Code of Business Conduct

Code of Business Conduct

Code of Business Conduct

LETTER FROM THE CHAIRMAN

Dear all,

 

At Pampa Energía, we regard integrity, excellence and teamwork as some of the values which set us apart and constitute the foundation on which we develop our daily activities.

Our Code of Business Conduct expresses the way we should behave, and it is everyone’s responsibility to be familiar with it and put it into practice at all times.

I am certain that I can count on everyone’s commitment so that our ethical principles and behaviors form the basis to guarantee service excellence for our Customers and to build our relationships with Suppliers, Employees, Shareholders, the Authorities, intermediate Organizations and our Community.

 

Sincerely,

Marcelo Mindlin
Chairman and CEO

 

1 – IMPLEMENTATION FRAMEWORK

1.1 PURPOSE

This Code of Business Conduct (‘the Code’) has been defined and adopted by the organization’s leaders and describes the principles and practices embraced by the Pampa Energía Group (hereinafter, ‘Pampa’). The Code shall be a guide in our daily actions and reaffirms Pampa’s ethical behavior guidelines.

It is therefore key for everyone to understand the importance of acting honestly as an essential component of professionalism, pursuant to the policies expressing Pampa’s ethical principles and assuming responsibilities from each job function.

 

1.2 SCOPE

This Code applies to all employees, irrespective of their hierarchy, within Pampa, its subsidiaries and their subsidiaries; Board and Supervisory Committee members; and fellows and interns (all of them, hereinafter referred to as ‘the Staff’).

Only subsidiaries having their own Code of Conduct duly approved by the Board of Directors are exempt from the application of the Code.

2 – HOW TO USE THIS CODE

The Code is a resource which helps us to act ethically and responsibly in our daily activities.

The Code is not intended to cover all issues in detail, but shall at all times be used as a reference guide in our relationships with the community, customers, suppliers, colleagues and shareholders.

Employees shall exercise at all times common sense and good judgment when addressing business conduct issues, seeking guidance if they are uncertain on how to proceed in any specific circumstance.

To properly apply this Code:

  • Become familiar with it.
  • Participate, when applicable, in the training sessions related to the Code.
  • Acknowledge responsibility for performing and conducting daily activities with integrity and following an ethical behavior.
  • Commit yourself to complying with the Code by signing the Statement of Acceptance.
  • Act responsibly by reporting in good faith any concern or suspected violation of the Code.
  • Seek counseling or guidance in situations that may constitute or result in possible breaches of this Code. Guidance shall be sought from the immediate superior, the Human Resources Director or the Internal Audit Manager.

2.1 Core Principles

Ethical conduct and the application of the values of integrity, excellence, entrepreneurship, responsibility and teamwork lay the groundwork for Pampa’s performance.

Any situation which may lead to a conflict of interest, an act of discrimination or harassment, or any actual and/or suspected knowledge of facts contrary to these Code’s principles shall be immediately communicated to a superior or through any of the available Reporting Channels:

  • By phone, through the confidential and toll-free Ethics Hotline.
  • By means of a confidential and anonymous message sent through a website.
  • By email.

In order to guarantee the confidentiality of the reported information, these channels are operated by a third-party provider.

3 – PRINCIPLES AND GUIDELINES OF BEHAVIOR

Any conduct that may undermine Pampa’s image and reputation among customers, suppliers and the community as a whole, even if not breaching the legal provisions in force, shall be avoided.

Proper behavior entails a professional, honest and fair treatment with employees, customers, suppliers, Board and Supervisory Committee members and the public at large, inspired by respect for individuals and the society where we operate.

When protecting Pampa’s interests, actions shall be conducted with trust and within the acting parameters of our company, observing at all times the highest ethical principles and full respect for laws and regulations in force.

 

3.1 Principles and Guidelines Applicable to Third Parties

3.1.1 Relationship withCustomers

Customers shall receive a courteous and efficient service, as well as clear and accurate information. Customers shall receive an answer, even if negative, to their requests, always with respect, within the expected timescale, and in agreement with Pampa’s profitability and development goals.

