Central Puerto S.A 6-K, filed Mar 30, 2021
Central Puerto S.A. (CEPU)
6-K
2021-03-30
For: 2021-03-29
View Original
Added on
April 11, 2026
About this 6-K
Central Puerto S.A filed this 6-K on March 30, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March 2021
Commission File Number: 001-38376
Central Puerto S.A.
(Exact name of registrant as specified in its charter)
Port Central S.A.
(Translation of registrant’s name into English)
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes
☐ No ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes
☐ No ☒
CENTRAL
PUERTO S.A.
Documents Translation
TABLE
OF CONTENTS
|
|
|
|
||
|
Exhibit
|
|
|
||
|
99.1
|
|
English
translation of a notice submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV) on
March 15, 2021.
|
||
|
99.2
|
|
English
translation of an excerpt of the minutes of the meeting of the
Board of Directors of Central Puerto S.A. that called an Annual and
Special General Meeting, dated March 15, 2021, submitted to the
Argentine securities regulator (the Comisión Nacional de Valores, or the CNV) on March 15,
2021.
|
||
|
99.3
|
|
English
translation of a notice sent to the Buenos Aires Stock Exchange
(Bolsa y Mercados Argentinos
S.A., or the BYMA) regarding the information set forth in
Section 62 of the Buenos Aires Stock Exchange Regulations dated
March 15, 2021.
|
||
|
99.4
|
|
English
translation of an excerpt of the minutes of the meeting of the
Board of Directors of Central Puerto S.A. that approved the
Consolidated Financial Statements for the year ended December 31,
2020 dated March 15, 2021, submitted to the Argentine securities
regulator (the Comisión
Nacional de Valores, or the CNV) on March 15,
2021.
|
||
|
99.5
|
|
English
translation of an excerpt of the minutes of a meeting of the
Supervisory Committee of Central Puerto S.A. dated March 15, 2021,
submitted to the Argentine securities regulator (the Comisión
Nacional de
Valores, or the
CNV) on March 15, 2021.
|
||
|
99.6
|
|
English
translation of Central Puerto’s Corporate Governance Code
submitted to the Argentine securities regulator (the Comisión
Nacional de Valores, or the CNV) on March 15, 2021.
|
||
|
99.7
|
English
translation of General Resolution No. 797 of the Argentine
Securities Commission submitted to the Argentine securities
regulator (the Comisión Nacional de Valores, or the CNV) on
March 15, 2021.
|
|||
|
|
|
|
||
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Central Puerto S.A.
|
||||
|
|
|
|
|
|||
|
Date:
March 29, 2021
|
|
|
|
By:
|
|
/s/
Leonardo
Marinaro
|
|
|
|
|
|
Name:
|
|
Leonardo
Marinaro
|
|
|
|
|
|
Title:
|
|
Attorney-in-Fact
|
Exhibit
1
BUENOS
AIRES, March 15, 2021
COMISIÓN
NACIONAL DE VALORES (“CNV”)
Subgerencia de Sociedades Emisoras
25 de Mayo 175
City of Buenos Aires
To: Gerencia de Emisoras
BOLSAS
Y MERCADOS ARGENTINOS S.A. (“BYMA”)
Sarmiento 299
City of Buenos Aires
MERCADO
ABIERTO ELECTRÓNICO (“MAE”)
San Martin 344
City of Buenos Aires
Notice:
CPSA-GG-N-0087/21-AL
Subject:
Material News
Dear
Sir/Madam,
It is a
pleasure to contact you in my capacity as Head of Market Relations
of Central Puerto S.A. (the “Company”) so as to inform
you that the Board of Directors of the Company has decided to call
an Ordinary and Special General Shareholders’ Meeting on
April 30, 2021, at 11 a.m. on first call, and at 12 p.m. on the
same day on second call, provided that the first call fails to take
place. The second call shall only consider items falling under the
competence of the Ordinary Meeting, which shall be held
remotely.
Yours
sincerely,
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
Av.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
Exhibit 2
Relevant part of the Board of Directors Meeting Minutes of Central
Puerto S.A. on March 15, 2021
Minutes No.
357: In the city of
Buenos Aires, on March 15, 2021 at 11 AM, the Board of Directors of
CENTRAL PUERTO S.A. (the “Company” or
“CPSA”)
meet with the presence of the Directors Osvaldo RECA, Marcelo
Atilio SUVA, Miguel DODERO, José Luis MOREA, Juan José
SALAS, Diego PETRACCHI, Tomás PERES, Tomás WHITE,
Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and Guillermo PONS.
Carlos César HALLADJIAN, Eduardo EROSA and Juan NICHOLSON,
members of the Statutory Audit Committee attend the meeting. Mr.
Marinaro informs that the meeting is held remotely as per the terms
of: (1) Decree of Necessity
and Urgency No. 297/2020 (“Decree 297”) and further
amendments and regulation adopted within the context the COVID-19
pandemic declared by the World Health Organization (WHO), the
Health Emergency established by Decree No. 260/20 and its
amendments, and in line with COVID 19- pandemic situation,
(2) the obligations derived
from the latest Decree of Necessity and Urgency No. 168/21
(“Decree
168”) and the recommendations made by the Argentine
Superintendency of Labor Risks (“SRT” for its acronym in
Spanish) concerning social distancing in enclosed spaces, and
(3) Section 23 of
CPSA’s Bylaws, which establishes that the Board of Directors
can hold remote meetings. Quorum being present to validly hold the
meeting, it commences at 11 a.m. Afterwards, the (…) ninth
item of the agenda is submitted for consideration
:
1
9) CALL
OF GENERAL AND SPECIAL SHAREHOLDERS’
MEETING.
Mr. President takes the floor and
informs the rest of the Shareholders that it is proper to call a
General Shareholders’ Meeting of Central Puerto S.A.
on April 30, 2021, at 11.00 AM on first call and at 12.00 PM on the
same day on second call, should the first call fail. The latter
shall only be hold to consider the items that fall under the scope
of the General Shareholders’ Meeting, which will be held
remotely to consider, in addition to the topics stated for general
meetings, in accordance with the provisions of Section 234 of the
Business Entity Act, the amendment of Section 13 of the Bylaws so
as to hold remotelyShareholders’ Meetings. For that purpose,
the following Agendais open for discussion: 1) Consideration of holding the remote
Shareholders’ Meeting as per the terms of RG CNV No.
830/2020. 2) Appointment of
two shareholders to sign the minutes. 3) Consideration of the Annual Report
and its Exhibit, the Consolidated Statement of Income, the
Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Statement of Cash Flow, the
Notes to the Consolidated Financial Statements and Exhibits, the
Separate Statement of Income, the Separate Statement of
Comprehensive Income, the Separate Statement of Financial Position,
the Separate Statement of Cash Flow, Notes to the Separate
Financial Statements, Briefs, Auditor Report, Statutory Auditing
Committee Report, all of them for the period ended December 31,
2020. 4) Consideration of
the income (loss) of the period and the Board of Directors’
proposal that consists on assigning: a) the amount of ARS $344.596
to the statutory reserve; and b) the amount of ARS $6.547.325, from
remaining balance of the income for the period to the increase of
the Optional Reserve under Article 70 of the Business Entity Act,
which can be destined to the following: (i) the investment projects
that are already committed and/or (ii) future investments to be
made by the Company and/or Subsidiaries related to the new asset
acquisition projects of approved by the Board of Directors and/or
(iii) to the payment of dividends according to the evolution of the
financial condition of the Company and pursuant to the
Company’s Dividends Distribution Policy in force.
Consideration and approval of payment of the Profit-Sharing Bond
stated by Sections 12 and 33 of the Bylaws.
2
5) Consideration of the Board of
Directors’ performance during the period ended December 31,
2020. 6) Consideration of
the Statutory Audit Committee performance during the period ended
December 31, 2020. 7)
Consideration of the remuneration of the Board of Directors for the
period ended December 31, 2020 within the limits of profits in
accordance with Section 261 of Law No. 19.550 and CNV Regulations.
Consideration of the advanced payment of fees to the Board of
Directors for the period closing next December 31, 2021.
8) Consideration of the
remuneration of the members of the Statutory Audit Committee for
the period ended December 31, 2020; and the fee scheme for the
period closing next December 31, 2021. 9) Fixing of the number of Deputy
Directors and appointment of Directors and Deputy Directors.
Continuity of the current Chairman until the appointment by the
Board of Directors of the Company. 10) Appointment of the members of the
Statutory Audit Committee and deputy members for the period closing
next December 31, 2021. 11)
Consideration of the remuneration of the external accountant of the
Company regarding the annual accounting documents for the period
2020. 12) Appointment of the
external accountant and deputy external accountant for the period
closing next December 31, 2021 and the fixing of its remuneration.
13) Approval of annual
budget for the functioning of the Statutory Audit Committee.
14) Consideration of the
amendment of Section 14 of the Bylaws referring to
Shareholders’ Meeting so as to include the possibility of
them being held remotely. 15) Granting of authorizations. It is
informed that, pursuant to the provisions on mandatory and
preventive social distancing of the Decree of Necessity and Urgency
(DNU) No. 168 (B.O. 12-3-2021), the Meeting shall be held via the
system provided by ZOOM, as perm the terms of RG CNV No. 830/2020.
It is clarified that items 1 and 14 of the Agenda shall be
considered by the Special Shareholders’ Meeting. This motion
is unanimously approved by the Board of Directors. (…) There
being no further business to come before the meeting, the meeting
is adjourned at 12:20 p.m.
Leonardo
Marinaro
Head of Market
Relations of
CENTRAL PUERTO
S.A.
3
Exhibit
3
BUENOS
AIRES, March 15, 2021
Notice:
CPSA-GG-N-0085/21-AL
Comisión
Nacional de Valores
Subject:
Information set forth by Section 62 of Listing
Regulations
Dear
Sir/Madam,
Pursuant to the
Section mentioned above, we inform that on March 15, the Board
of Directors of Central Puerto S.A. approved the financial
statements and other documents for the period ended December 31,
2020. Moreover, it acknowledged the corresponding reports by the
Auditor and the Statutory Audit Committee.
Regard
being had to the foregoing, we inform the following:
1.
Income
(loss) for the period ended December 31, 2020:
|
|
ARS 000
|
|
Income
(loss) for the period
|
|
|
attributable
to shareholders of the Company
|
6,891,921
|
|
attributable
to non-controlling shareholding
|
66,017
|
|
Total
income (loss) for the period- Profit
|
6,957,938
|
Avda.
Tomás A. Edison 2701 – C1104BAB – City of Buenos
Aires – Argentina
Telephone
(54 11) 4317 5000 – Fax (54 11) 4317 5099
1
2.
Other
comprehensive income for the period ended December 31,
2020:
|
|
ARS 000
|
|
Other
comprehensive income for the period
|
|
|
attributable
to shareholders of the Company
|
5,504
|
|
attributable
to non-controlling shareholding
|
-
|
|
Total of other comprehensive income for the
period- Profit
|
5,504
|
3.
Total
comprehensive income (loss) for the period ended December 31,
2020:
|
|
ARS 000
|
|
Net
comprehensive income (loss) for the period
|
|
|
attributable
to shareholders of the Company
|
6,897,425
|
|
attributable
to non-controlling shareholding
|
66,017
|
|
Total net comprehensive income (loss) for the
period- Profit
|
6,963,442
|
4.
Statement
of changes in equity details divided in items and amounts as of
December 31, 2020:
|
|
ARS 000
|
|
Share
Capital – Nominal Value
|
1,514,022
|
|
Capital
adjustment
|
25,619,864
|
|
Statutory
Reserve
|
3,838,044
|
|
Optional
Reserve
|
48,479,823
|
|
Other equity
accounts
|
(1,966,148)
|
|
|
|
|
Income
(loss) for the period
|
6,891,921
|
|
Other
accumulated comprehensive income
|
5,504
|
|
Non-controlling
shareholding
|
128,319
|
|
Total
|
84,511,349
|
|
|
|
|
attributable
to shareholders of the Company
|
84,383,030
|
|
attributable
to non-controlling shareholding
|
128,319
|
2
5.
