Recommendation VII: Setting out clear-cut policies for compensation of directors and senior managers, specifically focusing on conventional or bylaws-imposed limitations depending on the existence of profits |
VII.1
Compliance: Total Inform or Explain: In 2018, Pampa created a Compensation Committee which will assist the Board of Directors and/or the Shareholders’ Meetings in the preparation and follow-up of compensation policies and/or plans and/or benefits for Pampa’s main officers who also serve as directors.
VII.1.1 Compliance: Total Inform or Explain: 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 exercise executive functions at Pampa. Currently, the majority of its members are independent.
VII.1.2 Compliance: Total Inform or Explain: Currently, the Compensation Committee’s chairperson is independent pursuant to the criteria set out by the CNV.
VII.1.3 Compliance: Total Inform or Explain: Even though the members of the Compensation Committee do not necessarily need to have an orientation or specialization in human resources in their CVs, they should demonstrate proper competence to hold the offices for which they have been appointed and have extensive corporate experience.
VII.1.4 Compliance: Total Inform or Explain: The policy regulating the functions of the Compensation Committee provides that it should meet at least annually, or more frequently if the circumstances so require and upon request of any of its members. Pampa finds that this periodicity sufficient to comply with the Committee’s main function, which is to assist the Board of Directors in compensation matters.
VII.1.5 Compliance: Total Inform or Explain: Pampa’s Policy on Compensation provide that every year the Board of Directors will submit to the approval of the Shareholders’ Meeting a global amount of compensations payable to directors, all of this with the assistance of the Committee, which decisions will not be binding.
VII.2 In case it has a Compensation Committee: VII.2.1 Compliance: Total Inform or Explain: Pursuant to Pampa’s Policy on Compensation, the Compensation Committee renders its previous opinion so that Directors’ compensations are in line with those received by Directors of similar companies at the domestic level and pursuant to the limitations set forth by the applicable laws and the CNV rules.
VII.2.2 Compliance: Total Inform or Explain: Please refer to the answer to Principle VII.2.1 above.
VII.2.3 Compliance: Partial Inform or Explain: Please refer to the answer to Principle VII.2.1 above.
VII.2.4 Compliance: Total Inform or Explain: As previously mentioned in Principle II.1.1.4, Pampa has an employment policy in place which describes the processes for employee recruitment, selection and onboarding, as well as resignations and dismissals or requested modifications, allowing it to detect, attract and retain qualified employees for each position, also taking into consideration each employee’s requirements, irrespective of his or her category or position. This policy is administered by the human resources department and the leader of each specific area.
VII.2.5 Compliance: Total Inform or Explain: As previously mentioned in Principle VII.2.1, the Compensation Committee renders its opinion on directors’ fees. The Compensation Committee does not issue an opinion on compensations received by main executives who do not serve as directors. The Company has a procedure coordinated by the human resources department whereby all the employees are evaluated annually on the level of performance and fulfillment of goals 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.
VII.2.6 Compliance: Total Inform or Explain: Due to its recent creation, the Compensation Committee has still not informed of its actions to the Board of Directors. Beyond this, pursuant to its Rules, the Committee will report its conclusions, recommendations and any other issue deemed necessary to the Board of Directors at least once a year.
VII.2.7 Compliance: Total Inform or Explain: No Shareholders’ Meeting for the approval of compensations has been held yet since the creation of the Compensation Committee. However, the Committee’s Rules provide that its chairperson’s functions will include attending Board of Directors and Shareholders’ Meetings on behalf of the Committee.
VII.3 Compliance: Total Inform or Explain: There is no other relevant policy not previously mentioned in this report.
VII.4 Compliance: Total Inform or Explain: Not applicable. |