According to the Articles of Incorporation Reform and Transparency Decree and its regulations, TGLT has the obligation of having an audit committee which comprises at least three regular or alternate board members, which shall be elected by simple majority. The majority of the Audit Committee members must be independent board members, in accordance with the definition established in the CNV regulations. The Audit Committee must also have sufficient alternate members to cover possible vacant positions. TGLTīs Articles of Incorporation establish that its Audit Committee must appoint a Chairman and a Vice-Chairman. The regular and alternate members of the Audit Committee fill their positions for the term set by the Board the moment it is appointed, and may be reelected indefinitely. It also establishes that its Audit Committee must hold a meeting once every three months as minimum. It must also do so when the same is requested by any of its members. The quorum required for the Audit Committee to adopt decisions is the majority of its members, and matters are decided upon by the absolute majority vote of the members attending the meeting. In the event of a tie, the Chairman or Vice-Chairman has the tie-breaking vote. Decisions adopted by the Audit Committee are recorded in the Audit Committee’s minutes log and signed by all the committee members who attended the meeting. In accordance with the Companyīs Articles of Incorporation, the Audit Committee members may attend the meetings thorough a communication system which allows for simultaneous sound, image, or text transmission.
The Audit Committee is composed as follows:
|Alejandro Emilio Marchionna Faré||Auditor||President|
|Aldo Raúl Bruzzoni||Auditor||Alternate|
Some of the Audit Committee’s functions are those listed below:
- Providing advice regarding proposals by the Board of Directors to appoint independent external auditors and guaranteeing their independence;
- Supervising TGLTīs internal control mechanisms and administrative and account procedures, and verifying the reliability of all the financial and other information submitted to the CNV and other entities to whom they must submit reports;
- Supervising TGLTīs policies on information regarding risk management;
- Providing the market with complete information regarding the operations in which there may be a conflict of interests with members of its diverse corporate entities or controlling shareholders;
- Issuing opinions regarding whether the fees or stock option plans of TGLTīs board members and managers proposed by the Board of Directors are reasonable;
- Issuing opinions regarding our fulfillment of legal requirements and the reasonability of the terms of issuance of shares or other instruments which may converted into shares in cases of capital increases which exclude or limit pre-emptive rights;
- Verifying fulfillment of applicable regulations regarding ethics; and
- Issuing justified opinions regarding operations with related parties in certain circumstances and presenting said opinions to regulatory entities, as required by the CNV in the event of potential conflicts of interests.
- Additionally, the Audit Committee must put together a yearly work plan and submit it to the Board of Directors and Supervisory Committee. Members of the Board of Directors, Supervisory Committee, and independent external auditors must attend Audit Committee meetings if required to do so by the committee, and give it their full collaboration and information. The Audit Committee is entitled to hire professionals and legal consultants to assist them in their task, and has full access to all our information and documentation.
- There are no conflicts of interest between the functions performed for TGLT by the members of the Audit Committee and their private interests and/or other functions.