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Principles

ix. The Board of Directors should have adequate independence and diversity levels allowing it to make decisions in the Company’s best interests, avoiding group thinking and the decision-making by dominant individuals or groups within the Board.

x. The Board of Directors should guarantee that the Company has formal procedures in place for the proposal and nomination of candidates to hold positions within the Board under a succession plan.

11. The Board of Directors has at least two members with an independent status according to the current criteria established by the CNV.
The Company applies the recommended practice since, as of the issuance hereof, the Board of Directors has 4 independent directors and 1 independent alternate director. Moreover, and as mentioned in Practice 3 in this Corporate Governance Report, the Audit Committee consists exclusively of independent members, exceeding the local regulations’ requirements, which only provide for a majority of members.
12. The Company has a Nomination Committee consisting of at least three members and presided over by an independent director. If chairing the Nomination Committee, the Board’s Chair will refrain from participating in the discussions for the appointment of his or her own successor.
In 2018, Pampa’s Board of Directors approved its Nomination Policy, under which a Nomination Committee was created to assist Pampa’s Board and Shareholders’ Meeting in nomination and appointment process of the Board of Directors’ members.

The Nomination Committee reports to Pampa’s Board and is made up of three regular members and an equal or smaller number of alternate members. The Chair is independent pursuant to the independence criteria stipulated by the CNV rules. Therefore, the Company applies the recommended practice.

13. The Board of Directors, through the Nomination Committee, develops a succession plan for its members guiding the candidates pre-screening process for the filling of vacancies, and takes into consideration the non-binding recommendations made by its members, the General Manager and shareholders.
The Board approved the Nomination Policy mentioned in the previous practice, which sets the general guidelines regarding independence, incompatibilities and diversity within the Board’s members. Under this policy a Committee was created, which is responsible for describing the process for the identification and evaluation of nominees, as well as assisting the Board and shareholders so that the latter may have all the necessary elements to select nominees in the Shareholders’ Meeting, all of this in compliance with the applicable legal provisions and, especially, Section 12 of Pampa’s Bylaws, which sets out the method for the selection of directors, who are elected upon candidate lists, thus guaranteeing enhanced transparency in the selection process.

As of this date, the Company’s Board is composed of members having quite diverse professions: major in economics and business administrators, financial advisors, engineers, lawyers, among others. Moreover, there are 4 female directors in the Board. Finally, all directors receive the same compensation for the duties they perform in the Board. In this sense, diversity and a culture of inclusion are guaranteed, which strengthen analysis, discussion and decision-making processes, as well as pay equality for its members. In the way described, the Company applies the recommended practice.

14. The Board of Directors implements an onboarding program for its newly elected members.
The Company applies the recommended practice since the Board of Directors, through its corporate secretary office, provides the Board’s new members with the Code of Business Conduct, the main policies they should know, as well as the documentation and information necessary to perform their duties. Moreover, they are included in the Board’s distribution list together with the other members of the Board so that they have access to the necessary documentation before their first participation in a Board meeting. Finally, upon the members’ request, meetings are coordinated with the leaders of the different departments so that they may dispel all their doubts and get acquainted with the Company’s business. On the other hand, Pampa’s managers are available to provide answers on and supplement all the information the directors may require, all of this within the framework of permanent interaction set out in Practice 8 in this Corporate Governance Report.