Proposal
of the Board of Directors
Net
Income for the 2020 Period amounted to ARS 6,891,921. The Board of
Directors proposes the following: to allocate ARS 344,596 to the
Statutory Reserve. Moreover, it is proposed to allocate the
remaining balance of the Income for the period to increase the
Optional Reserve in the amount of ARS 6,547,325, which can be
destined to: (a) the investment projects that are already committed
and/or (b) future investments to be made by the Company and/or its
Subsidiaries related to new projects, such as assets acquisitions,
approved by the Board of Directors and/or (c) to the payment of
dividends according to the evolution of the financial condition of
the Company and pursuant to the Company’s Dividends
Distribution Policy in force.
6.
Controlling
shareholding
As a
consequence of the merger between Central Puerto S.A., in its
capacity as parent company, and Operating S.A. (hereinafter,
“OPER”), Hidroneuquén S.A. (hereinafter,
“HNQ”) and Sociedad Argentina de Energía S.A.
(hereinafter, “SADESA”), all in their capacity as
acquired companies and, as a consequence of the corresponding
acquired companies’ shares swap, none of the shareholders of
Central Puerto S.A. holds a controlling interest.
Finally,
it is important to highlight the fact that share capital is under
public offering and it is listed in the Buenos Aires Stock Exchange
(hereinafter, “BCBA”) and, as from February 2, 2018, in
the New York Stock Exchange (hereinafter, “NYSE”).
Therefore, shareholding may experience variations, which the
company may not be aware of.
Yours
sincerely,
Leonardo Marinaro
Head of Market Relations
CENTRAL PUERTO S.A.
3
Exhibit 4
Relevant part of the Minutes of Central Puerto S.A Board of
Directors’ Meeting held on March 15, 2021
Minutes No.
357: In the City of
Buenos Aires, on this March 15, 2021, at 11:00 AM, the Board of
Directors of CENTRAL PUERTO S.A. (the “Company” or
“CPSA”,
indistinctly), meet with the presence of Directors Osvaldo RECA,
Marcelo Atilio SUVA, Miguel DODERO, José Luis MOREA, Juan
José SALAS, Diego PETRACCHI, Tomás PERES, Tomás
WHITE, Cristian LOPEZ SAUBIDET, Jorge Eduardo VILLEGAS and
Guillermo PONS. Mr. Carlos César HALLADJIAN, Mr. Eduardo EROSA
and Mr. Juan NICHOLSON, members of the Statutory Audit Committee
attend the meeting. Mr. Marinaro informs that the Meeting is held
via videoconference taking into consideration the provisions of:
(1) the Decree of Necessity
and Urgency No. 297/2020 (“Decree 297”) and further
supplementary amendments and regulations adopted within the context
of the pandemic declared by the World Health Organization (WHO),
the Health Emergency set forth by Decree No. 260/20 and its
amendments, and in line with the CORONAVIRUS-COVID 19 pandemic
situation, (2) the
obligations stemming from the last Decree of Necessity and Urgency
No. 1033/20 (“Decree
1033”) and the recommendations made by the Argentine
Superintendency of Labor Risks (“SRT” for its acronym in
Spanish) concerning capacity and social distancing in enclosed
spaces, and (3) Section 23
of the Bylaws, which establishes that the Board of Directors can
hold remote meetings with its members
communicated by videoconference. Quorum being present to
validly hold the meeting, it commences at 11:00 AM in order to
consider … the fourth item of the Agenda:
1
4) CONSIDERATION OF
THE ANNUAL REPORT AND ITS EXHIBIT, THE CONSOLIDATED INCOME
STATEMENT, CONSOLIDATED COMPREHENSIVE INCOME STATEMENT,
CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY, CONSOLIDATED
CASH FLOW STATEMENT, THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AND THEIR EXHIBITS, INDIVIDUAL INCOME STATEMENT, INDIVIDUAL
COMPREHENSIVE INCOME STATEMENT, INDIVIDUAL STATEMENT OF FINANCIAL
POSITION, INDIVIDUAL CASH FLOW STATEMENT, NOTES TO INDIVIDUAL
FINANCIAL STATEMENTS AND BRIEF FOR THE PERIOD ENDED DECEMBER 31,
2020. Mr. Osvaldo RECA takes the floor and
informs that the Board of Directors needs to consider and approve
the Annual Report and its Exhibit, the Consolidated Income
Statement, the Consolidated Comprehensive Income Statement,
Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Shareholder’s Equity, Consolidated
Cash Flow Statement, Notes to Consolidated Financial Statements and
their Exhibits, Individual Income Statement, Individual
Comprehensive Income Statement, Individual Statement of Financial
Position, Individual Cash Flow Statement, Notes to Individual
Financial Statements and Brief for the period ended December 31,
2020, documentation that was provided to the Directors well
in advanced. After a short debate and after acknowledging the
Statutory Audit Committee report and the Authorizing
Accountant’ report, the Board of Directors unanimously
approve the Annual Report and its Exhibit, the Consolidated Income
Statement, Consolidated General Income Statement, Consolidated
Statement of Financial Position, Consolidated Statement in
Shareholder’s Equity, Consolidated Cash Flow Statement, Notes
to Consolidated Financial Statements and their Exhibits, Individual
Income Statement, Individual General Income Statement, Individual
Statement of Financial Position, Individual Cash Flow Statement,
Notes to Individual Financial Statements and Brief for such period.
Mr. Cesar HALLADJIAN, Eduardo EROSA and Juan NICHOLSON. Afterwards,
the (…) sixth item of the Agenda is open for
discussion:
2
6) CONSIDERATION OF
THE 2020 ANNUAL REPORT BY THE SUPERVISORY
COMMITTEE. Mr. Osvaldo RECA
takes the floor and puts the Company’s Annual Report by the
Supervisory Committee to the consideration of directors. Previously
to this meeting, such report has been put at the disposal of
directors. There being no questions or comments on this regard, the
Annual Report by the Supervisory Committee for year 2020 is
unanimously approved. Afterwards, the seventh item of the Agenda is open
for discussion: 7) CONSIDERATION
OF THE 2021 ACTION PLAN BY THE SUPERVISORY
COMMITTEE. Mr. Osvaldo RECA keeps the floor and puts the
Company’s 2021 Action Plan by the Supervisory Committee to
the consideration of directors. Previously to this meeting, such
plan has been put at the disposal of directors. There being no
questions or comments on this regard, the Action Plan presented by
the Supervisory Committee for year 2021 is unanimously
approved. (…) There being no further business to transact, the
meeting is adjourned at 12:20 PM.
Osvaldo Arturo
Reca
Chairman
Central Puerto
S.A.
3
Exhibit 5
SUPERVISORY COMMITTEE'S ANNUAL REPORT
Buenos Aires, March 15, 2021
To Directors and Shareholders
of Central Puerto S.A.
Dear Sir/Madam,
Acting in our capacity as members of the Supervisory Committee of
Central Puerto S.A. (hereinafter, the "Committee") and pursuant to
applicable regulations, we issue this report with regard to the
treatment given to the matters falling under our competence during
the annual period ended December 31, 2020, which are set forth in
Part IV, section 110 of Law no. 26831, and in Title II, Chapter
III, Part V of the Argentine Securities Commission Regulations
(N.T. 2013) (hereinafter, "CNV regulations", detailed in
section 3 of this report.
I.
Appointment of the Supervisory Committee
The Committee was appointed by the resolution of the Company's
Meeting dated April 14, 2004.
II.
Committee's Composition
As of December 31, 2020, the Committee was composed of directors
Juan José Salas, José Luis Morea and Tomás José
White as members, and Jorge Eduardo Villegas and Oscar Luis Gosio
as deputy members. Juan José Salas, José Luis Morea,
Tomás José White and Jorge Eduardo Villegas are
independent directors, according to CNV Regulations, while Oscar
Luis Gosio is a non-independent director, according to said
regulations.
The Committee's members' term of office is one year, and they can
be reelected for an equal term. The Internal Regulations of the
Supervisory Committee's Operation, (hereinafter, the
"Regulations"), were adopted by resolutions of the Company's Board
of Directors dated May 9, 2003, and subsequent amendments dated
March 5, 2014 and August 5, 2015.
The role of the Supervisory Committee is set forth in section 110
of Law no. 26831, in CNV Regulations and in its own
Regulations.
1
III.
Scope of the tasks performed
The main tasks performed are detailed below:
The Committee held meetings during the period ended December 31,
2020, with the regularity set forth by the Regulations, for which
has received support from the legal advisor about several aspects
of the Supervisory Committee's functions and responsibilities, in
accordance with current regulations.
The Committee has carried out the tasks that were considered
necessary with regard to its competence matters set forth in
section 110 of Law no. 26831 and in CNV Regulations, which
included:
1)
External Auditor's Independence
The appointment of the external auditor has been
analyzed.
The proposal of professional services received to audit the
financial statements as of December 31, 2020, has been assessed.
The Board of Directors was suggested to appoint the firm Pistrelli,
Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global
LTD.), (“EY”), as independent auditors for the period
2020.
The fulfillment of the external audit work plans has been analyzed
with the information provided by them in the meetings held to
analyze the quarterly balances and the annual balance.
The independence of the auditing company has been assessed, as well
as its operational policies.
The services provided by the external audit have been analyzed, as
well as the professional fees invoiced, which are considered
reasonable with regard to the services provided.
2)
Internal Control System:
The internal audit has taken part in the Supervisory Committee's
meetings and has produced the reports corresponding to the internal
audit activities set forth by the Annual Work Plan, which was
submitted and produced with a risk approach and focusing on its
effects and impact on the Company's operations and on the
accounting and financial information.
3)
Economic and financial information
The key economic and financial information that the Company
discloses publicly or that it delivers to control agencies has been
analyzed.
2
4)
Risk Management Information
General variables that affect the business regarding the protection
of assets and the company's equity have been assessed.
5) Professional
Fees' Proposal
The Board of Directors' professional fees to be submitted before
the Shareholders' Meeting have been assessed, with the members
abstaining from voting regarding their own fees.
6) Transactions with Related
Parties
The transactions carried out with companies included in section 33
of Law no. 19550 and with related parties defined in section 72 of
Law no. 26831 were assessed in order to define if they are included
in paragraph b) of said section.
7) Conflicts
of interest:
The transactions have been analyzed to decide if they create
conflicts of interest with members of the governing bodies,
shareholders and frontline managers.
8) Other relevant
matters:
Among the most relevant matters assessed by the Committee are the
following:
On March 10, 2020, the Committee: a) assessed the Financial
Statements of the Company as of December 31, 2019; b) considered
the Supervisory Committee's Annual Report from 2019; c) considered
the Action Plan for the 2020 period; d) issued an opinion about the
professional fees of the Board of Director, the Statutory Audit
Committee and the external auditor; e) considered the CNV General
Resolution no. 797/2019. Approval: i) of the general manager
replacement Plan, ii) of the Guidance Plan for new directors, iii)
Appointment of the legal advisory services manager as the Company's
corporate secretary and iv) Dividend Distribution Policy; f)
considered Internal Audit Matters and their compliance and g)
approved the confirmation of the amendments to the Loan Agreements
entered into by the Company and CP Manque S.A.U. and CP Los Olivos
S.A.U.
On March 19, 2020, the Committee pre-approved the total fees for
the professional services offered to the Company and its
subsidiaries by Pistrelli,
Henry Martin y Asociados S.R.L. (Member of Ernst & Young Global
LTD.), as well as the ones already submitted and approved in April
2019.
3
On April 16, 2020, the Committee pre-approved: a) additional fees
to the ones duly pre-approved on April 24, 2019, August 6, 2019,
and March 17, 2020 with regard to the professional services
provided by Pistrelli, Henry Martin y Asociados S.R.L. (Member of
Ernst & Young Global LTD.), as well as the ones already
submitted and approved in April 2019, and b) the total fees for the
professional services offered by Pistrelli, Henry Martin y
Asociados S.R.L. (Member of Ernst & Young Global LTD.) to the
Company and its affiliates corresponding to year 2020.
