In accordance with Pampa´s Nomination Policy, the Nomination Committee will assist the Board of Directors and the Shareholder´s Meeting in the nomination and appointment of the members of the Board, according to the requirements and procedures set forth in the applicable rules and regulations in force in Argentina, Pampa´s Bylaws and the Rules of the Committee.
The Nomination Committee reports to Pampa’s Board of Directors and will consist of three regular members and equal or lower number of alternate members. The President of the Committee shall be independent as established for such purposes by the Argentine Securities Commission.
At present, Pampa’s Nomination Committee is composed as follows:
|Miguel Ricardo Bein||Chairman||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.|
|Gustavo Mariani||Regular member||Non-independent||12/31/2019|
|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.|
|Ricardo Alejandro Torres||Regular member||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.|
|Isaac Héctor Mochón||Alternate member||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.|
|Victoria Hitce||Alternate member||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.|
|María Carolina Sigwald||Alternate member||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.|
|This Nomination Policy (the “Policy”) describes the principles governing nomination and appointment of members of the Board of Directors of Pampa Energía S.A. (“Pampa”) and it is designed in accordance with the rules and regulations in force in Argentina, the Bylaws and the Rules of the Nomination and Compensation Committee (the “Committee”) that are applicable to the matter. It shall be approved and amended by the Board of Directors, upon consultation with the Committee. In addition, the Policy will be disclosed at Pampa’s Investor Relations website.|
|2. Powers of the Committee|
|The Committee will assist the Board of Directors in the nomination process by making recommendations for election of Board members as set forth in the Committee’s regulations.|
|3. Composition of Board of Directors|
|The business affairs of Pampa will be managed by a Board of Directors consisting of such number of regular and alternate members to be determined by the Shareholders’ Meeting, in accordance with the provisions of the Bylaws.|
|4. Independence and Incompatibilities|
|4.1. The Board of Directors is required to have among its members such number of independent directors as deemed necessary in compliance with applicable local and international legal rules and regulations. The independent status is determined on the basis of the guidelines set by the Argentine Securities Commission.
4.2. A director who, following his or her appointment as an independent director, becomes unfit for any reason that changes his or her status as such, must report it immediately to the Board. The Board of Directors will review its composition in order to maintain the number of independent directors required by applicable laws.
4.3. In relation to the incompatibilities preventing someone from being appointed to the Board, they are listed in the Argentine Business Organizations Law No. 19,550 (the “ABOL”).
|As established in Pampa’s Bylaws, independent directors may not be re-elected for a further term immediately following his or her expired term of office. The other members of the board of directors may be re-elected indefinitely without limitation.|
|6. Diversity and No Discrimination|
|6.1. In all areas across the company, Pampa promotes best practices regarding diversity and no discrimination, creating an environment free from any kind of discrimination based on race, color, gender or sexual orientation, union affiliation, religion or other differences.
6.2. Harassment or discrimination against any member of the Board of Directors or candidate under any circumstances based on any kind of prejudices will not be permitted, and comments or actions that are likely to give rise to a hostile environment among the members of the Board will not be tolerated. Equal opportunities will be offered to the candidates who, at the discretion of the Shareholders, the Board and the Committee, are duly qualified for the seat.
6.3. In order to comply with the foregoing, the Board of Directors may not be fully composed by persons with the same gender.
|7. Appointment of Members|
|Pursuant to the ABOL, the appointment of members to the Board shall be approved by the Shareholders’ Meeting, and such matter should be discussed on a case-by-case basis as part of the Agenda. Any candidate to fill a vacancy in the Board of Directors is required to comply with the procedure laid down in Section 8 hereof.|
|8. Nomination Process|
|8.1. Presentation of Candidates: Upon calling a Shareholders’ Meeting, the Board will propose the candidates to fill any vacancies in Pampa’s Board of Directors, in accordance with Section 12 of the Bylaws regarding staggered renewal and election based upon lists.
8.2. Committee: For these purposes, the Board of Directors will be assisted by the Committee. Any candidate to the seat of director must -as a prerequisite- be screened by the Committee, which will take into account factors such as independence, diversity, age, skills, experience, knowledge of the Company’s business and industry, among other eligibility requirements.
8.3. Reporting to the Committee: For such purposes, the Board will provide the Committee with:
8.4. The Committee’s opinion will not be binding on the Board of Directors or the Shareholders’ Meeting, but its recommendations will be communicated to the Shareholders’ Meeting at the time of voting for the election of the Board members.
|9. Recommendation of Candidates by the Shareholders|
|9.1. To nominate a candidate, pursuant to Section 12 of Pampa’s Bylaws, the shareholders who wish to do so are required to represent -individually or as a whole- at least 3% (three percent) of the capital stock. For such purposes, they must provide the Chair of the Board, or anyone who may replace him or her, with information on the proposed candidate or a list of regular and alternate candidates at least 5 (five) business days prior to the Shareholders’ Meeting at which the election will take place. The following information will be also provided along with the details on the candidates: (i) adequate documentation as evidence of the shareholding required to make the proposal and (ii) the information set forth in Section 8.3 (iii) for each candidate. The proposed list will be communicated by the Company to the market through the means established for such purposes at least 2 (two) business days prior to the Shareholders’ Meeting. In addition, it must be submitted to consideration by the Committee prior to the Meeting.
