|Recommendation II.1: Ensuring that Board takes on the Issuer’s management, supervision and strategic direction|
Inform or Explain: Pampa’s Board of Directors approves the Company’s annual budget, strategic management goals and administrative matters, taking into consideration the specific circumstances of the Company and the industries where it operates. It also monitors the strategic goals pursued by Pampa’s subsidiaries.
Inform or Explain: Pampa has a Finance Executive Department in charge of implementing procedures and monitoring the Company’s financial transactions in order to ensure the transparency, clarity, and real-time availability of information. In turn, the articulation of investment policies is supervised by the Company’s CEO and executive directors.
Furthermore, Pampa has an Investment Project Management Policy in place aimed at systematizing and standardizing the steps to be followed by the Company’s different areas involved in the management of investment projects so as to provide an analysis, authorization and control mechanism enhancing Pampa Energía Group’s economic value.
Inform or Explain: On an annual basis, the Board of Directors approves the Corporate Governance report pursuant to CNV General Res. No. 606/12.
Inform or Explain: The appointment of Pampa’s senior managers is the result of a joint and coordinated recruitment process by the Company’s CEO, vice-presidents and the human resources department. Pampa has an employment policy in place which describes the selection process for any candidate irrespective of his or her category or position.
Furthermore, the Company has a procedure coordinated by the human resources department whereby all the employees are evaluated on an annual basis on the level of performance and fulfillment of goals previously set by more senior officers. Based on the degree of fulfillment of corporate goals, among other factors, an annual variable compensation (performance bonus), and potential promotions and salary increases are determined in accordance with market parameters and the company’s internal criteria.
Inform or Explain: The CEO and the vice-presidents are in charge of assigning responsibilities to senior managers. The Company does not have specific policies regulating the allocation of responsibilities to senior managers.
Inform or Explain: The CEO, together with vice-presidents and the human resources department, are in charge of designing succession planning for senior managers. The Company does not have specific policies regulating the succession planning for senior managers.
Inform or Explain: At Pampa, we understand Corporate Social Responsibility as a strategic management model which is implemented through the Foundation, with a strong commitment to society that goes beyond energy demand satisfaction, by developing programs oriented towards improving the life quality of our employees, their families and the communities we are part of.
Since 2016, with the incorporation of new assets and their communities of influence, the Foundation has adopted a new strategic focus: education as a fundamental right, local management of Corporate Social Responsibility for relationships between the asset and the community, and corporate volunteering.
Since 2008, the Foundation has promoted programs that contribute to strengthening the abilities of people and social organizations, showing a clear sustainable commitment with the communities Pampa Energía is part of.
Inform or Explain: Regarding risk management, in 2007 Pampa implemented a risk management methodology as a useful working tool to identify the main risks affecting Pampa. Such methodology provides for adequate risk response solutions, as well as formal risk disclosure channels. Later on, in 2008, Pampa’s Board of Directors approved the ‘Risk Management Handbook’, which in December 2010 was updated and restated as the ‘Business Risk Management Policy’.
The key aspect of this policy is the establishment of responsibilities, duties and methods for the prevention and detection of risks arising from activities conducted by the Company, and affecting its business or operations.
Based on these policies’ guidelines, the internal control management updates Pampa’s risk map in accordance with the administered businesses on a yearly basis.
Regarding internal controls, Pampa’s Internal Audit area has Bylaws regulating its activities and aligned with the most relevant standards issued by the Institute of Internal Auditors. This document has been approved by the Audit Committee.
Moreover, Pampa has an Anti-Fraudulent Practices Policy and a Procedure for handling complaints. These documents contain a detailed description of how to file a complaint, and the process to be followed from its reception to the conclusion of the investigation and the application of any pertinent corrective action. At least quarterly, the Internal Audit area reports the received cases and the adopted decisions to the Audit Committee. The Audit Committee supervises the channel’s operations and the resolution of complaints in issues within its authority. This regulation is complementary to the Code of Business Conduct.
Inform or Explain: Pampa has implemented a training policy geared at supporting professional and academic development, as well as allowing for the development of programs to attract, develop and retain its human resources. This policy is not formally approved or supervised by Pampa’s Board of Directors, but is approved by the CEO and administered by the human resources department.
Inform or Explain: There is no other relevant corporate governance policy not previously mentioned in this report.