 

3.1.2 Relationship with Suppliers and Contractors

Suppliers shall receive a fair and respectful treatment. Consequently, they may under no circumstances be insulted, defamed or treated with disrespect.

The selection and hiring of suppliers shall always be based on technical, professional, ethical and economic criteria, taking into consideration Pampa’s needs, and shall always be conducted through the applicable predefined processes.

Professional secrecy shall be kept in all matters related to the hiring of third parties or suppliers; in this sense, offers submitted by bidders shall not be revealed in order to guarantee equal hiring opportunities. All actions shall be conducted with integrity and impartiality, keeping the independence of opinion on the pricing and purchase of products and services.

Pampa shall not directly or indirectly hire companies or individuals having a background of fraudulent conduct, money laundering or terrorist financing activities, practices contrary to the FCPA (United States Foreign Corrupt Practices Act), or companies registered with the REPSAL (Public Register of Employers with Labor Sanctions).

 

3.1.3 Relationship with Shareholders and Investors

Shareholders and investors shall be provided with truthful, transparent and timely information allowing them to know about Pampa’s activities and performance, and to produce a favorable impact on the value of the Company.

Equal treatment shall be guaranteed, seeing to it that no privileges are granted regarding access to any kind of information. Furthermore, all Pampa’s employees are under a duty to protect information which has not been publicly disclosed and which may affect investment decisions.

 

3.1.4 Relationships with the Public Sector

Pampa is committed to abiding by all applicable anti-corruption laws (including the US Foreign Corrupt Practices Act – Law against Corrupt Practices Outside the United States). Therefore, it prohibits the offering or giving, either directly or indirectly, of any item of value to a Government officer, including an employee of any state-owned company, in order to influence any act or decision in a way favorable to Pampa.

In addition, Pampa’s employees shall ensure that any agents engaged to perform business activities on behalf of the Company are trustworthy and also comply with these rules.

 

3.1.5 Relationship with the Community and the Environment

Pampa promotes its integration with the community with dedication and a spirit of service, acting with commitment and responsibility.

Pampa is committed to protecting the environment, as well as the health and security of its employees, customers, contractors, and the public. As part of this commitment, all safety, health and environmental laws and requirements shall be fulfilled in all locations where Pampa operates. Failure to abide by such laws, regulations and policies may have a negative impact on the community and the environment, and also bring about severe legal consequences.

Community involvement projects shall be supported and channeled through the Pampa Energía Foundation, which knows the requirements and regulations necessary for their proper execution.

 

3.2 Employee-Related Principles and Guidelines

3.2.1 Relationships in the Work Environment

Pampa fosters a diverse, pleasant, cooperative and productive work environment. In this sense, employee’s behaviors shall be permanently guided by respect and care of the human being and its privacy, individuality and dignity.

In their relationship with co-workers, employees shall act with education, transparency, honesty and responsibility when sharing and receiving ideas. Furthermore, they shall promote a work environment supporting honesty, integrity, respect and trust.

All employees shall provide sufficient and accurate information on the Company’s activities and shall report situations, facts, misconducts, acts of fraud or deceit, or any other situation not reflecting the truth.

 

3.2.2 Equal Opportunities and Non-Discrimination

Pampa is committed to creating a work environment which is free from discrimination on the basis of race, color, gender or sexual identity, political, religious, trade union or other distinctions. No employee shall discriminate or harass another on the basis of any bias whatsoever, and no comments or actions tending to create a hostile work environment shall be tolerated.

All employees and external applicants who are duly qualified based on the requirements set by the Company for the different positions shall have equal work opportunities.

All incidents involving discrimination shall be immediately reported to the Human Resources Director and/or through the Ethics Hotline.

 

3.2.3 Harassment and Violence-Free Workplace

Any form of harassment is strictly prohibited. Harassment is not limited to sexual harassment, but also includes the construction of negative stereotypes, threats, intimidation, hostile actions, the use of epithets, or any other conduct degrading or showing hostility or hatred towards one person on the grounds of race, sex, color, origin, nationality, religion, sexual orientation, age, disability or other distinctions.

