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
It is responsible for supervising issues related to risk management, internal control, the money laundering and terrorist financing prevention system, the anti-bribery management system and the corruption crime prevention system; the process of elaboration of the relevant economic-financial information; as well as review and follow-up of the results obtained from the execution of external and internal audit tasks and those of the Comptroller General of the Republic. Its main functions are:
- Supervise the implementation of the internal control system and the recommendations issued by the Comptroller General of the Republic, external and internal auditors.
- Recommend improvements to the internal control system to the Board of Directors and the General Management, based on the results (reports, reports or other documents) issued by the Comptroller General of the Republic, external audit and other external control and audit entities.
- Be aware of matters related to effective compliance with the Integrity Code, as well as complaints in matters related to ethics and conflicts of interest.
- Know and follow up on reports of corruption and accounting and financial fraud in Petroperú S.A.
- Oversee the integrity of the company's financial and accounting policies, regulatory compliance, internal controls, financial reporting, financial reporting practices, certain financial matters such as: company capital structure, complex financial transactions, risk management finance, retirement plans and tax planning, in relation to matters within its competence.
- Monitor the establishment of prevention systems; such as: System for the Prevention of Asset Laundering and Financing of Terrorism, Anti-Bribery Management System and System for the Prevention of Corruption Crimes.
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.