Inform or Explain: Pampa’s executive legal department supplies all Pampa’s Directors and Statutory Auditors, as early as possible, with all the information on business to be transacted at any Board meeting. Moreover, by way of Pampa’s executive legal department, any Director and/or Statutory Auditor may ask the relevant managers’ office questions on issues that are submitted to them for consideration. Moreover, it is Pampa’s internal practice to submit quarterly management reports to the Board of Directors stating all relevant business, technical, regulatory, financial and accounting information related to Pampa and its subsidiaries.
Inform or Explain: Every Pampa’s significant ordinary business affair or administrative matter to be approved by its Board of Directors is supported by the relevant reports written by Pampa managers’ offices involved, as well as their opinions on the risks inherent in such matters. If applicable, all these procedures are conducted within the framework of the Business Risk Management Policy.
|Recommendation II.2: Ensuring effective Corporate Management Control|
Inform or Explain: Pampa’s Board of Directors, either on its own behalf or by delegating its functions to the various Company managers’ offices, regularly verifies compliance with, deviations from, or adjustments to the annual budget, on a quarterly basis, as well as the business plan.
Inform or Explain: As specified in Recommendation II.1.1.4, the Company conducts an employee performance process, coordinated by the human resources department, whereby every employee is evaluated on the level of performance and fulfillment of goals set by more senior officers on an annual basis. Based on the degree of fulfillment of these goals, among other factors, an annual variable compensation (performance bonus), and potential promotions and salary increases are determined in accordance with market parameters and the company’s internal criteria.
|Recommendation II.3: Ensuring disclosure of the Management Body’ performance assessment and its impact|
Inform or Explain: Pampa Board of Directors’ performance is subject to the provisions set forth in the Bylaws, the board rules, and any other applicable laws and regulations.
In 2012, Pampa’s Board of Directors approved its internal rules, which primarily regulate issues concerning the directors’ powers and responsibilities and the holding of board meetings.
Moreover, every Director completes a self-assessment on an annual basis to evaluate the Board of Directors’ performance. This self-assessment is submitted to the executive legal department, which is responsible for analyzing results and, if necessary, suggesting actions aiming to improve this body’s operations.
Inform or Explain: Simultaneously with the approval of audited annual FS, as well as quarterly FS with limited review, Pampa’s CEO, on behalf of the Board of Directors and the Investor Relations Area, organizes a conference call for all Pampa’s shareholders and other stakeholders generally, with a view to sharing information on management and financial results, giving reasons for such results, and answering any questions and queries.
Historically and generally, Pampa’s General Shareholders’ Meetings transacting the Directors’ annual performance assessment have generally approved such business without any qualification or specification. As of the date of this report, no Pampa shareholder present at these meetings has ever requested to have the performance of directors assessed based on the compliance levels specified in this Recommendation.
|Recommendation II.4: Ensuring that the number of external and independent members constitutes a significant share of the Board|
Inform or Explain: Pampa considers that the ratio of regular Directors who are independent (40% – 4 out of 10), who perform executive functions (50% – 5 out of 10) and who are external (10% – 1 out of 10) is adequate based on its structure.
Furthermore, all members of Pampa’s Audit Committee are independent pursuant to the U.S. SOX provisions.
Inform or Explain: It is not necessary to implement any type of internal policy to ensure that at least 20% of Board members are independent because under the applicable laws and regulations in force, and as provided by the Company Bylaws, the Board of Directors has a greater proportional number of independent directors than that specified in this Recommendation. Also, there are no shareholders’ agreements regarding the designation of Board members. To date, the independence of the members of Pampa’s Board of Directors has never been challenged.
Besides, Pampa’s Directors holding Company’s shares and participating in the Company shareholders’ meetings refrain from discussing and voting on any matter relating to their management.
|Recommendation II.5: Ensuring the existence of standards and procedures for recruitment and proposed appointment of directors and senior managers|
Inform or Explain: In 2018, Pampa created a Nominations Committee, the primary aims of which are: a) to set the general guidelines regarding independence, incompatibilities and diversity in the Board of Directors; and b) to describe the process for the identification and evaluation of Board of Directors’ nominees, both by the Board and shareholders, to be presented for consideration by 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 recruitment process.
Inform or Explain: The Nominations 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, the Chairman being independent director pursuant to the independence criteria stipulated by the CNV rules.
Inform or Explain: Please refer to Principle II.5.1.1. above.
Inform or Explain: Even though the members of the Nominations Committee do not necessarily need to have an orientation or specialization in human capital management in their CVs, they should demonstrate proper competence to hold the offices for which they have been appointed and have extensive corporate experience.
