TGLT

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The Company fulfills the Law on Business Corporation, and once it has entered the Public Offering of Shares system it will be required to fulfill Transparency Decree and CNV regulations regarding corporate governance. On October 11, 2007 the CNV issued Resolution 516/2007, approving a corporate governance code (the "Code") which supplements the legal framework for corporate governance established by Transparency Decree and CNV regulations. The Code applies to Argentine companies which conduct Public Offering of Shares.

Although adopting the Code is not mandatory, as of the years following January 1, 2008, when corporate Boards of Directors governed by Resolution 516/2007 issue their yearly financial statements they must indicate which provisions of the Code they have decided to observe and establish (i) the reasons for which they decide not to apply the corporate governance guidelines and (ii) whether or not they plan to implement them in the future.

The Code establishes the following specific guidelines for corporate Boards of Directors, among others:

• The obligation to report (i) the existence of policies regarding the relationship between the corporation and its financial group and (ii) operations with affiliates and mangers;
• The obligation to evaluate the convenience of including the guidelines established in the Code in the corporation’s articles of incorporation;
• The obligation to evaluate whether the articles of incorporation fulfill the provisions set forth in the Code and recommend their modification, if necessary;
• The obligation to ensure that the articles of incorporation include regulations which impose the obligation of reporting conflicts of interest for board members;
• The Board of Directors is responsible for the strategy of the corporation, and specifically for its business plan, investment and financing policies, corporate governance policies, and auditing and internal management policies;
• The Board of Directors must establish guidelines for evaluating the performance of executives and its own performance as board members;
• The obligation of explaining its decision regarding whether or not to adhere to the regulations which govern Public Offering of Shares established in Transparency Decree;
• The obligation to evaluate whether it is convenient that members on the Supervisory Committee also act as external auditors of the Company or belong to firms which provide external auditing services to the company, and
• The obligation to evaluate whether it is convenient to establish policies regarding payment of dividends in cash, indicating any conclusions reached and the reasons for the same.

The Company Board of Directors must fulfill or explain the reasons for not fulfilling the provisions set forth in the Corporate Governance Code as of the date of issuance of their financial statements on December 31, 2010 and for the year then ended.