According to the indications in the Social Statute of PETROPERÚ, the Board may institute the committees it deems necessary for the operations of the Company. These will be led by one (1) Independent Director and one (1) additional member not independent from the Board, designated for a period of two (2) years.
Currently, the Board has the following committees:
Best Practices in Corporate Governance Committee
The main objective of the Committee is to recommend to the Board mechanisms for the adoption, following and improvement of practices of Corporate Governance in the Company. Among the primary responsibilities we find:
- Supervise the effective application of the Corporate Governance practices, according to which PETROPERÚ operates, proposing improvements.
- Coordinate with management the communication of the Corporate Governance practices to all the members of the Company, and promote training programs for the management staff on the topic.
- Coordinate that the policies, plans and programs of Corporate Social Responsibility (RSE), which are implemented at PETROPERÚ, are in accordance with the Corporate Governance standards.
- Coordinate with Management the preparation and follow-up of the policies and procedures on information transparency, as well as confidential information.
Auditing and Control Committee
This Committee is tasked with supervising the topics related with risk management and internal control; the process of preparing the relevant economic – financial information; as well as reviewing and following up on the results obtained from the execution of auditing, external, internal and from the National General Comptroller. Its primary responsibilities are:
- Recommend to the Board the guidelines, policies, principles and methodologies to be applied in order to strengthen the Internal Control System, as well as supervise the implementation of it.
- Maintain communication with the external and internal auditors to receive information about situations that may endanger their independence and any other related to their responsibilities within PETROPERÚ.
- Be aware of the matters related to the effective compliance to the Integrity Code, as well as the financial information process of PETROPERÚ. Also, to be aware and follow up on reports of corruption and financial and accounting fraud that impacts the financial statements of PETROPERÚ, as well as any reports in matters related to ethics and conflicts of interest.
- Supervise the integrity of the financial and accounting policies of the company, regulatory compliance, internal controls, financial statements, financial statement reporting practices, specific financial matters such as: the capital structure of the company, complex financial transactions, financial risk management, retirement plans and tax planning, in relation with matters in their scope.
- Review the reports of risk exposure levels prepared by the relevant entities in the company, in order to determine the most significant ones and report to the Board to take the immediate actions, in order to minimize their impact.
This Committee is tasked with supervising the actions of management, direction and administration set forth in the Social Statute of PETROPERÚ. The main responsibilities are:
- Request reports from the management of PETROPERÚ on the activities of management, direction and administration of PETROPERÚ. It’s within the power of the committee to request complementary information, if necessary.
- Review the information provided by the Administration on the activities of management, direction and administration of PETROPERÚ, having as a frame of reference the societary documents, administration and legal regulations that regulate the activities of the Company and Corporate Governance Practices.
- Present to the board through the president of the Committee or any of its members, reports of its sessions, indicating the main recommendations and decisions adopted by the administration committee.
- Periodically supervise the compliance of the policies and regulations referring to evaluations, remunerations and incentives for the staff of PETROPERÚ, and formulate recommendations to the Board.