Inform or Explain: The policy regulating the Nominations Committee provides that it should meet as frequently as deemed necessary, but at least once a year. Pampa finds that this periodicity is sufficient to comply with the Committee’s main function, which is to assist the Board of Directors in the nomination of directors, which happens once a year before the General Ordinary Shareholders’ Meeting.
Inform or Explain: The policy regulating the functions of the Nominations Committee specifically provides in its section 8.4. that the Committee’s opinion will not be binding on the Board of Directors or the Shareholders’ Meeting, but its recommendations will be informed to the Shareholders’ Meeting at the time of conducting the ballot for the appointment of directors.
Inform or Explain: The Nominations Committee was created at the end of 2018, and as of the date of 2018 Annual Report, due to the short time span since its creation, the Committee has neither reviewed its rules nor assessed its performance, which it will do in due course. As of the date hereof, the Committee has only held its first meeting, where it approved its internal rules, among other formal issues.
Inform or Explain: The Policy on Nominations provides that the Committee will evaluate, inter alia, factors such as the nominees’ independence, diversity, age, skills, experience, and knowledge of the company’s businesses and the industry in order to provide its recommendations to the Board of Directors. The Committee will perform this evaluation for the first time when assessing the nominees to be recommended to the General Shareholders’ Meeting which will be held at the beginning of 2019.
Inform or Explain: Pursuant to Section 12 of Pampa’s Bylaws and the provisions of the Policy on Nominations, the Board of Directors (or shareholders holding at least 3% of Pampa’s capital stock) submit a list of candidates to the Committee for their assessment and the issuance of a recommendation. The Nominations Committee does not provide recommendations regarding senior managers. In this sense, please refer to Principle II.1.1.4.
Inform or Explain: The Nominations Committee’s only function is to analyze nominees to be proposed for election as directors, but not to suggest the appointment of directors in the different Company committees.
Inform or Explain: As previously explained in Principle II.5.2.1, due to the short time span since its creation, the Committee’s action has been limited to purely formal issues. However, following an organizational restructuring process and in line with the highest corporate governance standards, at the end of 2018 a CEO not holding office as chairperson was appointed.
Inform or Explain: As previously explained in Principle II.5.2.1, due to the short time span since its creation, the Committee’s action has been limited to purely formal issues. However, a brief outline of all Company directors’ CVs, including their terms of office, is available at Pampa’s website, even prior to the creation of the Nominations Committee.
Inform or Explain: As previously explained in Principle II.5.2.1, due to the short time span since its creation, the Committee’s action has been limited to purely formal issues. However, every year the Board of Directors, with the assistance of the executive legal department, identifies directors whose terms of office are due and evaluates the possibility of their reelection pursuant to the applicable regulations in force and, if the reelection is not deemed appropriate or in case there is legal impossibility to do so, the search for nominees is launched so that the Board of Directors may later submit its proposal to the Shareholders’ Meeting.
Inform or Explain: There is no other relevant policy not previously mentioned in this report.
|Recommendation II.6: Assessing the suitability that directors, and/or statutory auditors, and/or Supervisory Committee members may perform functions at different issuers|
Inform or Explain: It is not necessary to limit the participation of Pampa’s Directors and/or Statutory Auditors in other companies that are part of other business groups. We understand that the existing legal limitations on this matter, in addition to the liability system applicable to directors and statutory auditors and the pertinent provisions of the Code of Business Conduct, are sufficient and ensure an adequate performance of duties by Pampa’s Directors and Statutory Auditors.
|Recommendation II.7: Ensuring training and development of the Issuer’s directors and senior managers|
Inform or Explain: In 2018, training programs aimed at further strengthening the integration of leaders and employees into Pampa’s culture and main values.
To such end, managers participated in the Leaders Development Program, which was based on a corporate leadership model deeply grounded in the main features of our culture.
With a high level of participation, leaders enhanced their skills in the four axes of the model and had the possibility to receive subsequent specialization in one of these dimensions based on their interests and concerns. The axes underpinning these contents were self-leadership, entrepreneur leadership, developer leadership and transformational leadership.
This training was in turn integrated with educational visits to the Company assets to strengthen knowledge on the different businesses.
Furthermore, the process was complemented with individual coaching by all the Company managers to consolidate the training’s contents, approaches and individual development possibilities.
On the other hand, the Audit Committee approves an annual training plan for non-audit-related issues (for example, auditing and internal control according to international accounting standards, among other issues). In this sense, during fiscal year 2018 its members received training on the 3-line defense model, the internal audit’s policy framework.
Inform or Explain: Pampa generally provides financial support for master degree programs and postgraduate education to its employees.