UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
_______________________
Report of Foreign Private Issuer
Pursuant to Rule 27a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2024
Commission File Number: 001-38376
_______________________
Central Puerto S.A. |
(Exact name of registrant as specified in its charter) |
Port Central S.A.
(Translation of registrant’s name into English)
_______________________
Avenida Thomas Edison 2701
C1104BAB Buenos Aires
Republic of Argentina
+54 (11) 4317-5000
(Address of principal executive offices)
_______________________
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
CENTRAL PUERTO S.A
CENTRAL PUERTO S.A.
CORPORATE GOVERNANCE CODE
Approved at the Board of Directors’ Meeting dated March 8, 2024
|
II |
|
|
|
|
|
|
|
|
|
|
|
| 2 |
|
|
|
| 3 |
|
|
| 2.1. ACTIONS TOWARDS THE COMMUNITY (CORPORATE SOCIAL RESPONSIBILITY) |
| 3 |
|
|
| 5 |
|
|
| 2.3. RELATIONSHIP WITH SUPPLIERS, CLIENTS, AND THE PUBLIC SECTOR |
| 6 |
|
|
| 6 |
|
|
|
| 6 |
|
|
|
| 7 |
|
|
|
| 7 |
|
|
|
| 7 |
|
|
|
| 7 |
|
|
|
| 7 |
|
|
|
| 8 |
|
|
|
| 8 |
|
|
|
| 8 |
|
|
|
| 9 |
|
|
|
| 9 |
|
|
|
| 9 |
|
|
|
| 10 |
|
|
|
| 10 |
|
|
|
| 11 | ||
|
| 11 |
|
|
|
| 12 |
|
|
|
| 12 |
|
|
|
| 12 |
|
|
|
| 14 |
|
|
|
| 14 |
|
|
| 7. STATUTORY AUDIT COMMITTEE, INTERNAL AND EXTERNAL AUDITORS |
| 15 |
|
|
| 15 |
|
|
|
| 16 | ||
|
| 16 |
|
|
|
| 17 |
|
|
|
| 17 |
|
|
|
| 17 |
|
|
|
| 18 |
|
|
|
| 18 |
|
|
|
| 18 |
|
|
| The company has an Insider Trading Policy. |
| 18 |
|
|
| 18 |
|
1 |
Table of Contents |
|
|
|
|
|
|
|
This Corporate Governance Code (the “Code”) has been drafted by the Legal Matters Directorate (“DAL”) of Central Puerto S.A. (“CPSA” or the “Company”) and was approved at the Board of Directors’ Meeting of the Company on November 7, 2013, and it was updated on March 10, 2017, December 27, 2018, March 10, 2020, March 15, 2021 and March 9, 2022.
Although the purpose for the preparation of this Code was to comply with the regulations in force which apply to CPSA, this Code sets forth standards for the better administration and control of the Company and its relationships with its subsidiaries and/or affiliates, in order to increase its reliability and value, as well as to encourage the administrators’ production of the information specifically linked to the management of the Board of Directors, for the benefit of its shareholders and the market in general.
Therefore, beyond complying with the legal framework within which the Company develops its activities, these standards stem from the need for greater transparency in corporate governance, facilitating relationships within the capital market, improving business management and the management of the risks inherent to the Company’s management, and they also allow for the reduction of transactional costs and the identification and resolution of potential conflicts of interest.
The Code includes recommendations on “good governance” which have already been adopted in international corporate practice and which we have adapted to the Argentine legal framework and to the context and business practices in force in Argentina.
The Code shall be applied by CPSA as it is a company admitted to public offering and due to the fact that the constant increase of information produced by open companies has been verified as a universal tendency.
The recommendations and guidelines set forth in the Code are fully compatible with the Business Entities Act No. 19500, the executive orders and regulations in force established by CNV (Argentine Securities Commission), CPSA’s Bylaws, CNV General Resolution 797/19 and Law No. 26831 of Capital Market.
The Code sets forth an adequate management and control system so that the Company can concentrate on the generation and maintenance of its values and principles, aimed at creating a clarity and wellbeing environment for the success of the Company.
The Company believes that the existence of a Code as this one shall be appreciated as a valuable element in the scope of the companies authorized to publicly trade their shares. Moreover, it is attractive for potential investors, who will constantly be presented with clear and accurate information about the operation of corporate business.
The Company intends to periodically revise the Code, in order to include new principles regarding issues under its scope and adapting its guidelines and recommendations to the regulations that may be issued in the future in that regard. |
|
|
|
|
2 |
Table of Contents |
3 |
Table of Contents |
|
|
||
|
|
|
|
| g) | Adopting mechanisms to educate on and promote environmental management, the proper use of industrial waste, sustainable development and clean technologies among its employees, suppliers, contractors and the community within which it operates, and providing and promoting environmental courses and audits. |
|
|
|
|
|
| 2.1.2. Integrity Plan
We consider integrity as a fundamental element to develop commercial activities. It implies that the personnel of the Company act with loyalty, honesty, transparency and to strictly comply with the governing national and international legislation and standards. For this reason, the Company has developed an Integrity Plan (the “Program”).