Furthermore, it is strictly prohibited to influence, offer influence, or threaten to undermine another person’s career, salary or employment with the purpose of obtaining any kind of personal retribution or benefit.

All incidents involving harassment and/or threats shall be immediately reported to the Human Resources Director and/or through the Ethics Hotline.

 

3.2.4 Weapons, Drugs and Alcoholic Beverages

No weapons of any kind are allowed in the workplace, and no violence shall be tolerated in the place of work or in any other labor-related area.

With the commitment to safeguard the Staff’s health, safety and productivity, Pampa deems it unacceptable, and therefore forbids, the use of psychotropic drugs, alcohol and illegal drugs during the development of work activities and/or within the Company’s facilities. Access to the Company’s facilities under the influence of such substances, as well as their possession, distribution and/or commercialization, are strictly prohibited.

 

3.2.5 Travel and Expenses Charged to the Company

Travel and representation expenses shall be consistent with business objectives. Employees shall not derive profits or sustain losses as a result of business trip and shall always have an austere conduct, rendering accounts of incurred expenses as established in the applicable Policy.

 

3.2.6 Gifts and Courtesies

When giving or accepting gifts, meals or entertainment to build relationships of trust with business partners, customers or other stakeholders, it is important to exercise caution.

Giving or accepting gifts, invitations and entertainment is allowed provided they are legal, made occasionally, and cannot be interpreted as an influence which may actually affect or create the impression of affecting the employee and/or the Company’s decisions.

Offered or received gifts (including to or by relatives) may not exceed a value of US$50 or its equivalent value in the Argentine currency. The giving or acceptance of cash or cash equivalents is not allowed under any circumstances.

Gifts, courtesies, invitations or the coverage of expenses above the stated value shall be returned.

 

3.2.7 Bribes, Kickbacks and Facilitation Payments

It is absolutely forbidden to give or receive any payment or gift constituting a bribe or kickback. The payment of bribes, incitement to receiving a bribe or any other such proposal or suggestion shall be immediately reported through the Ethics Hotline.

 

3.2.8 Conflicts of Interest

Any situation giving rise to a conflict between the employee’s personal benefit and the Company’s shall be avoided, preventing personal and family interests from exerting an influence on the employee’s decisions and professional performance. People or companies having a business relationship with Pampa shall be selected in the best interest of Pampa and/or its Subsidiaries. Any person facing the risk of being involved in an actual or perceived conflict of interest shall timely analyze such situation and communicate it to the Human Resources Director and/or the Ethics Hotline.

In this respect, when signing the Statement of Acceptance of the Code, the employee shall inform whether there is any previous or current situation which may be deemed a conflict of interest.

As regards relatives and friends, no influence may be exerted so that Pampa may do business with a company where an employee (or any of his or her relatives or friends) has an interest, and no commercial relationships may be conducted involving any of these parties.

To such effects, Exhibit II to the Code, which provides information on the employee’s immediate family, shall be executed.

 

3.2.9 Work Commitment

Pampa’s employees shall fully commit to the duties they perform within the Company. In case they have other work activities, they shall not be performed during working hours, be incompatible with their tasks, or be conducted by making use of Pampa’s resources. In case of doubt, the Human Resources Department shall be consulted.

Additionally, employees shall be available for the fulfillment of the functional and geographical mobility required by Pampa, notwithstanding the employer’s obligation to provide the necessary means for the performance of their functions.

If an employee carries out tasks or takes on remunerative positions on Pampa’s behalf, collected sums shall receive a special treatment when considering his or her annual income within the scope of Pampa’s remuneration policy.

 

3.2.10 Transactions with Pampa’s Securities

Pampa’s Staff shall comply with the Policy and Procedures on Best Practices in Securities Trading approved by Pampa’s Board of Directors, which sets forth the restrictions and formalities applicable to transactions with marketable securities listed for trading in any stock exchange issued by any company within the Pampa Group.

 

3.3 Principles and Guidelines Applicable to Asset Security

3.3.1 Accounting Records and Reports

Only authorized employees shall make accounting entries, which will be timely and properly recorded to allow for the creation of reliable financial records and to clearly reflect accountability.

