en es

Principles

vi. The Board’s Chair oversees ensuring actual compliance with the Board’s duties and leading its members. It should generate positive working dynamic and promote constructive engagement by its members, as well as ensure that the members have the elements and information necessary for decision-making. This also applies to the Chairs of each of the Committees regarding their functions.

vii. The Board’s Chair will lead processes and establish structures seeking the Board’s members commitment, objectivity and competence, as well as the best possible performance of the body as a whole and its evolution according to the Company’s needs.

viii. The Board’s Chair will ensure that the entire Board of Directors is engaged and responsible for the General Manager’s succession.

6. The Board of Directors’ Chair is responsible for the proper organization of Board meetings, prepares the agenda ensuring collaboration by the other members, and guarantees that they receive the necessary materials with enough time to participate in meetings in an efficient and well-informed manner. Each Committee’s Chair has the same responsibilities for their meetings.
The Company applies the recommended practice as it has a Board of Directors’ corporate secretary which, pursuant the Board of Directors’ Rules and Regulations published in our website, schedules and coordinates meetings of the Board and of its different Committees within its scope. These meetings are convened pursuant to the provisions of each of the applicable regulations, attaching the necessary documentation so that directors may analyze in advance the topics to be addressed, and always under the applicable supervision of the Board’s Chair and the respective Committees⁽³⁾.
7. The Board of Directors’ Chair ensures the proper internal functioning of the Board through the implementation of formal annual assessment processes.
As from 2008, Pampa’s Board of Directors has implemented a self-assessment questionnaire to annually examine and assess its own performance and management. As from that date, every director completes this self-assessment on an annual basis which is submitted to the Legal Affairs Executive Department, responsible for analyzing results and, if necessary, suggesting actions aiming to improve the functioning of this body. This allows for the evaluation of the Board proper internal functioning, thus applying the recommended practice.
8. The Chair generates a positive and constructive work environment for all the Board of Directors’ members and ensures they receive ongoing training to stay permanently updated and enabled to properly exercise their duties.
The Company applies this practice as described. The Chair leads the Board of Directors’ meetings, ensuring its orderly progress and facilitating its proper development, and coordinates the correct functioning of the body through the Board’s corporate secretary. In the Chair’s absence, meetings are presided by the vice-chair, or by any other Board of Directors’ member in case both are absent. To guarantee that the Board’s members have access to the information as well as enough time to analyze it, meetings are convened within the terms established in the regulations of such body. Moreover, directors serving executive functions in the Company are in permanent contact with its different areas and their daily management, which allows them to get a comprehensive vision of the business and stay updated on issues affecting it. As regards independent directors who are members of the Audit Committee, this update is received within the scope of this body.
9. The Corporate Secretary’s Office supports the Board’s Chair in its administration and assists in communications among shareholders, the Board and the management.
Pampa applies the recommended practice as it has a Board of Directors’ corporate secretary within the scope of the Legal Affairs Executive Department, which main duties are as follows: (i) coordinating the preparation of the schedules for the Board’s meetings jointly with the Board’s Chair and other members, as well as with the management, so the latter may address the necessary issues for proper corporate development; (ii) coordinating the advance preparation and submittal of the necessary information for the Board’s meetings; (iii) coordinating the drawing up, circulation and approval of the minutes of meetings; (iv) ensuring communication among the Board’s members, the management and their counselors; (v) filing the documentation of the Board’s meetings; (vi) conducting the above-mentioned functions for the rest of the Company Committees created within the scope of the Board; (vii) coordinating Shareholders’ Meetings, the shareholders’ registry and the participation of directors in the meeting; and (viii) performing all administrative procedures associated with the Board of Directors, the Committees and the Shareholders’ Meeting. Thus, the Board’s Chair may supervise these functions without losing focus on its primary role.
10. The Board’s Chair ensures participation by all its members in the development and approval of a succession plan for the Company’s General Manager.
Even though there is no specific plan regulating its succession line, the Company applies this practice and the corresponding principles since the Board of Directors has considered the Company’s organizational structure and appointed both its Chief Executive Officer (CEO) and Chief Financial Officer (CFO). To such effect, it takes into consideration the candidates’ personal and professional qualifications. Moreover, the role of the Board’s Chair is different from that of the Chief Executive Officer (CEO). In this sense, the Board’s Chair, jointly with the Human Resources Department, defines, based on the Company’s mission, vision and values, the characteristics required by the successor to the Chief Executive Officer (CEO), without currently considering it necessary to establish a succession plan.