On April 24, 2020, the Committee considered: a) the Report with the
Result of the 2019 Annual Audit, b) the approval of the
professional services provided to Central Puerto S.A. and its
affiliates by Pistrelli, Henry Martin y Asociados S.R.L. (Member of
Ernst & Young Global LTD.), as well as the ones already
submitted and approved in April 2019, and c) Internal Audit and
Compliance Matters (SOX 404 Certification) 2019.
On May 27, 2020, the Committee considered: a) the Presentation of
the EY Quarterly Report about the Financial Statements as of March
31, 2020, and b) Internal Audit and Compliance Matters
(Integrity).
On June 24, 2020, the Committee evaluated the purchase and
acquisition by the Company of 30% of the shareholders' equity of CP
Renovables S.A. from a minority shareholder, and b) Internal Audit
and Compliance Matters (Integrity).
On June 26, 2020, the Committee pre-approved the additional fees
for the professional services provided to the Company and its
affiliates by Pistrelli, Henry Martin y Asociados S.R.L. (Member of
Ernst & Young Global LTD.), as well as the ones already
submitted on April 16, 2020.
On August 26, 2020, the Committee considered: a) the Presentation
of the EY Quarterly Report about the Financial Statements as of
June 30, 2020, and b) Internal Audit and Compliance matters
(Integrity).
4
On September 4, 2020, the Committee pre-approved: a) additional
fees to the ones duly pre-approved on April 16, 2020, and on June
26, 2020, with regard to the professional services provided by
Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst &
Young Global LTD.) to the Company and its affiliates.
On November 10, 2020, the Committee considered: a) the Presentation
of the EY Quarterly Report about the Financial Statements as of
September 30, 2020, b) Situation of the Company with regard to BCRA
regulations, Communications A 7123, 7133 and 7138, and c) Internal
Audit and Compliance Matters (Integrity).
In order to perform its functions during the 2020 period, the
Committee has received the corresponding reports and the requested
explanations and has no observations to make.
IV.
Work Results
Pursuant to the work performed when carrying out the functions
mentioned in this Annual Report regarding the period ended December
31, 2020, the Committee is able to state the
following:
1)
External Audit
No observations shall be made with regard to the external auditor's
independence, and their performance provided reliability to the
work performed and informed to third parties.
The external auditors' fees during the period ended December 31,
2020, amounted to ARS 20,866,428, as audit services, and to ARS
1,007,724 as tax services.
2)
Internal Control System
No observations shall be made with regard to the work performed
about the administrative accounting systems or internal control
that could affect the information to be submitted before the
Argentine Securities Commission and the markets.
3)
Economic and financial information
The Committee has no material observations to make regarding the
economic and financial information publicly disclosed by the
Company or delivered to control agencies.
5
4)
Risk Management Information
Relevant aspects regarding risk management have been included in
the financial statements reported to the Argentine Securities
Commission.
5)
Fees Proposal
No objections shall be raised regarding the directors' fees for
their consideration in the Shareholders' Meeting.
6)
Transactions with Related Parties
Transactions with related parties were performed under typical and
usual market conditions.
|
Juan José Salas
|
José Luis
Morea
|
Tomás White
|
6
Exhibit
6
CENTRAL PUERTO S.A.
CORPORATE GOVERNANCE CODE
Approved at the Board of Directors’ Meeting dated March 15,
2021
|
Index
|
PAGE
|
|
1.
INTRODUCTION
|
3
|
|
2.
RELATIONSHIP WITH THE COMMUNITY
|
4
|
|
2.1. ACTIONS TOWARDS THE COMMUNITY (CORPORATE SOCIAL
RESPONSIBILITY)
|
4
|
|
2.2.
INFORMATION TO BE SUPPLIED THROUGH THE WEBSITE
|
6
|
|
2.3. RELATIONSHIP WITH SUPPLIERS, CLIENTS AND THE PUBLIC
SECTOR
|
7
|
|
3.
RELATIONSHIPS WITH SHAREHOLDERS
|
7
|
|
3.1. INFORMATION SUPPLY
|
7
|
|
3.2. SHAREHOLDERS MEETINGS
|
8
|
|
3.3 POLICY OF DIVIDEND DISTRIBUTION
|
8
|
|
4.
OPERATIONS BETWEEN RELATED PARTIES UNDER CNV
REGULATIONS
|
8
|
|
5. THE
BOARD OF DIRECTORS
|
8
|
|
5.1. FORMATION. POLICY ON INDEPENDENT MEMBERS
PROPORTION
|
8
|
|
5.2. CORPORATE SECRETARIAT
|
9
|
|
5.3. Committees
|
9
|
|
5.4.
FUNCTIONING AND MEETINGS
|
9
|
|
5.5.
BELONGING TO BOARDS OF DIRECTORS OF OTHER COMPANIES
|
10
|
|
5.6. DECISIONS OF THE BOARD OF DIRECTORS
|
10
|
|
5.7. DIRECTORS INFORMATION DUTY
|
10
|
|
5.9. Conflict of Interest
|
11
|
|
5.10.
Training and Evaluation of directors and managers
|
11
|
|
5.10. Guidance Program for New Directors
|
12
|
|
5.12. Strategy of the Company (Annual Business Plan)
|
12
|
|
6.
SUPERVISORY COMMITTEE
|
13
|
|
6.1.
General Responsibility
|
13
|
|
6.2. Specific responsibilities
|
14
|
|
6.3.
Members and Organization
|
15
|
|
6.4. Meetings
|
16
|
|
7.
STATUTORY AUDIT
COMMITTEE, INTERNAL AND EXTERNAL AUDITORS
|
16
|
|
7.1. Statutory Audit Committee
|
16
|
|
7.2. Internal Auditors
|
17
|
|
7.3. External Auditors
|
18
|
|
7.4.
Independence criteria of external auditors
|
18
|
|
7.5. Remuneration
|
18
|
|
8.
Policies of risk control and management
|
18
|
|
9.
PROCEDURES
|
19
|
|
9.1. Handling of confidential information
|
19
|
|
9.2. Purchase and sale of shares and securities
|
19
|
|
The
company has an Insider Trading Policy.
|
|
|
9.3.
Inquires and Complaints
|
19
|
|
|
|
This
Corporate Governance Code (the “Code”) has been drafted
by the Legal Counseling Department of Central Puerto S.A.
(“CPSA”
or the “Company”) and was
approved at the Board of Directors’ Meeting of the Company on
November 7, 2013 and it was updated on March 10, 2017, December 27,
2018 and March 10, 2020.
Although
the purpose for the preparation of this Code was to comply with the
regulations in force which apply to CPSA, this Code sets forth
standards for the better administration and control of the Company
and its relationships with its subsidiaries and/or affiliates, in
order to increase its reliability and value, as well as to
encourage the administrators’ production of the information
specifically linked to the management of the Board of Directors,
for the benefit of its shareholders and the market in
general.
Therefore,
beyond complying with the legal framework within which the Company
develops its activities, these standards stem from the need for
greater transparency in corporate governance, facilitating
relationships within the capital market, improving business
management and the management of the risks inherent to the
Company’s management, and they also allow for the reduction
of transactional costs and the identification and resolution of
potential conflicts of interest.
The
Code includes recommendations on “good governance”
which have already been adopted in international corporate practice
and which we have adapted to the Argentine legal framework and to
the context and business practices in force in
Argentina.
The
Code shall be applied by CPSA as it is a company admitted to public
offering and due to the fact that the constant increase of
information produced by open companies has been verified as a
universal tendency.
The
recommendations and guidelines set forth in the Code are fully
compatible with the Business Entities Act No. 19500, the executive
orders and regulations in force established by CNV (Argentine
Securities Commission), CPSA’s Bylaws, CNV General Resolution
797/19 and Law No. 26831 of Capital Market.
The
Code sets forth an adequate management and control system so that
the Company can concentrate on the generation and maintenance of
its values and principles, aimed at creating a clarity and
wellbeing environment for the success of the Company.
The
Company believes that the existence of a Code as this one shall be
appreciated as a valuable element in the scope of the companies
authorized to publicly trade their shares. Moreover, it is
attractive for potential investors, who will constantly be
presented with clear and accurate information about the operation
of corporate business.
The
Company intends to periodically revise the Code, in order to
include new principles regarding issues under its scope and
adapting its guidelines and recommendations to the regulations that
may be issued in the future in that regard.
3
The
Company shall develop actions towards the community which, in
addition to the applicable legislation, contribute to a respect
culture of the Company towards the community.
For
such purposes, the Company is focused on the development of
environmental and social policies which comply with the legal
regulations in force and international standards.
In
addition, the Company has a Code of Business Conduct
(“CDCE”). That document
contains the good practices that the directors, managers and
employees of the Company must comply with when developing their
operations and activities. These good practices include: (i) the
relationship with clients, shareholders, suppliers, the public
sector and employees; (ii) intellectual and industrial property and
privileged information; and (iii) Conflict of
Interest.
2.1.1. Environmental policy
The
Company shall verify, through the Board of Directors, the
implementation and compliance with those mechanisms aimed
at:
a)
Controlling
compliance with all the regulations applicable to the Company
regarding environmental issues and promoting environmental
evaluation and improvement programs pursuant to international
standards, provided costs are reasonable in relation to the
benefits obtained
b)
Fostering a healthy
and sustainable environment management in order to help control the
impact of their activities, products and services on the
environment
c)
Ensuring compliance
with policies that emphasize prevention of environmental pollution
through the use of clean technologies and a proper handling of
industrial waste
d)
Continuing
developing environmental administration systems in its processes
and tending towards the handling of clean technologies in the
different productive stages, provided the costs are reasonable,
with the active participation of employees, suppliers and third
parties
e)
Establishing
efficient systems of low generation, high elimination, safe and
responsible industrial waste enclosure or
recirculation
4
f)
Developing,
designing, operating facilities, developing activities and
providing its products and services, through the efficient use of
energy and other inputs, the sustainable use of renewable resources
and minimizing adverse environmental impacts
g)
Adopting mechanisms
to educate on and promote environmental management, the proper use
of industrial waste, sustainable development and clean technologies
among its employees, suppliers, contractors and the community
within which it operates, and providing and promoting environmental
courses and audits
2.1.2.
Integrity Plan
We
consider integrity as a fundamental element to develop commercial
activities. It implies that the personnel of the Company act with
loyalty, honesty, transparency and to strictly comply with the
governing national and international legislation and standards. For
this reason, the Company has developed an Integrity Plan (the
“Program”).
The
Program was created as a tool that enables the strengthening of
CPSA’s commitment to the best ethical, legal and professional
standards in order to increase and defend the Company’s
reputation. To that effect, it defines a series of preventive
measures towards criminal liability in the business
environment.
An
employee of the Company is responsible for the development,
coordination and supervision of the Program, who is appointed
Compliance Officer by the Board of Directors. The Compliance
Officer periodically reports to the Supervisory Committee about the
development of the Program and its efficiency. Once the Program is
approved by the Board of Directors, the Compliance Officer is
responsible for the coordination, supervision and compliance with
the Program and he/she must report: (i) the follow-up of its
implementation and any news regarding compliance with the Program
to the Supervisory Committee on a regular basis; and (ii) to the
Board of Directors, at their request or when the specific
circumstances of the case require so.
The
Supervisory Committee periodically requires a report on the
implementation of the Program from the Compliance Officer.
Nowadays, this Program contains a Compliance Risk Mapping, and it
is formed by different policies, in addition to the
CDCE:
a)
CDCE
b)
Antifraud
policy
c)
Hospitality and
gifts policy
d)
Donations
policy
e)
Insider Trading
policy
f)
Relationships with
the public sector policy
g)
Due diligence
procedure towards third parties and adherence to the Integrity
Program
In
addition, the Program includes procedures to deal with situations
such as anonymous complaints.
a)
Complaints
treatment
5
2.1.3.
