutes before adjourning the meeting due to not having quorum.
G) Meetings may only be attended by Permanent Directors and Permanent Statutory Auditors, and Company officers and/or counselors who are invited by the Board of Directors.
H) In case of not having quorum, Alternate Directors may take office replacing the absent Directors.
I) Directors will abstain from recording or filming the body’s meetings, unless it is explicitly requested and the majority of the remaining attendees authorize it.
J) Directors wishing their statements to be literally transcribed in the minutes must indicate so and submit a typed copy thereof to the Board of Directors’ Secretary.
|5. Provision of information|
|A) Whenever they deem it appropriate to illustrate their criteria for the consideration of topics concerning the Board of Directors, Directors may request their immediate background to the Chair. The Chair will place the applicable elements at the disposal of the petitioning Director, to such effect providing an appropriate office or room at the Company’s headquarters. Any additional or supplementary information must be requested to the Chair following the same procedure.
B) The Chair may appoint a Director or a senior officer to handle to the Director’s requirements and to channel his or her requests.
C) The required procedures will be fulfilled striving not to undermine the proper functioning of the Company and its staff’s discipline. To such effect, Directors must be informed by analyzing available elements, taking the data deemed relevant in their judgment. Directors must abstain from requesting special analyses, financial projections and any other information not ordinarily used in the Company.
D) It may not be allowed to withdraw books, documents, pieces or receipts, or their reproductions from the Company’s headquarters, without prejudice to any notes the petitioning Director may take.
|6. Minutes Book|
|A) The drafting of the minutes will be the Board’s Secretary’s responsibility, under the supervision of the Chairperson. An officer of the Company in charge of the Board’s Secretary will attend all the meetings, who will be in charge of taking the relevant notes and making the first draft of the minutes.
B) The wording of the minutes must contain a summary of the discussed topics, the voting direction and the adopted decision. No documents or statements not directly associated with the topic of debate may be incorporated in the text of the minutes. The Board of Directors may save through the Board’s Secretariat the documentation and presentations that are related with the topics discussed in the Agenda.
C) The Board’s Secretary will provide for the circulation of the first draft of the minutes among the Directors and Statutory Auditors by sending them to the informed e-mail addresses. Directors may submit their remarks to the Board’s Secretary within the term indicated by the latter. In case of not receiving any remark, it will be understood to mean that the Director does not have any remark regarding the draft sent. After receiving the remarks, the Board’s Secretary will make the amendments, extensions or clarifications that deems necessary and/or relevant. The Secretary will also draw up the final text which will be provided for the circulation again among all the Board and Statutory Audit members before it is transcribed in the minutes book.
D) Once copied, the minutes book should be signed by all those Director and Statutory Auditors who attended the meeting.
|Any amendment to this Regulation will require the approval of the Board of Directors.|
|8. Legal framework|
|Regarding matters not provided for in this Regulation, the Company will be governed by the provisions of its Bylaws, the ABOL, and the Rules of the Argentine National Securities and Exchange Commission and the Buenos Aires Stock Exchange.|