|Recommendation I.1: Ensuring Board disclosure of applicable policies to the Issuer’s relationship with the business group of which it is a leader and/or a part, and its related parties|
Inform or Explain: 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 Section 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 executive legal department with the participation of both Pampa’s Board of Directors and its Audit Committee (as applicable). This Policy strictly follows the guidelines set out in the applicable laws and regulations in this matter (Section 72 of the CMA).
Additionally, Pampa presents itemized information on any contract entered into with related parties in its annual and quarterly FS; furthermore, in compliance with the regulations in force, all high-value transactions executed by Pampa with related parties are subject 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.
|Recommendation I.2: Ensuring the existence of mechanisms to prevent any conflict of interest|
Inform or Explain: Pampa has a Code of Business Conduct in place stating the ethical principles that constitute the groundwork for the relationship between Pampa, its Directors and Statutory Auditors, as well as its employees and third parties (customers, suppliers, shareholders, the public sector and the community). These guidelines provide that individuals within the scope of the Code of Business Conduct 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.
Any infringement of a provision of the Code of Business Conduct may be reported through Pampa’s Ethics Hotline.
|Recommendation I.3: Preventing misuse of insider information|
Inform or Explain: The Code of Business Conduct provides that all information generated, transmitted or stored by Pampa will be considered confidential and private, and may not be disseminated in the absence of an express authorization. It also provides that the collected information may not be used for any personal or third party’s benefit.
Additionally, in regards to insider trading practices, Pampa has a Policy on Best Securities Trading Practices which provides that any person deemed a Covered Individual may not use material non-public information about Pampa, its controlled companies, subsidiaries, affiliates, and related companies to derive any personal or third party’s benefit when trading marketable securities.
In this regard, the policy provides that, at all times, all Covered Individuals should require the compliance of an officer’s express authorization to conduct any trading operation involving Pampa, its controlled companies, subsidiaries, affiliates and related companies’ securities. Furthermore, the policy provides for ‘restricted periods’ within which no covered individual is authorized to conduct any operation.