Corporate Social Responsibility
CPSA,
to the extent of its possibilities and without putting its
shareholders and creditors at risk, shall ensure the development of
programs to improve the quality of life of the community where it
is located, with the additional purpose of promoting the
participation of the individuals connected with the Company in
projects of public interest.
The
Company has a website www.centralpuerto.com
through which it informs its shareholders, potential investors and
the market in general about economic and financial facts and
relevant facts related to its activities, and it also makes access
to information easier.
The
information on the Company’s website complies with the
highest standards of confidentiality and integrity and ensures the
storage and registration of information.
2.2.1. Minimum contents
The
information supplied through the Company’s website shall
include, at least, the following:
a)
The Company’s
Bylaws
b)
Financial
Statements for the period and for the year corresponding to the
last three periods, together with the reports prepared by external
auditors and the Statutory Audit Committee
c)
The formation of
the Board of Directors and the Supervisory Committee
d)
Calls to
Shareholders’ Meetings
e)
The decisions
adopted at the Shareholder’s Meetings
f)
Technical
information regarding generation power plants and installed
power
g)
A mention of the
following websites as sites of interest: the Argentine Securities
Commission (CNV), the Buenos Aires Stock Exchange, the New York
Stock Exchange (“NYSE”); the Securities
Exchange Commission (“SEC”); the Argentine
Secretariat of Energy, Compañía Administradora del
Mercado Mayorista Eléctrico S.A. (“CAMMESA”) (Wholesale
Electricity Market Administration)
In
addition, the website shall contain the relevant information whose
dissemination is required by the CNV, the Buenos Aires Stock
Exchange, the SEC and the NYSE.
2.2.2.
Updating
CPSA’s
Head of Investors Relations shall be in charge of the
Company’s website.
The
website will be updated should any change arise that justify such
update. Each department must inform such circumstance when facts
which must reported in the website occur.
This
way, through the Company’s website, shareholders are
guaranteed equal access to non-confidential and relevant
information for decision-taking at the meetings of the Company. In
addition, the website establishes proper mechanisms for direct
consultation from the community about any inquiries regarding the
Company. Therefore, any interested shareholder or investor can
submit all queries deemed necessary to the Head of Investors
Relations by email, telephone or a meeting in person. The Company
has a specialized area to respond shareholders and other
investors’ queries.
6
2.2.3. Controls
The
Company has adopted mechanisms that guarantee that the information
transmitted through electronic means complies with the highest
standards of confidentiality and integrity. There are necessary
control mechanisms regarding the safety and access to the website
for the achievement of such purposes.
The control policies and mechanisms of the Company on the
relationships with its clients, suppliers and the public sector
have been designed to train all its personnel regarding not making
undue payments aimed at obtaining a benefit, no matter which
transaction is being negotiated.
The
Company shall base its relationships with its suppliers on
legitimate, efficient and reasonable practices. The characteristics
of these relationships are set forth in the CDCE and other
policies.
At all
times, the Board of Directors guarantees the existence of a fair
treatment among all it shareholders. For such purpose, it shall
protect all the minority shareholders’ rights in strict
compliance with the mechanisms established in the Business Entities
Act and the regulations set forth by CNV, SEC and NYSE, which are
sufficient to foster the attendance and participation of minority
shareholders at Shareholders’ Meetings.
This
way, all CPSA’s shareholders:
a)
Have effective and
economic mechanisms to be represented at Shareholders’
Meetings; and
b)
Can access publicly
available information of the Company in a timely and integral
manner
Therefore,
all shareholders shall have sufficient information in order to
consider, approve or reject all matters submitted to decision,
through their participation in the Shareholders’
Meeting.
Additionally,
shareholders shall have access to relevant information through the
website www.centralpuerto.com.
Such website shall contain the relevant information whose
dissemination is required by CNV, SEC, Buenos Aires Stock Exchange,
and NYSE.
7
The
Company complies with all provisions set forth in the Business
Entities Act, CNV regulations and the Bylaws regarding the
Shareholders’ Meetings mechanisms to guarantee the rights of
all shareholders and their fair treatment, regulating the practical
aspects related to:
a)
The
call
b)
The
Agenda
c)
The mechanisms to
communicate the shareholders’ attendance and their adequate
representation
d)
The disclosure of
information
e)
Representation
mechanisms
Lastly,
it is guaranteed that shareholders shall not face difficulties to
vote through their proxies.
At the
Board of Directors’ meeting dated March 10, 2020, a Dividend
Distribution Policy was approved.
The
Company has a Policy of Transactions with Related Parties, which
has been approved by the Supervisory Committee on August 10, 2018.
In addition, the Internal Audit department monitors compliance with
such policy and, should it detect an operation that does not fall
within the parameters, such is reported to the Supervisory
Committee.
All the
Company’s business, activities and matters are and will be
managed in accordance with the policies and the guidelines
established by the Board of Directors.
The
general and specific responsibilities of the Board of Directors are
set forth in Law No. 19550 and the Company’s
Bylaws.
At all
times, the Board of Directors must perform its operations in strict
compliance with its duties of loyalty and diligence.
a)
Formation
Pursuant
to the Bylaws, the Company’s management and administration
shall be in charge of a Board of Directors, formed by eleven (11)
directors and eleven (11), or less, deputy directors, as
established at the Shareholders’ Meeting.
8
In
accordance with the applicable regulations and to the effects of a clear externalization
of the Company’s issues, the Board of Directors has a
sufficient number of independent directors.
b)
Proportion of independent directors
It is established as a Company’s policy that the proportion
of independent directors in the Board of Directors shall be of at
least a third of the total number of Board of Directors’
members.
All reports to the CNV informing the appointment of directors must
include in detail the quantity and proportion of independent
directors, executives and non-executives.
The
Corporate Secretariat of the Company’s Board of Directors
must assist the Chairman of the Company in the effective
administration of Board of Directors, collaborating with the
communication between shareholders, the Board of Directors and the
General Management.
In
addition, the Corporate Secretariat must implement and monitor the
effectiveness of the corporate governance practices.
The
Legal Manager of the Company shall be in charge of the Corporate
Secretariat.
With
the exception of the Supervisory Committee and the provisions
established in the following paragraph, the Board of Directors has
decided that it is not necessary to form specific committees in the
Board of Directors; therefore it shall perform its duties in an
effective and efficient manner without the need of
committees.
Regarding
the compensation system of managers and other key personnel, a
Remuneration Committee is established and it shall be formed by the
Chairman of the Board of Directors, the General Manager and the
Human Resources Manager.
The
Chairman of the Board of Directors shall draft the Agenda of the
Board of Directors’ meetings, where he/she shall include all
those issues whose consideration has been requested by the General
Manager or other directors.
At each
Board of Director’s meeting, the following must be included
as items on the Agenda:
a)
Analysis of new
situations that may affect the business
b)
Analysis of the
reports prepared by the General Manager and the main managers about
strategic, operational and performance aspects
Should
the General Manager not be a member of the Board of Directors,
he/she must participate in the meetings.
9
In its
entirety, the Board of Directors shall debate about all the matters
it considers relevant for the Company’s
business.
The
Board of Directors has determined that there are no limitations
regarding directors of the Company performing duties in other
entities, provided such entities in which they act as directors are
not the Company’s competitors. In all cases, they shall be
subject to the incompatibilities established in Sections 264, 273
and 286 of the Business Entities Act.
When
considering the topics to be dealt with by the Board of Directors,
a thorough analysis thereof must be performed based
on:
a)
Strategic framework
and proposal value
b)
Financial
implications
c)
Risks
d)
Availability of
resources
e)
Synergy with other
activities of the Company
f)
Perception of
shareholders and the market
g)
Contingency plans
and environmental aspects
The
Board of Directors’ Minutes shall include the
following:
a)
The key elements of
the debate
b)
The statements of
personal interest of the directors
c)
The votes of the
directors for each topic
d)
The decisions taken
and the facts and rationale for them
e)
Action plans and
assignment of tasks
Even
outside the Board of Directors’ Meetings, directors must be
kept informed about the business of the Company through the
following:
a)
Conversations with
the Chairman, other directors, the General Manager and external and
internal auditors
b)
Review of the
material which is sent before the meetings, so that they are able
to prepare for the meetings in advance and even be able to pose
questions to the general management or the corresponding
management
c)
The material sent
to the directors, prior to any meeting, may include the following,
as appropriate, and subject to the topics of the
Agenda:
(i)
Drafts, Agendas and
Minutes of previous meetings
(ii)
Financial,
non-financial and internal control reports
(iii)
Media reports and
reports prepared by analysts
(iv)
Any other
information to prepare for the meetings beforehand
10
The
General Manager and other managers shall provide all information
relevant to the case, in a timely and appropriate manner, so that
the directors can analyze the topic to be addressed.
The
Chairman, through the Corporate Secretariat of the Company, ensures
that all directors receive the information and documentation
necessary for the consideration and decision of the topics to be
considered.
5.8. Remuneration
The
remuneration levels shall be sufficient to lure and keep competent
directors.
The
directors’ remuneration shall be determined at the
Shareholders’ Meeting when their performance is
approved.
In no
case, shall the fees global amount of the directors exceed the
limits established in Law No. 19550 and CNV
Regulations.
The
fees advances of the directors are defined by the Board of
Directors, together with the percentage increase of the General
Manager’s monthly remuneration, as long as it differs from
the periodic percentage adjustment for the employees of the
Company.
Through
the CDCE, which forms part of the Integrity Program, the Company
has implemented effective mechanisms to facilitate the prevention,
handling and spreading of the conflicts of interest that may occur
among shareholders, key executives, stakeholders and members of the
Board of Directors.
The
directors may enter into agreements with the Company only regarding
activities included in its corporate purpose and under market
conditions, pursuant to Law No. 26831 and CNV
Regulations.
The
directors and the executives shall inform their personal interests
related to the decisions submitted for their
consideration.
The
Company has decided not to implement a formal annual evaluation
procedure based on the Business Entities Act, which establishes
that it is at the Shareholders’ Meeting that the Board of
Directors’ performance is annually evaluated. The results of
the Board of Directors’ performance are annually presented on
the Company’s Annual Report and, regarding the Supervisory
Committee, through the Supervisory Committee’s Annual Report,
which is considered by the Company’s Board of Directors.
Moreover, and at least quarterly, the Company’s performance
and indirectly the Board of Director’s performance are
evaluated on the Performance Report.
11
As
needs appear in the Company, as well as needs regarding the
directors’ role and responsibility, the training of the
members of the Board of Directors is defined. Such training may be
entrusted to external counselors or internally to the
Company’s personnel.
Managers
The
Board of Directors shall generally approve a general policy of
selection, evaluation and remuneration of managers, on the basis of
a particular report prepared by the Manager of Human
Resources/Remunerations Committee.
As
needs stem from the development of the activities by the Company,
the General Management shall define training for the first level
managers. Moreover, the Board of Directors shall evaluate the need
to implement a continuous training plan for first level managers
regarding Corporate Governance.
The
Board of Directors shall verify the general management’s
performance and compliance with the objectives set when considering
the performance reports and the approval of the Company’s
Financial Statements.
Guidance
is an important phase to ensure that the new appointed directors
are informed on the relevant aspects of the Company and mainly on
its governing bodies. Moreover, it is important to guide and inform
the new directors on the rights and obligations that are related to
the performance of the role to which they were
appointed.
To such
end, the Board of Directors has approved the “Guidance
Program for New Directors”. The Corporate Secretary is in
charge of implementing it.
The
Company’s general policies and strategies are approved by the
Board of Directors. The Board of Directors considers and approves
the Annual Business Plan (“Annual Plan”), which is
prepared by the general management and involves control policies on
the handling of the Company’s matters; an annual budget;
operations and mechanisms planning to control the performance of
the general management and compliance with objectives.
5.12.2. Preparation
The
Annual Plan and the Performance Reports are prepared by the
Company’s Management.
5.12.3. Approval
The
Annual Business Plan is considered and approved by the
Company’s Board of Directors.
