Below is a summary of our Board of Directors’ committee structure and membership information.
The Argentine Business Companies Law and the Argentine Capital Markets Law require us to have a supervisory committee. Our bylaws provide for a supervisory committee composed of three statutory auditors and three alternate statutory auditors that serve for one fiscal year. Pursuant to the Argentine Business Companies Law, only lawyers and accountants admitted to practice in Argentina or civil partnerships composed of such persons may serve as statutory auditors in an Argentine sociedad anónima. All the members and alternate members of our supervisory committee are independent under Argentine Capital Markets Law.The primary responsibilities of our supervisory committee are to monitor the management’s compliance with the Argentine Business Companies Law, our bylaws, regulations, if any, and our shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) supervise and inspect the corporate books and records whenever necessary, but at least quarterly; (ii) attend meetings of the directors and shareholders; (iii) prepare an annual report concerning our financial condition and submit it to our shareholders at the ordinary annual meeting; (iv) call an extraordinary shareholders’ meeting when necessary, on its own initiative or at the request of the shareholders, or an ordinary one when our board of directors fails to do so; (v) supervise and monitor our compliance with laws and regulations, the bylaws and the shareholders’ resolutions; and (vi) investigate written complaints made by shareholders representing at least 2% of the capital stock. In performing these functions, the supervisory committee does not control our operations or assess the merits of the decisions made by the directors.
The following table sets forth certain information on the members of our supervisory committee.