9.2. The proposal of candidates by shareholders pursuant to Section 12 of the Bylaws may be considered by the Board and added to the list of candidates proposed by it. Otherwise, they will be proposed in a different manner, for which purposes a separate list of candidates proposed by the shareholders will be prepared.
9.3. Cumulative Voting: If in any election of Directors there are shareholders who choose to exercise cumulative voting rights, the provisions of the ABOL and/or any rules governing such right will be applied. Those voting cumulatively are required to disclose, upon giving notice of exercise of the cumulative voting right, at least 3 (three) business days prior to the Meeting, the name(s) of the candidate(s) for election as Regular Director(s) and their respective Alternate member(s), along with the information set forth in Section 8.3 (iii). Proposed candidates will be previously considered by the Committee.
|10.1. This document will be effective as from the date of approval by the Board of Directors.
10.2. If any amendments are made to the applicable Legislation, the CNV Rules or Pampa’s Bylaws, such changes will have effect on the relevant parties in the event of any inconsistency within this document.
|These Regulations govern the functioning of the Nomination Committee (the “Committee”), reporting to the Board of Directors of Pampa Energía S.A. (“Pampa”). It will be disclosed at Pampa’s Investor Relations website.|
|The Committee will consist of 3 (three) regular members and equal or lower number of alternate members from the Board of Directors. At least 1 (one) regular member will be independent in accordance with the guidelines laid down for such purposes by the Argentine Securities Commission. The Committee’s composition will be disclosed at Pampa’s Investor Relations website.|
|3.1. The members of the Committee will be appointed by the Board of Directors for a term of 3 (three) years, and they may be indefinitely re-elected, provided that the member of the Committee continues to be a Director and there are no restrictions imposed by the bylaws.
3.2. The Committee will designate a Chair from among its members, who shall be an independent director. The Chair will have the following functions, notwithstanding any other functions not listed herein and which are inherent to the position:
3.3. In the event of absence, the Chair will be replaced by a regular or alternate member of the Committee, who shall be independent as established for such purposes by the Argentine Securities Commission.
|4.1. The Committee will meet on an annual basis or more frequently if so required under the circumstances and requested by any of its members.
4.2. The meetings will be formally held to be valid upon attendance by a majority of the Committee members -present or communicated among each other by means of simultaneous transmission of sound, images and/or words.
4.3. The Secretary of the Board will serve as Secretary of the Committee and will assist by calling, preparing and holding meetings.
|5. Notice of Meetings|
|5.1. The notice and holding of the meetings shall comply with the same formal requirements applicable to the meetings of the Board of Directors as established in the Regulations of the Board of Directors, the Bylaws and the Law.
5.2. Notice of the meetings will be given by email, which shall be sent by the Secretary of the Board, along with the Agenda and any information and documents related thereto.
|6. Attendance at the Meetings|
|6.1. The meetings of the Committee will be attended by their regular members. In the event of absence of one or more regular member(s), they will be replaced by the alternate members who have the same status as the absent regular members.
6.2. The Committee may request that the directors, officers and/or employees of Pampa, or any other person whose advice may be requested, to attend the meetings and provide the relevant information as requested.
6.3. The Committee may exclude from its meetings any person deemed by it to be inappropriate.
|The Committee is required to prepare minutes of its meetings and retain them. For such purposes, it will be assisted by the Secretary of the Board of Directors.
The minutes will be approved and signed by the members of the Committee who attended the meeting.
|8. Reports to the Board of Directors|
|The Committee will report to the Board of Directors its conclusions, recommendations and any other matter as it may deem fit at least once a year. The reports to the Board shall be orally disclosed by the Chair of the Committee or any member designated by the Committee for such purposes.|
|The Committee will assist the Board of Directors and/or the Shareholders’ Meeting in:
a) preparation and follow-up on nomination policies;
b) composition of the Board of Directors;
c) director nomination process. Any candidate to the seat of board director should be previously screened by the Committee in accordance with the procedure to be established for such purposes. In such regard, it will review any future candidates to the Board taking into account the criteria, objectives and procedures for appointment of the Board members, including factors such as independence, diversity, age, skills, experience, knowledge of the Company’s business and the industry;
d) carrying out the induction process for new members of the Board; and
e) reviewing the self-assessment completed by the members of the Board in order to identify opportunities for improvement in the structure and operation.
|The Committee shall have the requisite powers and authority to discharge its functions and obligations, as set forth in the internal rules of Pampa or as recommended or required by applicable regulations. All employees shall cooperate directly with and upon any request of the Committee.|
|The members of the Committee will receive such fees as may be established by the General Annual Shareholders’ Meeting for their services as Directors and members of this Committee.|