xix. The Company should give equal treatment to all its shareholders. It should guarantee equal access to non-confidential information that is relevant for decision-making at the Company’s Shareholders’ Meetings.
xx. The Company should promote the active involvement by all shareholders based on appropriate information, especially regarding the composition of the Board.
xxi. The Company should have a transparent Dividend Distribution Policy aligned with the strategy.
xxii. The Company should take into consideration the interests of its stakeholders.
|25. The Company’s website discloses financial and non-financial information, providing timely and equal access to all investors. The website has a specialized area to address investors’ inquiries.|
|Pampa applies the recommended practice as it has a website with a special ‘Investors’ section, including all types of relevant information (FS, filings before regulatory authorities —including the SEC and the NYSE—, relevant events, corporate governance policies, etc.) for its shareholders and the general investment community, which is permanently updated by the Investor Relations office.
In turn, this special section in the website operates as a channel for inqueries, which are received and managed by the specialized area in charge of shareholder and investor relations.
Additionally, the Company has presence in social media (Facebook, Instagram, Twitter and LinkedIn) through which it not only publishes relevant information but also interacts with its followers.
|26. The Board should ensure a process in place for the identification and classification of its stakeholders, as well as a communication channel for them.|
|Engagement and dialog with our internal or external stakeholders are an essential aspect of the process for the definition of the Company’s material topics. Before this fiscal year and following the guidelines offered by AA1000SES – Accountability, we have started developing a multidimensional assessment system to identify our main stakeholders (based on accountability, influence, proximity, dependence and representation). Moreover, the Company lists its main stakeholders in the Sustainability Report issued on an annual basis and published in our website. Through this process, the Company applies the recommended practice.
The different dialog and communication channels with Pampa’s stakeholders are detailed below:
|27. Prior to a Shareholders’ Meeting, the Board submits —through a formal communication channel— a ‘provisional information package’ allowing shareholders to make non-binding comments and to share dissenting opinions on the recommendations issued by the Board, and the latter will expressly issue its opinion on the received comments as it deems necessary.|
|When calling for a meeting, the Board formulates proposals regarding each item in the agenda, except in cases there may be possible conflict of interest, where it will refrain from submitting a proposal. Any information supporting the topics to be addressed in the Shareholders’ Meetings are placed at the disposal of all shareholders well in advance so that they may perform their analysis and vote accordingly.
Both the shareholders and the general investment community may make the inquiries they deem necessary through the formal channel mentioned in Practice 25 in this Corporate Governance Report. This allows shareholders to attend the Meeting with information on the topics to be discussed which is precise and has been received well in advance.
It is worth highlighting that Pampa provides the necessary means to keep a permanent and fluid dialog with its shareholders, and not only at the time of calling for a Shareholders’ Meeting. In this sense, shareholders have at their disposal: (i) the communication channel described in Practice 25 in this Corporate Governance Report; (ii) the investor relations office, which receives and manages shareholders’ concerns; (iii) throughout the fiscal year, conference calls are organized at the end of each quarter to discuss the quarterly results and allow for interaction with the management; and (iv) the attendance of management and Board members to the Shareholders’ Meeting, with the possibility to raise questions not only on each item of the agenda, but also on the Company’s management once the treatment of all formal items has concluded. In the way described, the Company applies the practice.
|28. The Company’s Bylaws contemplate that shareholders may receive the information packages for Shareholders’ Meetings through electronic means and participate in Shareholders’ Meetings virtually, allowing for the simultaneous transmission of sound, images and words, ensuring compliance with the principle of equal treatment to participants.|
|Although they are not contained in the Company’s Bylaws, Pampa’s application of the principles since the proposals mentioned in the previous item are placed at the disposal of Shareholders and the general investment community not only through the communication maners established by the regulatory bodies (ByMA, CNV, SEC), but also on the Company’s website, ri.pampaenergia.com. Moreover, as it has been previously mentioned, shareholders have the means to keep a permanent and fluid dialog with the Company throughout the year.
Pampa’s Bylaws currently do not contemplate the holding of Shareholders’ Meetings by electronic means of communication allowing for the simultaneous transmission of sound, images and words. The Company will analyze the appropriateness of its implementation.
|29. The Dividend Distribution Policy is aligned with the strategy and clearly establishes the criteria, frequency and conditions under which dividends will be distributed.|
|Since in 2018, the Company applies the recommended practice of Dividend Policy, approved by the Board. Said policy sets out the guidelines to be followed to reach a proper balance between distributed amounts and Pampa’s investment plans, aiming at a clear, transparent and consistent practice, allowing shareholders to make informed decisions, all of this in line with the Company’s Bylaws and the applicable legal and regulatory framework in force. Based on this policy, the Board of Directors assesses the possibility to pay dividends to Pampa’s shareholders on a prudential basis within each fiscal year, thoroughly evaluating the economic circumstances prevailing at the time.|