The Program was created as a tool that enables the strengthening of CPSA’s commitment to the best ethical, legal and professional standards in order to increase and defend the Company’s reputation. To that effect, it defines a series of preventive measures towards criminal liability in the business environment.
An employee of the Company is responsible for the development, coordination and supervision of the Program, who is appointed Compliance Officer by the Board of Directors. The Compliance Officer periodically reports to the Supervisory Committee about the development of the Program and its efficiency. Once the Program is approved by the Board of Directors, the Compliance Officer is responsible for the coordination, supervision and compliance with the Program and he/she must report: (i) the follow-up of its implementation and any news regarding compliance with the Program to the Supervisory Committee on a regular basis; and (ii) to the Board of Directors, at their request or when the specific circumstances of the case require so.
The Supervisory Committee periodically requires a report on the implementation of the Program from the Compliance Officer. Nowadays, this Program contains a Compliance Risk Mapping, and it is formed by different policies, in addition to the CDCE, which are detailed hereinbelow: |
|
|
|
|
|
|
| a) | CDCE |
|
| b) | Antifraud Policy |
|
| c) | Hospitality and gifts Policy |
|
| d) | Gifts Policy |
|
| e) | Insider Trading Policy |
|
| f) | Relationships with the public sector Policy |
|
| g) | Due diligence procedure towards third parties and adherence to the Integrity Program |
|
|
|
|
|
| In addition, the Program includes procedures to deal with situations such as anonymous complaints for CDCE violations through a Complaints Treatment Policy, which include the different channels to address each case. |
|
|
|
|
|
4 |
Table of Contents |
5 |
Table of Contents |
6 |
Table of Contents |
7 |
Table of Contents |
|
|
|
|
|
|
||
|
|
|
|
| a) | Formation |
|
|
|
|
|
| Pursuant to the Shareholders’ Meeting dated last September 30, 2022, the Company’s management and administration shall be in charge of a Board of Directors, formed by nine (9) directors and nine (9), or less, deputy directors.
In accordance with the applicable regulations and to the effects of a clear externalization of the Company’s issues, the Board of Directors has a sufficient number of independent directors. |
|
|
|
|
|
|
| b) | Proportion of independent directors |
|
|
|
|
|
| It is established as a Company’s policy that the proportion of independent directors in the Board of Directors shall be of at least a third of the total number of Board of Directors’ members.
All reports to the CNV informing the appointment of directors must include in detail the quantity and proportion of independent directors, executives and non-executives.
The Corporate Secretary of the Company’s Board of Directors must assist the Chairman of the Company in the effective administration of Board of Directors, collaborating with the communication between shareholders, the Board of Directors, and the General Management. The Corporate Secretary is also the Head of Market Relations.
In addition, the Corporate Secretary must implement and monitor the effectiveness of the corporate governance practices.
The Corporate Matters Manager of the Company shall be in charge of the Corporate Secretary.
With the exception of the Supervisory Committee and the provisions established in the following paragraph, the Board of Directors has decided that it is not necessary to form specific committees in the Board of Directors; therefore, it shall perform its duties in an effective and efficient manner without the need of committees.
Regarding the compensation system of managers and other key personnel, a Remuneration Committee is established and it shall be formed by the Chairman of the Board of Directors, the General Manager and the Human Resources Manager. |
|
|
|
|
|
8 |
Table of Contents |
9 |
Table of Contents |
10 |
Table of Contents |
11 |
Table of Contents |
12 |
Table of Contents |
|
|
|
||
| a) | To annually review and evaluate the audit performance and the Corporate Governance Code, and to summit before the Board of Directors the amendments for their approval. |
|
|
|
|
|
|
|
| b) | To review and analyze, together with the Management and the internal and external audit team, the following: |
|
|
|
|
|||
| (i) | The quality and application of key accounting principles and practices; |
|
|
|
|
|
|
|
|
| (ii) | The internal control system and the policies related to the evaluation and management of risk; |
|
|
|
|
||
|
| (iii) | The effects of regulatory and accounting changes on financial statements; |
|
|
|
|
||
|
| (iv) | All operations, agreements and relevant commitments and all other non-consolidated relationships of the Company with entities, which relationships may have a material effect, present or future, on the financial statements; |
|
|
|
|
|
|
|
| (v) | All pro-forma information and proposal to be included in the financial statements and/or for their disclosure to third parties; |
|
|
|
|
|
|
|
| (vi) | Audited annual financial statements, interim financial statements and all other accounting-financial information to be provided to third parties. |
|
|
|
|
|
|
| c) | To analyze general policies of management and risk management. To monitor the risks of the Company and to communicate the Board of Directors on the results. |
|
|
|
|
|
|
|