12
5.12.4. Compliance. Supervision
The
Board of Directors shall be the body in charge of compliance with
rules and policies established in the Annual Plan.
It
shall be appointed by the Board of Directors to perform the
following:
a) To
give its opinion regarding the appointment of the external auditors
to be hired by the Company and to safeguard their
independence;
b) To
supervise the functioning of the internal control system and the
administrative-accounting system, as well as the reliability of the
former and of all the financial information or other significant
facts submitted before CNV and the markets, in compliance with the
applicable reporting regime;
c) To
supervise the application of policies on information regarding the
Company’s risk management;
d) To
give its opinion regarding the reasonableness of the proposals of
fees and share options of the directors and managers of the Company
that the management body may formulate;
e) To
give its opinion regarding compliance with legal requirements and
the reasonableness of the issuance conditions of shares or
securities convertible into shares in case of capital increase,
excluding or limiting the right of first refusal;
f) To
verify compliance with behavior regulations that may
apply;
g) To
give a grounded opinion regarding the operations with related
parties in the cases established by Law No. 26831 and CNV
Regulations and as per the Policy on transactions with related
parties. To give a grounded opinion as the CNV may determine every
time there is or there may exist a reputed conflict of interest in
the Company.
Annually,
the Supervisory Committee shall prepare an Action Plan for the
fiscal period to be reported. The directors, managers and members
of supervisory bodies shall attend the Committee’s meetings
at the request of its members.
13
The
Supervisory Committee shall do the following:
a)
To annually review
and evaluate the audit performance and the Corporate Governance
Code, and to summit before the Board of Directors the amendments
for their approval
b)
To review and
analyze, together with the Management and the internal and external
audit team, the following:
(i)
The quality and
application of key accounting principles and
practices;
(ii)
The internal
control system and the policies related to the evaluation and
management of risk;
(iii)
The effects of
regulatory and accounting changes on financial
statements;
(iv)
All operations,
agreements and relevant commitments and all other non-consolidated
relationships of the Company with entities, which relationships may
have a material effect, present or future, on the financial
statements;
(v)
All pro-forma
information and proposal to be included in the financial statements
and/or for their disclosure to third parties;
(vi)
Audited annual
financial statements, interim financial statements and all other
accounting-financial information to be provided to third
parties;
c)
To analyze general
policies of management and risk management. To monitor the risks of
the Company and to communicate the Board of Directors on the
results.
d)
With the support
from external and internal auditors as the case may be, to review
relevant changes to the internal controls, including factors that
may significantly affect their effectiveness
e)
To periodically request the Compliance Officer a report on the
implementation of the Integrity Program and to approve plans, codes
or procedures that may be incorporated as annexes to the Integrity
Plan; and at least every six months, to inform the Board of
Directors on the news related to the implementation and updating of
the Integrity Program
f)
Together with the
Legal Counseling Department, to review all legal matters that may
affect the financial statements of the Company.
g)
Regarding the
external auditor:
(i)
To annually
evaluate the eligibility, independence and performance of the
auditor and of the members of the audit team, including rotation
policies of the auditor in charge and of the second-partners
reviewers;
(ii)
The Supervisory
Committee considers whether the services of the External Audit
comply with SEC and CNV standards. The Supervisory Committee shall
perform an annual review of the commitment, the efficiency and
independence of the external auditor’s work. This review
shall be made based on the information provided by the different
Managements of the Company that interact with the external auditors
and have the necessary knowledge to define their compliance as per
the exposed parameters. Such review shall be later submitted to the
Supervisory Committee as a report to then be considered by the
Board of Directors.
14
(iii)
To analyze with the
auditor all relationships or services that may affect his/her
impartiality and/or independence; as part of this responsibility,
the Supervisory Committee shall pre-approve audit services and
others that the independent auditor may render so as to ensure that
the services do not affect the auditor’s independence in
accordance with the “Pre-approval policy and the Procedure
Memorandum for audit services, services related to audit and tax
services” opportunely adopted by the Supervisory
Committee;
(iv)
To facilitate the
resolution of all disagreements between the auditor and
Management;
(v)
To review the
documentation submitted by auditors and to make queries to the
partner of the audit firm that it may consider
relevant;
h)
Together with the
audit team, to analyze the following:
(i)
The difficulties
informed by the auditor when performing the audit, including the
limitations to the scope of work or access to the required
information;
(ii)
Accounting
adjustment and reclassifications identified or proposed by the
auditor and that had not been recorded;
(iii)
Matters related to
accounting and auditing aspects that may appear during the
development of the work;
(iv)
Matters identified
or problems stemming from the responses of Management to such
adjustments, communications or letters, and
(v)
The annual audit
plan
i)
Regarding the
internal audit:
(i)
To review and
approve annual audit plans, which shall include monitoring
activities of their implementations, effectiveness and resources
allocation for their execution, as well as the analysis, prevention
and detection of frauds and broad focus on the evaluation of the
Company’s internal control. The Audit Plan covers audit and
compliance activities executed by the Audit and Compliance
Department. It is prepared based on risks weighed by impact and
occurrence probability.
(ii)
To review the
responsibilities, structure, eligibility and budget of the task;
and
(iii)
To review the
reports, plans for corrective measures and reports on
compliance
The
Supervisory Committee shall be formed by three directors. The
majority of its members shall be independent
directors.
Each
member shall be sufficiently eligible and have experience in
accounting, audit and finances matters and risk management. One of
them shall be appointed “financial
expert”.
The
Committee shall regularly inform the Board of Directors on the
actions made and the topics analyzed in its meetings.
Any
director may propose the members of the Supervisory Committee. The
appointment shall be made in accordance with the majorities
established in the Bylaws of the Company for the Board of
Director’s decisions.
15
The
Committee shall meet at least once every three months; or more
often should the circumstances require so. To the extent possible,
the Committee shall meet with the manager responsible for the
administrative-financial management and other members of management
(as considered appropriate), and with the internal and external
auditor, in joint or separate sessions.
The
Statutory Audit Committee shall have the following powers and
obligations exclusively limited to legal and accounting aspects,
without participation in business management, administration,
financing, trade and/or production since these are matters under
the exclusive scope of the Board of Directors:
a)
To supervise the
management of the Company. To such effect, it shall examine the
books and documentation when it deems it proper and, at least, once
every three (3) months.
b)
To verify in the
same manner and with the same frequency availabilities and
securities, as well as obligations and their compliance. It can
request the preparation of balance sheets to verify
so.
c)
To attend with
voice, but without vote the Meetings of the Board of Directors, of
the Supervisory Committee and of the Shareholders. It shall be
called for all of them.
d)
To control the
formation and survival of the directors’ guarantees and to
demand the measures necessary to correct any
irregularity
e)
To submit before
the Shareholders’ Meeting a written and grounded report on
the economic and financial situation of the Company, ruling on the
Annual Report, the Inventory, the Balance Sheet and the Income
Statement
f)
To provide
shareholders representing no less than 2% (two percent) of share
capital, whenever they request so, information on the matters under
its scope
g)
To call Special
Meetings, when deemed necessary; and Shareholders’ Meetings
of special character when the Board of Directors omits
so
h)
To cause to include
in the Agenda of the Shareholders’ Meeting the items it
considers appropriate
i)
To watch that the
social bodies duly comply with the law, the Bylaws, the Code and
the decisions taken at the Shareholders’ Meeting
16
j)
To supervise the
Company’s liquidation
k)
To investigate the
complaints made in writing by shareholders representing no less
than 2% (two percent) of capital share. To mention them in a verbal
report at the Shareholders’ Meeting and to express the
corresponding considerations and proposals in that regard. To
immediately call a Shareholders’ Meeting to decide on such
matter when the investigated situation is not adequately treated by
the Board of Directors and it is deemed necessary to act
urgently.
The
Company has an internal audit department with direct report line to
the Supervisory Committee and the General Management.
The
internal auditors are responsible for the examination of the
internal control system and for improvement
recommendations.
This
task is currently performed by employees.
All the
members of the internal audit department are professionals in the
Economic Sciences area and are highly qualified in internal audit,
ethics, risk management and compliance. The Company has a training
budget for the department and selects first level entities and
universities for the necessary training activities. Moreover, all
the members of the internal audit department are members of the
Institute of Internal Auditors (IAIA) and the Argentine Ethics
Association and Compliance. The internal audit department is
independent from management and it reports directly to the
Supervisory Audit Committee and the General
Management.
The
generally accepted internal audit regulations shall be complied
with, which regulations are included in the Internal Audit Policy,
identified as PD AU-001. Such document details the internal audit
department’s functions, assigns roles and responsibilities
and develops an internal audit methodology.
Its
specific responsibilities are the following, among
others:
a)
To review the
reliability and the integrity of the Company’s operative
information and the procedures implemented to identify, measure,
classify and disclose such information
b)
To review the
systems established to ensure compliance with such policies, plans,
procedures, laws and regulations that may have an important effect
on the operations and reports of the Company, as well as to
determine if such complies with them
c)
To review the means
used to safeguard and verify the existence of the Company’s
assets
d)
To review the
operations or programs so as to verify whether they were carried
out as per the plans
17
7.3. External
Auditors
The
Company shall hire highly qualified independent external auditors
that provide higher reliability to the financial information and
other type of information issued by the Company to external users,
according to generally accepted audit standards.
External
auditors shall comply with the independence conditions established
by Technical Resolution No. 34 of FACPCE, and in all other
regulations that the authorities controlling the professional
license may introduce, as well as those stated in CNV and SEC
Regulations.
For all
the services obtained from the external auditor, the Supervisory
Committee shall consider if such services comply with SEC and CNV
Regulations.
The
remuneration of the Statutory Audit Committee’s members shall
be determined at the Shareholders’ Meeting.
Should
the internal audit tasks be performed by employees, such will be
part of the obligations of the Company’s personnel and the
remuneration shall be the one established in the Employment
Contract.
The
remuneration of external auditors shall be annually determined and
approved by the Board of Directors, the Supervisory Committee and
at the Shareholders’ Meeting, as appropriate.
Control
policies are oriented to the prevention during the management of
social business and the development of the Company’s
activities and the posterior verification of such regarding the
correct use of human, material and financial resources of the
Company.
The
objectives of such policies are the following:
a)
Effectiveness and
efficiency of the operations
b)
Reliability of
financial and management reports
c)
Compliance with
applicable legal, bylaws and internal regulations
So as
to achieve the outlined objectives, a risk evaluation shall be
carried out at least once a year. It shall analyze the variety of
risks the Company faces, from external and internal sources. The
General Management together with first level managers shall perform
this analysis before the preparation of the Business Annual Plan,
and they shall prepare a Risk Map weighing each of them by Impact
and Occurrence Probability.
In
conclusion, the policies are oriented to achieving the
Company’s goals regarding the performance and economy of
resources, the prevention of loss of them and to ensure reliable
financial reports.
18
All
Policies are dully disclosed and communicated to the personnel by
different means.
At all
times, the Company shall focus on the protection of confidential
information. This shall also be the responsibility of all its
personnel.
Employees,
managers, directors and members of the Statutory Audit Committee of
the Company have been taught regarding the duty of confidentiality
that they must follow regarding the information and/or
documentation bearing such character that they may
receive.
This
duty of confidentiality shall not be applied when the disclosure of
confidential information and/or documentation is mandatory in
accordance with the regulations and laws in force, or when such is
required by a judicial and/or administrative authority with
sufficient powers in that regard.
The
Company has a Complaint Treatment Policy, which is an integral part
of the Integrity Program.
19
Exhibit 7
EXHIBIT III
General Resolution No. 797 of the Argentine Securities
Commission
A) DUTIES OF THE BOARD OF DIRECTORS
|
Principles
I. The company shall be led by a
professional and trained Board of Directors, which shall be in
charge of founding the bases necessary to ensure the sustainable
success of the company. The Board of Directors is the guardian of
the company and of the rights of all its Shareholders.
II. The Board of Directors shall be in
charge of determining and promoting corporate culture and values.
