Board of Directors
Pursuant to the Argentine Business Organizations Law No. 19,550, as amended from time to time, 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 CNV Rules. All of our directors are elected for a term of three years and may be re-elected indefinitely, except for independent directors, who may not be re-elected for consecutive periods. The expiration and further renewal of terms of office is 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||12/31/2020|
|Marcos Marcelo Mindlin, born in January 19, 1964, has been member of Pampa Energía’s Board of Directors since June 2006, and currently serving as the Board’s Chairman of Pampa Energía. From 1991 to 2003, Mr. Mindlin was shareholder, vice-chairman and Chief Financial Officer of IRSA, a leading Argentine real estate company. Additionally, Mr. Mindlin served as vice-president of Alto Palermo S.A., 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 also served as a director and member of the executive committee of Banco Hipotecario, the leading mortgage bank in Argentina. 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 his work on Grupo EMES (formerly Grupo Dolphin). Currently, Mr. Mindlin is shareholder and chairman of Grupo EMES. In addition, Mr. Mindlin founded and manages a non-political organization called “Fundación para la Iniciativa Popular” whose purpose is to relieve hunger among Argentine children and promote related political reforms. Mr. Mindlin is also chairman of the board of the executive committee of Tzedaka, a leading Jewish-Argentine foundation, and is member of the Council of the Americas. 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 and an MBA from the CEMA University.|
|Damián Miguel Mindlin||Director||Non-independent||12/31/2020|
|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 currently the Vice Chairman of the management board of “Fundación Pampa Energía Comprometidos con la Educación”.|
|Ricardo Alejandro Torres||Director||Non-independent||12/31/2019|
|Ricardo Alejandro Torres, born on March 26, 1958, has been member of Pampa Energía’s Board of Directors since November 2005 and serves as director of electricity distribution and administration. Moreover, Mr. Torres serves as chairman and CEO of Edenor, our electricity distribution utility subsidiary. 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 a MBA from the Business School at Austral University.|
|Diego Martín Salaverri||Director||Non-independent||12/31/2020|
|Diego Martín Salaverri, born on August 7, 1964, has been member of Pampa Energía’s Board of Directors since June 2006. Mr. Salaverri is a founding partner of Errecondo, Salaverri, Dellatorre, Gonzalez & Burgio law firm. Mr. Salaverri holds a law degree from the Argentine Catholic University.|
|Gabriel Cohen, born on September 11, 1964, serves as CFO and has been a director of Pampa Energía since 2006 and director of Transener since 2004. Previously, Mr. Cohen worked at Citibank, N.A. for fifteen years, serving at the bank’s offices in Buenos Aires and Paris, where he held different positions in Financial Control, Treasury, Investment Banking, Corporate Banking and debt restructuring processes. Mr. Cohen holds a degree in business administration from the Buenos Aires University.|
|Miguel Ricardo Bein||Director||Independent||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.|
|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.|
|Santiago Alberdi, was born on April 6, 1983. On April 2016 he joined the Company as a member of the board of directors. Previously to joining the Company he worked at the Lotería de la Ciudad Autónoma de Buenos Aires (LOTBA). Mr. Alberdi holds a degree in law from the Buenos Aires University.|
|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.|
|Pablo Díaz||Alternate director||Non-independent||12/31/2018|
|Pablo Díaz, born on June 26, 1957, has been an alternate director of Pampa Energía since June 2006. Previously, Mr. Díaz was an advisor to the Undersecretariat for Electrical Energy at the Ministry of Planning and Public Works.|
|Mariano Batistella||Alternate director||Non-independent||12/31/2018|
|Mariano Batistella, was born on July 31, 1982. He has been an alternate director of the Company since 2013. He currently serves as executive director of strategy, planning, petrochemicals and affiliates of the Company. Mr. Batistella worked in investment banking at Goldman Sachs. Mr. Batistella holds a degree in business administration from the San Andrés University and has a postgraduate degree in finance from the same institution.|
|Brian Henderson||Alternate director||Non-independent||12/31/2020|
|Brian Henderson, was born on September 23, 1945 and currently serves as alternate director in Pampa Energía. Previously, Mr. Henderson served as a director of Latin American Region at National Grid (United Kingdom), Silica Networks and Manquehue Net Telecomunicaciones (Chile) and as Vice-Chairman of Commercial Operations at Charter Oak Energy for the Americas, Africa and Europe. Prior to joining Charter Oak Energy, Mr. Henderson served as Vice Chairman and General Manager at Deutsche Babcock Riley, Canada Inc., a subsidiary controlled by Deutsche Babcock, Germany. Mr. Henderson studied in the United Kingdom where he obtained a degree in Electrical Engineering from Heburn College.|
|Victoria Hitce||Alternate director||Non-independent||12/31/2019|
|Victoria Hitce, was born on April 9, 1977. Ms. Hitce works as director of legal affairs of the Company and has been a member of the Board of Directors of Pampa since April 2017, as well as member of the board of CIESA, Tramsba, Citelec, Transener, among other companies. She also is director of Socotherm Americas S.A. Previously, she was a founding partner of the Salaverri, Burgio & Wetzler Malbrán law firm. She is a lawyer graduated from the Argentine Catholic University.|
|Nicolás Mindlin||Alternate director||Non-independent||12/31/2018|
|Nicolás Mindlin, was born on November 11, 1989, he is an alternate director of Pampa since April 2017. Mr. Mindlin works as director for strategy and holds seats in several subsidiaries’ boards, among them TGS, OldelVal, Enecor, Refinor. Mr. Mindlin holds an Industrial Engineering degree from the Technological Institute of Buenos Aires.|
|Enrique Luján Benítez||Alternate director||Independent||12/31/2020|
