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 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 and 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 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-Indenpendent||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 (CFO) 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 is the chairman of a non-profit organization called Fundación Pampa Energía Comprometidos con la Educación, whose purpose is to improve childhood development and education. Mr. Mindlin is also a former chairman of the board of the executive committee of Tzedaká, a leading Jewish-Argentine foundation, and is a 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, an MBA from the CEMA University and the designation of CFA (Chartered Financial Analyst).|
|Ricardo Alejandro Torres||Director||Non-Indenpendent||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 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. In addition, Mr. Torres is a member of the management board of Fundación Pampa Energía Comprometidos con la Educación.|
|Damián Miguel Mindlin||Director||Non-Indenpendent||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 a member of the management board of Fundación Pampa Energía Comprometidos con la Educación.|
|Carlos Correa Urquiza||Director||Independent||12/31/2021|
|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.|
|Juan Santiago Fraschina||Director||Independent||12/31/2021|
|Juan Santiago Fraschina, born on January 14, 1977. He is member of our Board of Directors since May, 2020. Mr. Fraschina holds a degree in Economics from the Universidad de Buenos Aires and has a Master in Economic Sociology (UNSAM). In the professional career, he served as vice superintendent of Insurance of the Nation, currently he is the General Secretary of the National Social Security Administration (ANSES). He served as professor at the Universidad de Buenos Aires, Universidad Nacional de Lomas de Zamora and Universidad de Morón. He is currently the professor of Economic Social History and the Director of the Bachelors of Economics and Argentine Economic Structure at the Universidad Nacional de Avellaneda.|
|María Carolina Sigwald||Director||Non-Indenpendent||12/31/2020|
|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.|
|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||12/31/2022|
|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 from the International Senior Management Program from Harvard Business School.|
|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).|
|Pablo Díaz||Alternate Director||Non-Indenpendent||12/31/2021|
|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. Moreover, Mr. Díaz is a member of the management board of Fundación Pampa Energía Comprometidos con la Educación.|
|Brian Henderson||Alternate Director||Non-Indenpendent||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 CEO 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-Indenpendent||12/31/2022|
|Victoria Hitce, was born on April 9, 1977 and has been a member of the Board of Directors of Pampa since April 2017. Ms. Hitce serves as corporate and M&A director of legal affairs of the Company, as well as member of the board of CIESA, Transba, Transener, among other companies. 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-Indenpendent||12/31/2021|
|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, TGS, Enecor, among other companies. Mr. Mindlin holds an Industrial Engineering degree from the Technological Institute of Buenos Aires.|
|Horacio Jorge Tomás Turri||Alternate Director||Non-Indenpendent||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 gas and oil of Pampa.|
|Silvana Wasersztrom||Alternate Director||Independent||12/31/2021|
|Silvana Wasersztrom, born on March 18, 1968, is a partner of Moncayo & Wasersztrom Abogados since 2012. She also worked in Marval, O’Farrell & Mairal law firm as a lawyer during the years 1994 – 2002. She did an internship on a law firm placed in Tampa, Florida. Ms. Wasersztrom is a lawyer and holds two master degrees in Tax and Customs Law in Austral University and Belgrano University.|
|Gerardo Carlos Paz||Alternate Director||Non-Indenpendent||12/31/2020|
|Gerardo Carlos Paz, was born on October 24, 1968. Mr. Paz obtained a law degree from Córdoba National University and holds a Master’s degree in business law. He has worked at several places such as ENRE (Ente Nacional Regulador de la Electricidad) from 1994 to 2000, Camuzzi Gas Pampeana from 2001 to 2007 and Pampa Energía since 2007, where he is currently serving as director of legal affairs of business areas.|
|Mauricio Penta||Alternate Director||Non-Indenpendent||12/31/2020|
|Mauricio Penta, born on July 23, 1976. He is an alternate director of Pampa since April 2018 and currently works as director of administration and system 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.|
|Haroldo Adrián Montagu||Alternate Director||Independent||12/31/2021|
|Haroldo Adrián Montagu, born on September 19, 1979. He is alternate member of our Board of Directors since 2020. He holds a degree in Economics from the Universidad de Buenos Aires and has a Master in Development Studies from the Erasmus University. He held different nationwide public positions for almost a decade. Currently he is the Secretary of Economic Policy in the Ministry of Economy. Moreover, he was a researcher at the Plan Fénix, researcher at Fundación Bariloche on economic and energy planning and served as Chief of Unit at the Comisión Económica para América Latina (CEPAL) in its headquarters in Santiago, Chile. Besides, he served as professor at Universidad de Buenos Aires and Universidad Nacional de Moreno.|
|Diego Salaverri||Alternate Director||Non-Independent||12/31/2021|
|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, he is Chairman of ENOPSA and Ecuador TLC, Vice Chairman of Pampa Energía Bolivia S.A., alternate directors of CIESA, and director of Edenor and Pampa Energía Ecuador LTD.|
|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.|