In its performance, the Board of Directors shall ensure compliance
with the highest ethical and integrity standards in the best
interest of the company.
III. The Board of Directors shall be in
charge of ensuring a strategy inspired in the vision and mission of
the company, which shall be aligned with its values and culture.
The Board of Directors shall be constructively involved with
management to ensure the correct development, execution, monitoring
and change of the company’s strategy.
IV. The Board of Directors shall exert
permanent control and supervision of the company’s
management, ensuring that management takes actions directed at the
implementation of the strategy and business plan approved by the
Board of Directors.
V. The Board of Directors shall count
with the necessary mechanisms and policies to perform its duties
and the ones of each of its members in an efficient and effective
way.
|
Recommended Practice (“RP”) 1. The Board of Directors
generates a work ethics culture and establishes the vision, mission
and values of the company.
Central
Puerto S.A. Board of Directors (hereinafter, the
“Company”
or “CPSA”
indistinctly) approved the following: a) the Code of Corporate
Governance (“CGS” for its acronym in
Spanish) 10/3/2017, which was updated on 27/12/2018 and 10/03/2020,
and b) the Integrity Plant
(the “Program”) dated
13/8/2018, which includes the Code of Corporate
Governance (“CDCE”).
The CDCE is the result of the good practices
directors, managers, heads and all the personnel must follow when
performing their business operations and during the development of
their activities. Among these, the following stand out: (I) the
relationship with clients, shareholders, suppliers, the public
sector and employees; (ii) intellectual and industrial property,
and proprietary information; and (iii) conflict of
interest.
1
A
printed copy of the CDCE was distributed to the employees, and it
is also published in the Company’s intranet and
website.
CPSA has defined the mission,
vision and values, which are described as
follows:
Mission: To produce electrical
energy in an effective and efficient way, contributing to the
supply of electrical demand with quality, and managing business in
a way so as to create value for the Company as well for society, in
a sustainable way and in harmony with the
environment.
Vision: To be recognized as the
leading company in the production of electrical energy in
Argentina, for its participation in the market, and for the
excellence in the operation and profitability. To accompany the
technological evolution of the industry at the national, regional
and world level, adapting its asset portfolio to such
evolution.
Values: a) To manage the
quality of its processes to ensure an adequate availability,
reliability and safety in the production of its generation units so
as to satisfy its clients requirements, b) To manage safety and
health at work preserving the integrity of people and its goods and
of third parties’, c) To develop an environmental management
aimed at the sustainable development, d) To maximize the value of
its shareholders investment in a sustainable way in time, as well
as having in mind the general responsibilities of the Company, e)
To promote the development of its human capital, not only as better
professionals but also as better persons.
RP 2. The Board
of Directors sets the general strategy of the company and approves
the strategic plan developed by management. Doing so, the Board of
Directors takes into consideration environmental, social and
corporate governance factors. The Board of Directors supervises its
implementation through the use of key performance indicators and
taking into account the best interest of the company and all its
shareholders.
The Company’s general
policies and strategies are approved by the Board of Directors. The
Board of Directors considers and approves the Annual Business Plan
(“Annual
Plan”), which is prepared by the general management
and involves control policies on the handling of Company’s
matters; an annual budget; operations and mechanisms planning to
control the performance of the general management and the
compliance with objectives.
In
the Performance Reports (the “Performance Reports”),
the evolution of the Annual Plan is
presented.
2
To such
end, the Board of Directors meets to consider the Performance
Report for each month or previous months, as appropriate. Moreover,
in such meetings, the decisions central to the Company’s
management are taken, compliance with set objectives are assessed
and reviewed; and, if necessary, the deviations from the approved
budget. Monitoring of the different business variables, such as
economic, financial and environmental, as well as the consideration
of the reports made by the external and/or internal auditors and/or
hired consultants, is part of this analysis.
RP 3. The Board of Directors supervises management and ensures that
it develops, implements and keeps an adequate internal control
system with clear report lines.
The
Board of Directors verifies the General Management’s
performance and compliance with the goals set when considering the
Performance Reports and the approval of CPSA’s Financial
Statements. Under the supervision of the Supervisory Committee, the
General Management, together with Managers and the Company’s
employees, has implemented a robust and effective internal control
system under COSO (Committee of
Sponsorship Organization of the Treadway) parameters and
standards, so as to provide a reasonable safety degree regarding
the pursuit of objectives within the following categories: Efficacy
and efficiency of operations; Reliability of the financial
information and Compliance with laws, regulations and standards
applicable.
All the
financial origin information reviewed, discussed and approved by
the Board of Directors is based on safety, reliability and
robustness provided by COSO framework.
RP 4. The Board of Directors designs the structures and the
practices of corporate governance, appoints the responsible one for
its implementations, it monitors their effectiveness and suggests
changes, should they be necessary.
The
Company’s Board of Directors approved the CGS (Code of
Corporate Governance, which includes the structures and practices
of corporate governance), making the adaptations it considered
necessary and appropriate; and it has annually considered the CGS
Code, as the General Resolution No. 622/2013 of the Argentine
Securities Commission (“CNV”).
As per
decided at the Board of Directors’ meeting on March 10, 2020,
the Board of Directors has appointed the person to act as Manager
of the Company’s Legal Counseling giving him the duties of
Corporate Secretary of the Company, who will implement and monitor
the effectiveness of the corporate governance practices through the
revision and updating of the Corporate Governance Code and the
Report stated in CNV General Resolution No. 797/19, as well as to
ensure its compliance with the exercise of its duties as described
in answer to RP 9 and 14. The Legal Counseling Manager is also the
Head of Market Relations, under the terms of Law No. 26 831 and CNV
Regulations.
RP 5. The members of the Board of Directors have enough time to
exercise their duties professionally and efficiently. The Board of
Directors and its committees have clear and formalized rules for
its functioning and organization, which are spread through the
Company’s website.
3
The
members of the Board of Directors are recognized people in the
business area and have extensive experience, as well as knowledge
and proper professional training for the performance of their
duties.
The members of the Board of Directors have a high level of
attendance to the Board of Directors’ and Committee Meetings
they participate in. The functioning rules of the Board of
Directors are established in the Company’s Bylaws, which
is published on the Company’s website and in the Argentine
Business Entities Act.
Regarding
the functioning of the Supervisory Committee, the Board of
Directors approved the Supervisory Committee Internal Regulations
on 9/5/2003. And it was amended on 5/3/2015 and 5/8/2015. The
Internal Regulations were promptly submitted before the
CNV.
B) CHAIR IN THE BOARD OF DIRECTORS AND CORPORATE
SECRETARIAT
|
Principles
VI. The Chairman of the Board of
Directors is in charge of ensuring effective compliance with the
duties by Board of Directors and of leading its members. The
Chairman must generate a positive work dynamics and promote the
constructive participation of the Boards’ members, as well as
ensuring the members count with the necessary elements and
information for taking decisions. Such also applies to the Chairs
of each Board of Directors’ Committee regarding the task
under their scope.
VII. The Board of Directors’
Chairman shall lead processes and establish structures searching
for commitment, objectivity and competition among members of the
Board of Directors, as well as the improvement of the bodies’
functioning in its entirety and its evolution as per the needs of
the company.
VIII. The Board of Directors’
Chairman shall ensure that the Board of Directors in its entirety
is involved and responsible for the general manager’s
succession.
|
RP 6. The Chairman of the Board of Directors is responsible for the
good organization of the Board of Directors’ meetings, the
preparation of the agenda -ensuring the collaboration form the rest
of the members and ensuring that they receive the materials in a
timely manner so that they can participate in an efficient and
informed way in the meetings. The Committees’ Chairmen have
the same responsibilities for their meetings.
CPSA’s
Chairman, as per CGS, defines the Agenda for the Board of
Directors’ Meetings, in which all the matters whose
consideration has been requested by the general manager or other
directors are included.
4
The
Chairman, through the Corporate Secretary of the Company, ensures
that the Directors receive the information and the documentation
necessary for the consideration and decision of the matters to be
considered.
RP 7. The
Board of Directors’ Chairman ensures the correct internal
functioning of the Board of Directors through the implementation of
formal procedures of annual assessment.
Up to
date, the Company has not implemented a formal annual assessment
since in accordance with the Argentine Business Entities Act, it is
at the Shareholders’ Meeting that the Board of
Directors’ performance is annually assessed. The results of
the Board of Directors’ performance are annually presented on
the Company’s Annual Report and, regarding the Supervisory
Committee, through the Supervisory Committee’s Annual Report,
which is considered by the Company’s Board of Directors.
Moreover, and at least quarterly, the Company’s performance
and indirectly the Board of Director’s performance are
evaluated on the Performance Report.
Notwithstanding
the foregoing, during the ongoing period, the implementation of
annual assessment procedures will be proposed.
RP 8. The Chairman generates a positive and constructive working
space for all the members of the Board of Directors and ensures
they receive continuous training to keep updated and to comply with
their duties correctly.
The
Chairman of the Board of Directors generates a positive and
constructive working space for all the members of the Board of
Directors. The directors of the Company, even outside the meetings
of the Board, shall be kept informed about the business of the
Company. To that end, they may have conversation with the Chairman,
other directors, the General Manager and the internal and external
auditors, being able to exchange different opinions and/or
inquiries in such regard. Moreover, the directors revise the
material they receive for the Board of Directors’ meetings so
that they can prepare themselves in advance for the meetings and
even make inquiries to the general management or to the different
managers that correspond.
As
needs in the Company appear, as well as needs regarding the
directors’ role and responsibility, the training of the
members of the Board of Directors is defined. Such training may be
entrusted to external counselors or internally to the
Company’s personnel. As an example, during the period ended
December 31, 2019, the Directors received training regarding the
Corporate Criminal Responsibility Act.
RP 9. The Corporate Secretariat supports the Board of
Directors’ Chairman in the effective administration of the
Board and collaborates in the communication among shareholders, the
Board of Directors and management.
5
In the
meeting dated March 10, 2020, the Company’s Board of
Directors appointed the Company’s Legal Counseling Manager as
Corporate Secretary of CPSA, being his main duty to assist the
Company’s Chairman in the effective administration of the
Board of Directors, collaborating with the communication among
shareholders, the Board and management.
Regarding
shareholders, the Corporate Secretary is responsible for the
Company’s complying with the regulations in force,
particularly through the communication to the Market of the
relevant facts and through making available the information and
documentation in every Shareholders’ Meeting. The individual
performing the Corporate Secretary’s duties is also
responsible for Market Relations, acting in coordination with the
Investor Relations Officer.
The
Corporate Secretary acts also as a link between the Company’s
Board of Directors and management, providing the Board and the
Supervisory Committee with the information and the documentation
required to all the areas of CPSA’s management, whether
in-person, by telephone, email or videoconferences.
The
Corporate Secretary collaborates with the Company’s Chairman
and acts as link between this and the General Manager, in the
coordination of CPSA’s Board of Directors’ Meetings
both regarding call; periodicity; definition of the Agenda of each
of the meetings, presenter of each matter, sending of information
and documentation to directors and statutory auditor, attendance of
directors and statutory auditors to meetings, quorum calculation
and voting, drafting and sending of minutes to directors, recording
to the corresponding Minutes Book and subsequent
signature.
Moreover,
the Corporate Secretary is responsible for coordinating and making
the orientation plan for the new directors of the
Company.
RP 10. The Board of Directors’ Chairman ensures the
participation of all its members in the development and approval of
a succession plan for the Company’s General
Manager.
During
the meeting held on March 10, 2020, the Company’s Board of
Directors approved appointing CPSA’s Chief Operating Officer
(“COO”) as successor of the Company’s General
Manager.
Within
the Company’s management organization chart, he currently has
under his charge the operation and trade duties of CPSA’s
management, reporting directly to the Company’s General
Manager.
The
Company will assess the implementation of a succession
plan.
6
C) FORMATION, APPOINTMENT AND SUCCESSION OF THE BOARD OF
DIRECTORS
|
Principles
IX. The Board shall count with adequate
independence and diversity levels allowing it to take decisions in
the best interest of the company, avoiding group thinking and
individual or dominant group decision taking within the
Board.
