xvii. The Board should design and establish appropriate structures and practices to promote a culture of ethics, integrity and regulation compliance which prevents, spots and address serious personal or corporate misconduct.
xviii. The Board will ensure the establishment of formal mechanisms to prevent or, failing that, deal with conflicts of interest which may arise in the Company’s administration and management. It should have formal procedures in place seeking to ensure that related-party transactions are conducted in pursuance of the best interests of the Company, as well as fair treatment to all its shareholders.
|22. The Board of Directors approves a Code of Ethics and Conduct reflecting ethical and integrity values and principles, as well as the Company’s culture. The Code of Ethics and Conduct is informed to and binding on all the Company’s directors, managers and employees.|
|Pampa has a Code of Business Conduct in place, which lays down the ethical principles that constitute the foundation of the relationships between Pampa, its employees, and other stakeholders (customers, suppliers, government, shareholders, community, etc.) by providing guidelines and supplying instruments guaranteeing the transparency of affairs and proper Company management.
The Code of Business Conduct is publicly available at the Company’s website and should be expressly accepted by all the Company employees, as well as by the members of the Board and Supervisory Committee.
Therefore, the Company applies this recommended practice.
|23. The Board establishes and periodically reviews an Ethics and Integrity Program based on the risks, dimension and financial capacity. The plan is visibly and unequivocally supported by the management with the appointment of an in-house officer responsible for the development, coordination, supervision and periodical assessment of the program’s effectiveness. The program provides for: (i) periodic training for directors, managers and employees on ethics, integrity and compliance issues; (ii) internal channels for reporting anomalies, which are open to third parties and properly communicated; (iii) a policy against retaliation protecting individuals who report a complaint; and an internal investigation system which respects the rights of the individuals under investigation and imposes effective sanctions for violations to the Code of Ethics and Conduct; (iv) policies on integrity in bidding processes; (v) mechanisms for the Program’s periodic risk analysis, monitoring and assessment; and (vi) procedures ensuring the integrity and background of third parties and business associates (including the due diligence for the verification of anomalies, illegal acts or the existence of vulnerabilities in corporate transformation and acquisition processes), including suppliers, distributors, service providers, agents and brokers.|
|Pampa applies the practice as it has an Integrity Program bringing together and unifying a set of internal proceedings, mechanisms and actions for integrity, supervision and control aimed at preventing, detecting and correcting anomalies and illegal acts. The Program’s design comprises both the mandatory and optional requirements set out in sections 22 and 23 of Law No. 27,401 and other applicable regulations. As regards the mandatory requirements, it is worth highlighting that they had already been implemented at Pampa before the law’s effective date. The Board has defined that Pampa’s Internal Audit Department will be the body internally responsible for the program, including its development, coordination and supervision. Pampa also offers the Ethics Hotline, an exclusive channel to report, on a strictly confidential basis, any suspected misconduct or breach to the Code of Business Conduct. This tool is available through different channels (toll-free telephone number, e-mail or website) and is managed by a third-party provider to ensure higher transparency and information integrity. Additionally, the Company has policies and procedures in place prescribing the way in which received complaints should be analyzed and dealt with. The responsibility over this channel rests with the Audit Committee, which delegates its administration to the Internal Audit Department. At least quarterly, the Internal Audit Department reports the received cases and the adopted decisions to the Audit Committee. The Committee supervises the channel’s operations and the resolution of complaints in issues within its authority.|
|24. The Board ensures the existence of formal mechanisms to prevent and address conflict of interest. In related-party transactions, the Board approves a policy that establishes the role of each corporate body and defines how to identify, manage and disclose transactions which are detrimental to the company or only to certain investors.|
|The Code of Business Conduct’s guidelines provide that individuals within the scope of this one should avoid any situation resulting in a conflict between their own personal interests and the Company’s, thus preventing their personal or family interests from exerting any influence on their decisions and/or professional performance.
Pampa has a policy on Related-Party Transactions Approval in place whereby all transactions (i) deemed high-value transactions, that is, with a value equal to or higher than 1% of Pampa’s Shareholders Equity; (ii) made with individuals and/or legal entities which, pursuant to Sect. 72 of the CMA, are considered related parties, should be subject to a specific prior authorization and control procedure carried out under the coordination of Pampa’s Legal Affairs Executive Department, with the participation of both the Board and its Audit Committee (as applicable). This Policy strictly follows the guidelines set out in the laws and regulations in force in this matter (Sect. 72 of the CMA).
Additionally, Pampa presents itemized information on any contract entered into with related parties in its annual and interim FS; moreover, in compliance with the regulations in force, all high-value transactions executed by Pampa with related parties are submitted to the consideration of the Audit Committee and promptly reported under the caption ‘relevant event’ to both the CNV and the markets where the Company quotes its shares.
Finally, the Audit Committee is responsible, among other duties, for providing the market with full information on transactions where there may be a conflict of interest with members of corporate bodies or controlling shareholders, and issuing well-founded opinion on related-party transactions in the cases provided by law; it is also responsible for disclosing them in compliance with law whenever there is or may be an alleged conflict of interest within Pampa. Moreover, every time the Board has to address an issue where a director may have a personal interest, that director is prevented from voting. In the way described, the Company applies this practice.