Download Code of Market-Related Policies and Practices

Code of Market-Related
Policies and Practices
CODE OF MARKET- RELATED
POLICIES AND PRACTICES
Petrobras Energía Participaciones and Petrobras Energía (the Company) commit
themselves to comply with guidelines applicable to Companies engaged in the
Public Offering of Negotiable Securities, and its Administrators commit themselves
to exercise their powers and functions for the achievement of the Company`s goals
and interests by serving the Company with loyalty and diligence and protecting
investors by giving them equal treatment.
To that effect, we have adopted adequate Corporate Governance policies and
practices according to the provisions set forth in the following “Code of MarketRelated Policies and Practices”.
The Policies and Practices included in this Code refer to all Negotiable Securities
issued by the Company, whether they are traded in Stock Exchanges and Securities
Markets or any other trading environment.
I. Disclosure of Information to the Market
Transparency in communications is one of the principles guiding the conduct of the
Company’s business.
The Company considers that a proactive communication policy, based on principles
including “full disclosure”, “transparency”, “efficiency”, “investor protection”, and
“equal treatment among investors”, is the condition required to generate value,
reduce capital costs, broaden the investor base, consolidate and maintain the trust
of investors and other information users, and comply with all applicable formal and
regulatory requirements.
In addition to the information that must be disclosed to the pertinent regulatory
agencies (e.g., Stock Exchanges, National Securities Commission (Comisión
Nacional de Valores, etc.) or within the framework of informative and legal
requirements, the Company shall disclose–in a straightforward, trustworthy,
sufficient, timely, clear and consistent manner– all information deemed relevant.
Information regarded as relevant by the Company is any information regarding facts
or situations that, due to their significance, may substantially affect the placement of
Company Negotiable Securities and their market trading course or influence investor
decisions.
Relevant information shall be disclosed by means of a Press Release sent to all
communications media and posted on the Web page.
Whenever possible, the Company shall avoid the disclosure of relevant information
during trading hours in the markets where its securities are listed.
The Company has established Procedures for the Disclosure of Information to the
Markets related to criteria, scopes and processes, including the creation of a
Disclosure Committee as a permanent internal body whose mission is to ensure that
the process of generation and disclosure of information to the market is based on
principles stated above in the proactive communications policy.
In compliance with the guidelines of the Public Offering Transparency Regime, the
Company designates, through a resolution issued by the Board of Directors, one or
more individuals to act as “Market-Relations Responsible Party” in charge of the
communication and disclosure of information regarding relevant facts or situations
according to such guidelines. The Disclosure Committee Secretary shall perform the
duties of the “Market-Relations Responsible Party”.
II. Negotiable Securities Trading
Any person who, by reason of his/her office or position, or delegation of
responsibilities to employees at different company level or by reason of a temporary
or accidental relationship with the Company may have access to privileged
information, shall keep such information confidential and shall not use it to obtain for
themselves or for others advantages arising from the purchase or sale of securities
of the Company or its Controlled and/or Affiliate Companies.
Privileged information is defined as information that, although relevant, has not been
publicly disclosed.
In addition, these individuals shall not trade securities of the Company or its
Controlled and/or Affiliate Companies prior to disclosure to the market of relevant
facts or situations related to the company’s businesses.
Regular and alternate Directors, Administrators, Statutory Auditors and Managers
designated by the Board of Directors as well as Controlling Shareholders shall
inform the NATIONAL SECURITIES COMMISSION (COMISION NACIONAL DE
VALORES) (CNV) and self-regulating entities, under the form of a sworn statement
and according to the provisions established by supervisory control agencies, the
number and class of Company securities held by them. According to the provisions
established by the Argentine supervisory control agencies, the Company shall
furnish the list of individuals subject to this obligation. It shall also comply with the
Securities and Exchange Commission (SEC) regulations on matters related to the
inclusion in their annual report of information related to securities held by such
individuals.
Individuals with access to privileged information shall abide by the Guideline
approved by the Company in order to establish an information disclosure
mechanism related to ownership and movement of securities.
III. Conduct of Company Members
All employees of Petrobras Energía and its Controlled Companies have the
obligation of loyalty and diligence to the latter and its controlling company Petrobras
Energía Participaciones and must therefore conduct themselves in such a manner to
avoid situations that may somehow result in a conflict of interests or affect their
businesses and operations, acting according to the provisions established in the
Company’s Code of Business Conduct and Ethics
IV. Investor Relations
The Company shall provide transparent and accurate information to the entire
market on a timely and consistent manner for the entire investing community.
The Company’s Investor Relations Management shall be responsible for furnishing
information to investors (main institutional and individual investors, market analysts,
etc.).
Should an error be detected on the information disclosed, the Company commits to
correct such information. If the error detected is material or relevant, correction
thereof shall be disclosed through the same media used to disclose the original
information. If the error is otherwise considered immaterial or irrelevant, it will be
corrected on the information furnished through the Web page.
The Company may provide reasonable forward-looking information to enable the
market to evaluate the Company`s outlook appropriately and shall update such
information where necessary.
The Company shall not comment on market rumors unless they may affect the price
of the Company’s securities, in which case the Company will evaluate the possibility
of issuing a Press Release confirming or denying such rumors.
The Company will initially adopt the policy to neither support recommendations on
investments submitted by analysts nor comment on their conclusions or projections,
which must reflect independent opinions.
As regards analyst reports, when deemed appropriate, the Company shall be
restricted to correcting historical fact errors or clarifying misconstrued press
releases, as well as pointing out information omissions which are of public domain.
V. Transactions among Related Parties
Acts performed or agreements entered into by the Company with a Related Party
shall have the same treatment as those performed or entered into on an arm`s
length basis.
Acts performed or agreements entered into by the Company with a Related Party
and involving a relevant amount shall be supported at least by a grounded opinion
issued by the Audit Committee, which shall recommend whether the terms and
conditions of the transaction may be reasonably considered adequate under regular
and customary market conditions.
In addition to the Audit Committee’s opinion, the Company might request the opinion
of two independent rating agencies.
A transaction made with a Related Party shall be deemed to involve Directors or
Executives, members of the Supervisory Committee, companies holding control over
or a significant interest in the Company or in its Controlling Company, Companies
under the control of its Controlling Company, or Companies where any of the above
may, directly or indirectly, have a significant interest.