Under Sect. 109 of the CMA, Pampa has an Audit Committee composed of three regular members and one alternate member, all of whom are independent, as per CNV rules, and have professional experience in financial, accounting, legal and/or business matters.
In accordance with the applicable legislation and its own internal regulations, the Audit Committee has, among others, the following duties:
- Supervising the operation of internal control and administrative/accounting systems and the reliability of the latter and of all financial information or any other noteworthy events that may be disclosed to the CNV and the markets.
- Rendering an opinion on any Board proposal appointing external auditors to be hired by the Company and ensuring their independence.
- Reviewing the plans sent by external and internal auditors, assessing their performance, and issuing an opinion on the presentation and disclosure of annual FS. The Committee may determine objective indicators to assess the external auditor’s performance, commitment, efficiency and independence.
- Supervising the implementation of risk management reporting policies.
- Providing the market with complete information on transactions involving potential conflicts of interest with members of corporate bodies or controlling shareholders.
- Rendering its opinion on remunerations and stock options plans’ proposals for the Company’s directors and managers drawn up by the Company’s Board.
- Rendering its opinion on compliance with legal requirements and the reasonableness of conditions for the issuance of shares or convertible securities in case of capital increases with the exclusion or limitation of preemptive rights.
- Issuing a well-founded opinion on related-party transactions in the cases established by legislation and disclosing it in compliance with the law in case there is an actual or alleged conflict of interest within Pampa.
- Supervising the operation of a channel whereby the Company’s executives and staff may report accounting, internal control and audit issues.
- Providing any report, opinion or statement required by the current regulations in force, with the scope and frequency required by such regulations, as amended, etc.
- Fulfilling all obligations imposed in the Bylaws, as well as laws and regulations binding the Company.
- Ensuring compliance with applicable standards of conduct.
- Drawing up an annual action plan, for which it will be held accountable to the Board and the Audit Committee. The Audit Committee will submit this action plan within 60 calendar days from the beginning of the fiscal year.
Pampa’s Audit Committee is composed as follows:
Carlos Correa Urquiza, born on September 17, 1969, has been a member of Pampa Energía’s Board of Directors since April 2019. He currently serves as the Trading Desk in the finance area management of Banco Hipotecario SA. Previously, he held the position of Head of the back office department of Consultores Asset Management. Mr. Correa Urquiza holds a Master’s degree in Banking Management from CEMA University and a Bachelor’s Degree in Business Administration from Belgrano University.
These Regulations shall govern the operation of the Audit Committee, reporting to the Board of Directors of Pampa Holding S.A. (formerly, Frigorífico La Pampa S.A., hereinafter the ‘Company’) whose supervisory, disclosure, advice and recommendation duties shall be such as arise here from and any others assigned to it under the applicable laws and regulations in force.
The Audit Committee shall be a collegiate body formed by three regular members and three alternate members, who shall be elected among the members of the Company‘s Board of Directors by the simple majority of the Board’s members. All members of the Committee shall be independent members of the Company’s Board of Directors, according to the standards and criteria determined by the applicable regulations.