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Principle

xi. The Board should generate incentives through compensation schemes to align the management —led by the General Manager— and the Board itself with the Company’s long-term interests so that all directors may comply with their obligations towards shareholders on an equitable basis.
15. The Company has a Compensation Committee consisting of at least three members, all of whom are independent or non-executive.
Within the framework of its Compensation Policy, in 2018 the Company’s Board of Directors created a Compensation Committee assisting it and/or the Shareholders’ Meeting regarding remunerations of the Board of Directors and the preparation and monitoring of policies and/or compensation plans and/or benefits for the Board of Directors’ members. Moreover, this policy establishes that the remuneration of the Board’s members will be in line with those received by directors of domestic peers.

The Compensation Committee reports to Pampa’s Board of Directors, and is made up of three regular members and an equal or smaller number of alternate members, who may not serve executive functions at Pampa. Currently, all its members are independent. In the way described, the Company applies the recommended practice.
16. The Board of Directors, through the Compensation Committee, establishes a compensation policy for the General Manager and the Board of Directors’ members.
Pampa applies the practice since it has a Compensation Policy in place, approved in 2018, whereby the Compensation Committee renders its prior opinion so that directors’ compensation is in line with those received by directors of domestic peers and pursuant to the limitations set forth by the applicable laws and the CNV rules. Within the framework of the approved policy, both the Board of Directors and the Shareholders’ Meeting should be informed on the opinion rendered by such committee.

Pampa’s policy on compensation and benefits seeks to ensure external competitiveness and maintain in-house equality. In this line, different surveys are used to adjust our benefit packages and wage structure to those offered in the market.

In this sense, as regards the Company’s main officers —including the Chief Executive Officer (CEO) and the Company’s key staff—, seeking that their performance should align with the Company’s strategic plans and that a clear and direct link should be established between the creation of value for shareholders and the covered employees’ compensation, in 2017 the Board of Directors approved the corresponding variable compensation plans.