X. The
Board of Directors shall ensure that the company counts with formal
procedures for the proposal and nomination of candidates to fill
positions in the Board within a succession plan.
|
Currently,
the Company’s Board of Directors has 3 (three) independent
directors.
As it
stems from the Bylaws, the Company’s direction and management
shall be in charge of a Board of Directors formed by 11 (eleven)
directors and the same number or lower of deputy directors, as the
Shareholders’ Meeting may fix.
In that
regard, the following is established as the Company’s policy:
that the independent directors’ proportion in the Board of
Directors shall be, at least, one third of the total members of the
Board of Directors.
RP 12. The Company has a Nominations Committee, which is formed by
at least 3 (three) members and is led by an independent director.
In case of leading the Nominations Committee, the Board of
Directors’ Chairman shall abstain from participating in the
appointment of its own successor.
The
Company does not have a Nominations Committee since it considers
that the proposal of authorities for election should not stem from
the Company proper so as to make the election have an independence
line. Therefore, it gives it shareholders the proposal duty over
the list. This way, there are no suggestions from the Board that
may influence in the Shareholders’ decision. Consequently,
the election and appointment of the members of CPSA’s Board
of Directors is reserved to the exclusive decision of its
shareholders as per the Company’s Bylaws and the Argentine
Business Entities Act No. 19 550.
RP 13. The Board of Directors, through the Nomination Committee,
develops a succession plan for its members, which plan guides the
candidates preselection procedure to fill positions and takes into
consideration non-binding recommendations made by its members, the
General Manager and Shareholders.
7
The
shareholders choose Deputy Directors, which shall replace Directors
as per the Company’s Bylaws and the provision of the
Argentine Business Entities Act No. 19 550.
CPSA,
both through the Employment Policy and the Code of Business
Conduct, grants full equal job opportunities to people
qualified to perform a task, without taking into account race, sex,
religion or origin, or other differentiation factor beyond the ones
determined by law. All persons complying with the eligibility
requirements for the positions they aspire to shall have the same
level of opportunities in all the aspects of the employment
relationship, including recruitment, hiring, promotions, transfers,
compensation levels, selection for training and development, and
employment termination. CPSA is committed to promote gender and
opportunity equality to promote diversity and integration of all
the work team and personnel. Therefore, CPSA considers that
diversity produces positive results at human level and a means to
comply with its principles, such as integrity and team work. To
that end, it expresses these values in its annual report and the
Code of Corporate Governance so as to guide, but not influence, its
Shareholders’ decisions. In line with the abovementioned, as
stated in the previous item, the Company does not have a
Nominations Committee proposing candidates so as not to influence
through suggestions to Shareholders, who are in charge of making
proposals to the Shareholders’ Meeting and approve them among
their pairs with full independence from the Board of Directors and
fully involved in carrying out the best election to guarantee
-among them- the Company’s way, and ensuring the separate
effective functioning of each corporate body.
RP 14. The Board of Directors implements a guidance program for its
new members elected.
In the
meeting dated March 10, 2020, the Company’s Board of
Directors approved a guidance plan for the new directors elected
exercising their duties as Directors of the Company for the first
time.
The
Corporate Secretary is in charge of coordinating with the new
directors, the date and hour in which the guidance plan shall
commence in the Company’s offices. On such date, the new
directors attending the Company’s address are received by the
Company’s General Manager together with the Corporate
Secretary and different managers of CPSA, who will consider the
following matters:
a)
Information
regarding the company’s structure and its organizational
culture-
b)
Personal
information of the directors so as to form the file of each of the
new directors, being able to carry out the corresponding procedures
before supervision entities, including but not limited to the
Argentine Securities Commission, Bolsas y Mercados Argentinos S.A.,
the Buenos Aires Stock Exchange, Caja de Valores [Argentine
Securities Central Depositary], Business Entities Registry for the
City of Buenos Aires, the Security Exchange Commission, and any
other competent supervisory entity.
c)
The Corporate
Secretary informs on relevant aspects of Corporate Governance, such
as the main items on the Code of Corporate Governance; general
regulation on the functioning of the Board of Directors and
Shareholders’ Meeting; the development of the Board of
Directors’ meetings; the functioning of the Supervisory
Committee; among others.
8
d)
The Environmental
Counselor informs regarding the Quality (ISO 9001) and
Environmental (ISO 14001) Management System. The necessary concepts
for the improvement of the environment and of quality shall be
informed so as to raise more awareness in the new directors on the
Company’s policies regarding optimization of water, energy,
paper and waste.
e)
The Health and
Safety Area shall be the one informing the new officer regarding
the precautions needed to avoid work accidents and shall deliver
the Basic Health and Safety Standards.
f)
The Company’s
Internal Auditor makes a general presentation on the existent
control structure in the Company, as well as of the internal and
external audit system. Moreover, it informs the general guidelines
of the following documents: (I) Code of Business Conduct; (ii) the
Integrity Plan; (iii) Anti-Fraud Policy; (iv) Insider Trading
Policy; (v) Procedure for treatment of complaints.
g)
The Corporate
Secretary shows the new directors the meeting room in which the
Board of Directors’ Meetings shall be held and coordinates a
tour around the plant.
h)
The Corporate
Secretary evidences the delivery of the following documents to the
Directors: (i) Bylaws, (ii) Code of Corporate Governance, (iii)
Code of Business Conduct, (iv) Insider Trader Policy, (v) Anti-Fraud Policy, (vi) Treatment
procedure of complaints to infringement of CDCE, (vii) Gift Policy,
(viii) Policy of Relations with the Public Sector, (ix) Policy of
hospitality and presents procedure, (x) Transactions Policy with
Related Parties, and (xi) Integrated Policy of Environment, Quality
and Occupational Safety. And
i)
It is informed that
the Company’s website includes such financial and
non-financial information, and whose spreading is required by the
Argentine Securities Commission; the Buenos Aires Stock Exchange,
the Security Exchange Commission and the New York Stock
Exchange.
The
presentation of the new directors is made in the first Board of
Directors’ meeting to which they attend.
9
D) REMUNERATION
|
Principles
XI. The Board of Directors must create
incentives through remuneration in order to align Management
– presided by the General Manager – and the Board of
Directors itself with the long-term interests of the Company so
that all Directors comply with their obligations regarding all the
shareholders equally.
|
15. The Company has a Remuneration Committee formed by at least
three (3) members. Members are completely independent or
non-executive.
Nowadays,
the Company has a Remuneration Committee, which is formed by the
General Manager, the Human Resources Manager and the Chairman of
the Board of Directors.
The
remunerations of the members of the Company are fixed and updated,
based on the evolution of inflation and the salaries in the general
energy market. If an increase for performance is requested, the
Remuneration Committee gathers and evaluates the application in
order to define whether it is feasible based on the
background.
RP 16. The Board of Directors, through the Remuneration Committee,
sets forth a remuneration policy for the General Manager and the
members of the Board of Directors.
The
fees of the Directors of the Company are approved during the
Shareholders’ Meetings. The global amount of the fees in no
case shall exceed the limits established by the Argentine Business
Entities Act and CNV regulations.
The
Board of Directors defines the advance payment of fees of
Directors, and the percentage increase of the monthly remuneration
of the General Manager, as this is different from the regular
percentage adjustment for the Company’s
employees.
As
established by the Code of Corporate Governance of the Company, the
remuneration levels must be sufficient to lure and retain competent
directors.
The
remunerations of the members of the Company are fixed and updated
based on the evolution of inflation and the salaries in the general
energy market. If an increase for performance is requested, the
Remuneration Committee gathers and evaluates the application in
order to define whether it is feasible based on the
background.
10
E) CONTROL ENVIRONMENT
|
Principles
XII. The Board of Directors must ensure
the existence of a control environment, formed by internal controls
developed by Management, internal audit, risk management,
regulatory compliance and external audit, which sets forth the
lines of defense necessary to ensure the integrity of the
company’s operations and its financial reports.
XIII. The Board of Directors must ensure
the existence of an integral risk management system, which enables
Management and the Board of Directors to direct the company
efficiently towards its strategic goals.
XIV. The Board of Directors must ensure
the existence of a company or department (based on the size and
complexity of business, the nature of its operations and the risks
it faces) in charge of the internal audit of the company. This
audit must be independent and objective in order to assess and
audit the internal control, the corporate governing processes and
the risk management of the company, and it must have
clearly-established report lines.
XV. The Supervisory Committee of the
Board of Directors shall be formed by qualified and experienced
members and must comply with its duties in a transparent and
independent manner.
XVI. The Board of Directors must
establish proper procedures to safeguard the independent and
effective performance of the External Auditors.
|
RP 17. The Board of Directors shall determine the level of risk
that the company wants to face and it also supervises and ensures
the existence of a comprehensive management risk system which
identifies, evaluates and decides on the course of action and
monitors the risks the company faces, including but not limited to,
environmental, corporate risks and such risks inherent to the
business in the short and long term.
The
General Management and the Vice-Chairman of the Company, prior to
the commencement of the Budget Process, carry out an analysis of
the risks of the industry, including the consideration per
occurrence probability and economic impact. It is delivered to
Senior Management, who analyzes, proposes and discusses the
content. Strategic, operational, financial, regulatory and
compliance risks are reviewed. Once they are reviewed and discussed
in person, a document is drafted with the analysis and final
consideration from which the budget and the Annual Plan are
prepared. The Board of Directors considers and approves the
business Annual Plan, which is updated with the monthly
presentation of the Company’s management
reports.
11
At
least once during the fiscal period, the General Manager and the
Vice-Chairman of the Company will review and update the Risks Stock
and its consideration with Senior Management
(Monitoring).
RP 18. The Board of Directors monitors and reviews the
effectiveness of the independent internal audit and ensures the
resources for the implementation of an annual audit plan based on
the risks and a direct report line to the Supervisory
Committee.
The
Company has an internal audit department with a direct report line
to the Supervisory Committee and General Manager. The Board of
Directors delegates to the Supervisory Committee the activities of
approval of an Annual Audit Plan, the monitoring of its
implementation, its effectiveness, the allocation of resources for
its performance. The Audit Plan sets forth audit and compliance
activities which are carried out by the audit department, and it is
prepared based on the risks considered by impact and occurrence
probability.
Annually,
the Board of Directors evaluates: a) the Annual Report for the
previous period and b) the Action Plan for the ongoing period, both
prepared by the Supervisory Committee.
RP 19. The internal auditor or the members of the internal audit
department are independent and highly qualified.
All
members of the internal audit department are professionals in the
field of Economic Sciences and are highly qualified in the matters
of internal audit, ethics, risk management and compliance. The
Company has a training budget for the department and selects
first-level entities and universities for the necessary training
activities. In addition, all members of the internal audit
department are members of the Internal Auditors Institute (IAIA)
and the Argentine Association of Ethics and Compliance. The
internal audit department is independent from Management and they
report directly to the Supervisory Committee and General
Management.
RP 20. The Board of Directors has a Supervisory Committee, which
acts pursuant to its regulations. The Committee is mostly formed
and presided by independent directors, and it does not include the
General Manager. Most of its members have professional experience
in the financial and accounting fields.
The
Board of Directors has a Supervisory Committee, which acts pursuant
to its regulations duly approved by the Board of Directors and
submitted before the CNV. Such regulations set forth the purpose of
the Committee and its functions, which include among others: a) to
provide their opinion regarding the appointment of external
auditors to be hired by the Company and to safeguard their
independence; b) to supervise the functioning of the internal
control systems and the administrative-accounting system, as well
as its reliability and to supervise all the financial information
submitted before the CNV and the markets, pursuant to the
applicable Informative Regime; c) to supervise the application of
policies regarding the risk management of the Company; d) to
provide their opinion regarding the reasonability of the fees and
option plans proposals on the shares of CPSA directors and
administrators made by the governing body; e) to provide their
opinion regarding compliance with legal obligations and the
reasonability of the conditions of the issue of shares and
convertible securities into shares, in case of capital increase
which excludes or limits the right of preference; f) to verify
compliance with the applicable conduct regulations; g) to provide a
justified opinion regarding the operations with related parties in
the cases established by Law no. 26 381 and CNV Regulations and
pursuant to the provisions set forth by the Policy of transactions
by related parties; h) to provide a justified opinion pursuant to
the provisions of CNV when there exists or there may exist a
conflict of interest in the Company. Annually, the Supervisory
Committee must prepare an Action Plan for the period under
consideration, which must be approved by the Board of Directors of
the Company.