Employees shall be prohibited from altering accounting records, make book entries concealing or disguising the true nature of transactions, or keep unrecorded funds.

All employees shall comply with the applicable legal, accounting, professional and regulatory provisions in force.

 

3.3.2 Internal, Confidential and/or Proprietary Information

Company information shall not be used for purposes different from the performance of work duties, or disclosed without the prior authorization of the Disclosure Committee.

All information generated, transmitted or stored at Pampa shall be deemed private and confidential, and may not be disclosed in the absence of an express authorization. Employees shall not use the collected information for their own or any third party’s benefit. All employees are bound to preserve confidential information in a safe place, limiting access to such information exclusively to the persons needing it to perform their tasks.

The commercialization and/or dissemination of any kind of information belonging to Pampa is forbidden; in this sense, Pampa reserves all intellectual property and other rights over any information, invention and/or creation developed by its employees in association with their work activities.

Pampa acknowledges and protects the privacy and confidentiality of its employee’s records, including their medical histories. Such records shall not be reviewed by any third party unless the employee consents to such review in writing or if so required by a judicial order or subpoena issued by a Court of competent jurisdiction, or upon a demand from a judicial, administrative or legislative body in the exercise of its legal powers and competence.

 

3.3.3 Control and Use of Assets

Employees shall protect the Company’s assets as if they were their own. This applies both to physical and material goods and to information and intellectual property, which may only be used in the Company’s ordinary course of business and for authorized purposes. Goods, money, supplies and other Pampa’s resources shall not be taken for the employee’s private use or personal benefit.

 

3.3.4 IT and Communication Resources

Access to resources is a benefit and not a right; therefore, the use of Pampa’s IT and communication services and equipment shall be destined to the development and performance of work duties and only under the control and to the discretion of the Company.

All resources provided by Pampa (including, but not limited to, telephones, computers, electronic networks, email, cellular phones and mobile devices) are the property of Pampa, are intended for work use, and shall be used in good faith and in accordance with law. Use of resources provided by the Company may not be deemed private or confidential, and any activity which may damage or impair them is prohibited.

All communications and information transmitted by, received from, and created or stored in Pampa’s IT system (including disks, compact disks or other storage means) are deemed to be Pampa’s documents and are the property of Pampa.

  • Prudence and good judgment are exercised.
  • Such use does not affect performance or interfere with legal obligations.
  • It does not involve illegal, offensive, racist, sexist or other inappropriate issues.
  • Personal correspondence does not create the appearance of being an official communication of Pampa Energía.

Use of the Internet, telephones and other communication systems is primarily intended for Pampa-related activities; however, they may be used, within reasonable limits, for personal purposes, provided:

Pampa reserves the right to audit, examine and/or monitor the use of computing and communication resources, and it shall be entitled to access all e-mail messages, voicemail, data and any information stored in equipment or tools supplied by the Company for the development of tasks if so required in legal proceedings.

Under no circumstances shall non-authorized software be used on Pampa’s equipment, and Pampa’s software shall not be used for non-Company purposes.

4 – BREACHES OF THE CODE

The violation of the Code’s provisions may give rise to the application of disciplinary sanctions and/or corrective measures, up to and including the termination of employment. Breaches of this Code may also constitute a violation of the applicable laws and result in the imposition of administrative, civil and/or criminal penalties on the Staff and/or Pampa.

Ignorance of this Code of Business Conduct may not be alleged, and no infringements thereof may be authorized, consented to or tolerated. Employees reporting in good faith a situation they deem contrary to the principles of this Code or any applicable law shall not be punished or suffer any kind of retaliation as a result thereof.

5 – STATEMENT OF ACCEPTANCE

The Human Resources Department shall be responsible for notifying this Code of Business Conduct to all Pampa’s employees and for requiring the confirmation of its reception and acceptance, as well as the execution of all its Exhibits.

Pampa reserves the right to amend the content of the Code and/or its Exhibits, and to request any employee, officer or contractor to sign and submit the form when joining the Company or at any other time in case of amendment.