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.|
|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|
|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.|
|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.|