The
Supervisory Committee is formed by three directors, most of whom
must be independent. One of the members of the Supervisory
Committee is appointed financial expert.
12
RP 21. The Board of Directors, upon the opinion of the Supervisory
Committee, approves a policy of selection and monitoring of
external auditors, which establishes the indicators that must be
considered when providing the recommendation to the Shareholders
Meeting regarding keeping or replacing the external
auditor.
The
Supervisory Committee provides its opinion regarding the
appointment of the external auditors to be hired by the Company and
safeguards their independence. In addition, the Supervisory
Committee must consider whether such services comply with the SEC
and CNV regulations.
The
Supervisory Committee shall annually perform an evaluation of the
commitment, the efficiency and independence of the work of the
external auditor. Moreover, the Supervisory Committee considers if
such services comply with SEC AND CNV regulations. Annually, the
Supervisory Committee shall annually evaluate the commitment,
efficiency and independence of the external auditor’s
performance. This revision shall be made from the information
provided by the different Managing departments of the Company,
which interact with the external auditors and have the necessary
knowledge in order to define their compliance based on the
parameters exposed. Then, it will be presented as a report to the
Supervisory Committee for the consideration of the Board of
Directors.
13
F) ETHICS, INTEGRITY AND COMPLIANCE
|
Principles
XVII. The Board of Directors must design
and establish appropriate structures and practices to promote a
culture of ethics, integrity and compliance with the regulations
that prevent, detect and address corporate failures or serious
personal failures.
XVIII. The Board of Directors shall
ensure the establishment of formal mechanisms to prevent, or
otherwise, deal with any conflict of interest that may arise in the
administration and management of the company. The company must have
formal procedures that aim at ensuring that the transactions
between related parties are carried out in the best interest of the
company and the equal treatment of all its
shareholders.
|
RP 22. The Board of Directors approves a Code of Ethics and Conduct
which reflects the values and principles of ethics and integrity,
as well as the culture of the company. The Code of Ethics and
Conduct is communicated and applicable to all directors, managers
and employees of the Company.
Integrity
is understood as a key value for performing commercial activities.
It expects all the personnel of the Company to act with loyalty,
honesty, transparency and strictly complying with the legislation
and the national and international regulations which apply to the
Company. Therefore, the Company has developed an Integrity Plan,
which has been duly approved by the Board of Directors. Nowadays,
the Integrity Plan is formed by the Code of Business Conduct
(CDCE), and different policies and procedures.
The
CDCE is the result of good practices that the directors, managers,
heads and the whole personnel must comply with in the course of
business operations and the development of their activities. In
that regard, the CDCE contains: a) general principles, including but not
limited to: a) the relationship with clients, shareholders,
suppliers and employees; and b) principles of individual behavior,
which include: i) health and hygiene, industrial safety and
environment; ii) safety of people, documentation and equity; iii)
relationship between employees; iv) harassment; v) relationship
between clients and suppliers; vi) relationship with public sector;
vii) confidentiality; viii) intellectual and industrial property;
ix) conflict of interest; x) privileged information; and xi)
politics in the field of the Company; xii) employment of electronic
means and systems of the Company; xiii) accounting records and
procedures; xiv) fraud, acts contrary to the CDCE and the channel
to report claims.
Employees
receive a printed copy of the CDCE and it is published both in the
intranet of the Company and in the website of the Company. In the
context of the Orientation Plan for new directors, a copy of the
CDCE is provided.
14
RP 23. The Board of Directors establishes and periodically reviews
the dimension and economic capacity of an Ethics and Integrity Plan
based on the risks. Management visibly and unequivocally supports
the Plan, and appoints an internal employee responsible for the
development, coordination, supervision and evaluation of the Plan
regarding its efficiency on a regular basis. The Plan establishes
the following: (i) regular trainings for the directors,
administrators and employees on matters of ethics, integrity and
compliance; (ii) internal channels to report complaints, open to
third parties and properly disseminated; (iii) a protection policy
against retaliation; and an internal investigation system that
respects the rights of the persons under investigation and imposes
effective penalties to the breach of the Code of Ethics and
Conduct; (iv) integrity policies in competitive processes; (v)
mechanisms for the regular analysis of risks, monitoring and
assessment of the Plan; and (vi) procedures that confirm the
integrity and trajectory of third parties or business parties
(including due diligence for the verification of irregularities,
torts or the existence of vulnerability during corporate
transformation and acquisitions), including suppliers,
distributors, service providers, agents and brokers.
The
Board of Directors establishes and periodically reviews the
dimension and economic capacity of a Plan based on risks. The Board
of Directors appoints an internal employee of the Company who is in
charge of the development, coordination and supervision of the Plan
as Compliance Officer. The Compliance Officer regularly reports to
the Supervisory Committee about the progress of the Plan and its
efficiency. From the approval of the Plan by the Board of
Directors, the Compliance Officer is responsible for its
coordination, supervision and compliance, and he shall report: (i)
on a regular basis, to the Supervisory Committee regarding the
follow-up of its implementation and any news about the compliance
with the Plan; and (ii) to the Board of Directors, upon its request
or when the circumstances require so.
The
Supervisory Committee periodically requires from the Compliance
Officer a report on the implementation of the Plan. Nowadays, this
Plan is formed by a Compliance Risk Mapping and, in addition to the
CDCE, different policies which include, among others: a) Anti-fraud
Policy; b) Hospitality and presents Policy; c) Gifts Policy; d)
Insider Trading Policy (use of proprietary information), e) Policy
of relations with the public sector. Moreover, the Company has a
Treatment Policy of Reports of Breach of the CDCE, which can be
delivered through mailboxes installed in the Company, e-mail,
intranet or through a hired service specialized in complaints
management. A Training Program is part of the Plan.
RP 24. The Board of Directors ensures the existence of formal
mechanisms to prevent and deal with conflicts of interest. In the
case of transactions between related parties, the Board of
Directors approves a policy which establishes the role of each
corporate body and defines how to identify, administer and disclose
such transactions detrimental to the Company or just to some
investors.
15
Through
the CDCE, which is part of the Plan, the Company has implemented
effective mechanisms to facilitate the prevention, handling and
disclosure of conflicts of interest that may arise between
shareholders, key executives, stakeholders and members of the Board
of Directors, and among them. Directors may contract with the
Company only in relation to the activities included in its
corporate purpose and market conditions, pursuant to Law no. 26 831
and CNV regulations.
The
Company has a Policy of Transactions with Related Parties, which
has been approved by the Supervisory Committee. In addition, the
Internal Audit area monitors compliance with the aforementioned
policy, and in case an operation outside these parameters is
detected, it is reported to the Supervisory Committee.
16
G) PARTICIPATION OF SHAREHOLDERS AND STAKEHOLDERS
|
Principles
XIX. The company must treat all its
Shareholders equally. It must ensure equal access to
non-privileged, relevant information for their decision-making at
the Shareholder’s Meetings.
XX. The company must promote active
participation and proper information to all the Shareholders,
especially when deciding upon the Board of Directors.
XXI. The company must have a transparent
Dividends Distribution Policy aligned with the
strategy.
XXII. The company must take into
consideration the interest of its stakeholders.
|
RP 25. The Company’s website discloses financial and
non-financial information, providing equal and duly access to all
its Investors. The website has a specialized area for Investors
inquires.
In
addition to the duly widespread of the information, whose
publication is required by the regulations in force, the Company
publishes information through its website that complies with high
standards of confidentiality and integrity and it tends to the
conservation and record of information.
In
addition, the website has all the relevant information, whose
publication is required by the CNV, the Buenos Aires Stock
Exchange, SEC, and the New York Stock Exchange (“NYSE”).
The
Company’s website will be in charge of the Head of Investors
Relations of CPSA. It will be updated upon the occurrence of events
which require so, and it shall be the responsibility of each area
to inform said circumstance which must be reported in the website
of the Company.
This
way, through its website, the Company ensures its shareholders
equal access to non-privileged, relevant information for their
decision-making at the Meetings of the Company. In addition, the
website establishes proper mechanisms for the direct consultation
from the community about any inquiry about the Company. Based on
all the foregoing, each interested shareholder or investor may
communicate the inquiries they deem necessary to the Investors
Relations area via e-mail, telephone or a meeting in person. The
Company has a specialized area to answer all the consultations from
shareholders and other investors.
17
RP 26. The Board of Directors must ensure there is an
identification and classification procedure of its stakeholders and
a communication channel with them.
During
the 2020 period, the Board of Directors will prepare an
identification and
classification procedure of its stakeholders and a communication
channel with them.
RP 27. The Board of Directors provides to the Shareholders, prior
to their Meeting, a “provisional information package”
which enables Shareholders- through a formal communication channel
– to make non-binding comments and to share dissenting
opinions towards the recommendations made by the Board of
Directors. At the moment of providing the definite information
package, the Board of Directors must expressly decide on the
comments received that are deemed necessary.
The
Board of Directors guarantees at all times equal treatment among
all shareholders. For that purpose, the Board of Directors
safeguards the respect for the minority shareholders’ rights
in compliance with the mechanisms set forth in the Argentine
Business Entities Act and the regulations of the CNV, SEC and NYSE,
which promote the attendance and participation of minority
shareholders at the Shareholders’ Meetings. Therefore, all
CPSA’s shareholders: a) have effective mechanisms to be
represented at the Shareholders’ Meetings; b) have access to
information of the Company, which is publicly available, in a duly
and comprehensive fashion, through the different means established
by the regulation, including its website www.centralpuerto.com.
This website includes the updated information and the contact
information available. This way, shareholders have sufficient
information to consider, approve or reject the matters which are
put for their consideration at the Shareholders’
Meetings.
RP 28. The Company’s Bylaws enable Shareholders to receive
the information packages for the Shareholders’ Meetings
through virtual means and to participate in the Meetings via
electronic means of communication which enable simultaneous
transmission of sound, images and words, ensuring the principle of
equal treatment of all participants.
After
the experience acquired through the period ended December 31, 2020,
the Board of Directors will assess the adequation of the Bylaws to
incorporate the possibility of holding meetings through the use of
electronic means of communication which enable simultaneous
transmission of sound, image and words, ensuring the principle of
equal treatment of all participants, pursuant to the guidelines of
the CNV. This way, the Company aims at the modernization of its
meetings in order to ensure their development in the event of any
contingency.
RP 29. The Dividends Distribution Policy is in line with the
strategy and clearly establishes the criteria, frequency and
conditions under which the dividends distribution will be
performed.
18
CPSA
has a dividend
policy which was approved by the Board of Directors on March
10, 2020. Pursuant to such document, the Policy establishes
guidelines in order to maintain proper balance between the Company
results, the amounts to be distributed as dividends, the available
liquidity and the investment plans of the Company, so that a clear,
transparent and consistent practice is established for all
shareholders, potential investors and other stakeholders of the
Company.
Once
the guidelines for the dividends distribution established in Items
1 and 2 of the Policy are complied with, the Board of Directors
will prepare a proposal for the dividends distribution for the
consideration of the Shareholders’ Meetings. As a general
rule, the Board of Directors will favor the efficient use of
capital in its recommendations, so that it is aligned with the
strategy of the Company. For that purpose, the Board of Directors
carries out an assessment of several factors, including:
operational results, the financial situation, the level of capital,
development projects and investment and acquisition
opportunities.
Osvaldo
Arturo Reca
Chairman
Central
Puerto S.A.
19