|Enrique Luján Benítez, was born on March 22, 1972. Currently, he works as Managing Partner and Chief Investment Officer in Primevo Advisors. Previously, he held the position of Managing Director and Chief Trading Officer in Banco Hipotecario S.A. (2000-2011). He holds an economic degree from the Buenos Aires University.|
|Isaac Héctor Mochón||Alternate director||Independent||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.|
|María Carolina Sigwald||Alternate director||Non-independent||12/31/2020|
|María Carolina Sigwald, was born on November 15, 1967. She is 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.|
|Mauricio Penta||Alternate director||Non-independent||12/31/2020|
|Mauricio Penta, was born on July 23, 1976. He is an alternate director of Pampa since April 2018 and currently works as director of administration 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.|
|José María Tenaillon||Alternate director||Independent||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.|
|Newly appointed Directors will be instructed on their authorities, responsibilities, regulations and internal policies, the characteristics of the business, the market where it operates, and the rules concerning the operation of the management bodies of Pampa Energía S.A. (hereinafter, ‘Pampa’ or the ‘Company’). Induction will be in charge of the Chief Executive Officer, who may have the assistance of other Company managers. The induction process will begin with a meeting with the newly appointed Directors to be held within 30 days of their appointment, and will be supplemented with the delivery of materials and documents concerning Pampa, as well as meetings with other relevant managers.|
|2. Exercise of office and discretion|
|The position of Director is personal. Directors should perform their duties with due diligence, prudence and discretion in full agreement with the provisions of Argentine Business Organizations Law No. 19,550 and its amending provisions, the Rules of the Argentine National Securities and Exchange Commission and those of the markets where the Company’s securities are listed for trading, ensuring at all times the safeguarding of the best interests of Pampa and its shareholders as a whole. 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. Convening of meetings, agenda, place for the holding of meetings|
A) The Board of Directors will hold ordinary meetings every third Wednesday of each month or, in case it is a public holiday, the first subsequent business day. The Chairperson, acting on his or her own behalf or upon the request of a Director or a Permanent Statutory Auditor, may convene an extraordinary meeting at least five calendar days in advance, stating the agenda for the meeting. In cases of urgency, the Chairperson may convene an extraordinary meeting with a shorter notice. In all cases, the agenda will be distributed by email simultaneously with the notice to convene the meeting sent to the address that each Director and Statutory Auditor will indicate when taking office. The Chair will include in the ordinary meetings’ agenda all issues requested by the Directors or Permanent Statutory Auditors seven days prior to the Board of Directors’ meeting date.
B) In all cases, unless expressly stated otherwise, meetings will be held at the Company’s headquarters.
C) Unless expressly provided otherwise, all meetings will begin at 11:00 a.m. Attendees will wait for half an hour before adjourning the meeting due to not having quorum.
D) Meetings may only be attended by Permanent Directors and Permanent Statutory Auditors, and Company officers and/or counselors who are invited by the Board or Directors.
E) 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 for each meeting and, if applicable, the corresponding supporting material, will be sent.
F) Directors will abstain from recording or filming the body’s meetings. Directors wishing their statements to be literally transcribed in the minutes will indicate so and submit a typed copy thereof. The Chairperson will acknowledge receipt through a copy to be submitted to the petitioning Director.
|4. Provision of information|
A) Whenever they deem it appropriate to illustrate their criteria for the consideration of topics concerning the Board or Directors, the 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 should 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 will need to be informed by analyzing available elements, taking the data deemed relevant in their judgment. Directors will 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.
|5. Minutes book|
A) The drafting of the minutes will be the Chairperson’s responsibility, who may appoint an officer as Recording Secretary, in which case the Recording Secretary will be in charge of taking the relevant notes and making the first draft under the supervision of the Chairperson.
B) The final wording of the minutes will contain a summary of the statements expressed during the deliberation process, the vote of each Director, 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, except for their filing in the Company’s records.
C) Within a term to be fixed by the Board of Directors in each meeting, the Chairperson or the Recording Secretary will provide for the circulation of the first draft of the minutes among the Directors by sending them to the informed e-mail addresses. Directors will submit their remarks to the Recording Secretary within a term of three business days, including Saturdays. After receiving such remarks, the Chairperson may make the amendments, extensions or clarifications he or she deems necessary and/or relevant. The Chairperson will also draw up the final text which will be transcribed in the minutes book.
|During the time in office, payments towards each Director’s remuneration may be agreed. The Company will under no circumstances be responsible for the payment of the applicable taxes, which will be borne by each Director. The Board of Directors may reduce its remuneration every time it deems it necessary or appropriate. Furthermore, it will agree on the individual allocation of the global remuneration among its members.|
|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, Argentine Business Organizations Law No. 19,550 and its amending provisions, and the Rules of the Argentine National Securities and Exchange Commission and the Buenos Aires Stock Exchange.|