| d) | With the support from external and internal auditors as the case may be, to review relevant changes to the internal controls, including factors that may significantly affect their effectiveness. |
|
|
|
|
|
|
|
| e) | To periodically request the Compliance Officer a report on the implementation of the Integrity Program and to approve plans, codes or procedures that may be incorporated as annexes to the Integrity Plan; and at least every six months, to inform the Board of Directors on the news related to the implementation and updating of the Integrity Program. |
|
|
|
|
|
|
|
| f) | Together with DAL, to review all legal matters that may affect the financial statements of the Company. |
|
|
|
|
|
|
|
| g) | Regarding the external auditor: |
|
|
|
|
|
|
|
|
| (i) | To annually evaluate the eligibility, independence and performance of the auditor and of the members of the audit team, including rotation policies of the auditor in charge and of the second-partners reviewers; |
|
|
|
|
|
|
| (ii) | The Supervisory Committee considers whether the services of the External Audit comply with SEC and CNV standards. The Supervisory Committee shall perform an annual review of the commitment, the efficiency and independence of the external auditor’s work. This review shall be made based on the information provided by the different Managements of the Company that interact with the external auditors and have the necessary knowledge to define their compliance as per the exposed parameters. Such review shall be later submitted to the Supervisory Committee as a report to then be considered by the Board of Directors. |
|
|
|
|
|
13 |
Table of Contents |
|
|
|
||
| (iii) | To analyze with the auditor all relationships or services that may affect their impartiality and/or independence; as part of this responsibility, the Supervisory Committee shall pre-approve audit services and others that the independent auditor may render so as to ensure that the services do not affect the auditor’s independence in accordance with the “Pre-approval policy and the Procedure Memorandum for audit services, services related to audit and tax services” opportunely adopted by the Supervisory Committee; |
|
|
|
|
|
|
|
| (iv) | To facilitate the resolution of all disagreements between the auditor and Management; |
|
|
|
|
|||
| (v) | To review the documentation submitted by auditors and to make queries to the partner of the audit firm that it may consider relevant. |
|
|
|
|
|
|
|
| h) | Together with the audit team, to analyze the following: |
|
|
|
|
|
||
|
| (i) | The difficulties informed by the auditor when performing the audit, including the limitations to the scope of work or access to the required information; |
|
|
|
|
||
|
| (ii) | Accounting adjustment and reclassifications identified or proposed by the auditor and that had not been recorded; |
|
|
|
|
|
|
|
| (iii) | Matters related to accounting and auditing aspects that may appear during the development of the work; |
|
|
|
|
|
|
|
| (iv) | Matters identified or problems stemming from the responses of Management to such adjustments, communications or letters, and |
|
|
|
|
|
|
| (v) | The annual audit plan. |
|
|
|
|
|
|
|
| i) | Regarding the internal audit: |
|
|
|
|
|
|
|
| (i) | To review and approve annual audit plans, which shall include monitoring activities of their implementations, effectiveness and resources allocation for their execution, as well as the analysis, prevention and detection of frauds and broad focus on the evaluation of the Company’s internal control. The Audit Plan covers audit and compliance activities executed by the Audit and Compliance Department. It is prepared based on risks weighed by impact and occurrence probability. |
|
|
|
|
|
|
|
| (ii) | To review the responsibilities, structure, eligibility and budget of the task; and |
|
|
|
|
|
|
|
| (iii) | To review the reports, plans for corrective measures and reports on compliance. |
|
|
|
|
|
|
|
|
The Supervisory Committee is formed by three directors. All of its members are independent directors.
Each member shall be sufficiently eligible and have experience in accounting, audit and finances matters and risk management. One of them shall be appointed “financial expert”.
The Committee shall regularly inform the Board of Directors on the actions made and the topics analyzed in its meetings. |
|
||
|
|
|
14 |
Table of Contents |
15 |
Table of Contents |
|
|
|
||
| i) | To watch that the social bodies duly comply with the law, the Bylaws, the Code and the decisions taken at the Shareholders’ Meeting. |
|
|
|
|
|
|
|
| j) | To supervise the Company’s liquidation. |
|
|
|
|
|||
| k) | To investigate the complaints made in writing by shareholders representing no less than 2% (two percent) of capital share. To mention them in a verbal report at the Shareholders’ Meeting and to express the corresponding considerations and proposals in that regard. To immediately call a Shareholders’ Meeting to decide on such matter when the investigated situation is not adequately treated by the Board of Directors and it is deemed necessary to act urgently. |
|
|
|
|
|
|
|
|
The Company has an internal audit department with direct report line to the Supervisory Committee and the General Management.
The internal auditors are responsible for the examination of the internal control system and for improvement recommendations.
This task is currently performed by employees.
All the members of the internal audit department are professionals in the Economic Sciences area and are highly qualified in internal audit, ethics, risk management and compliance. The Company has a training budget for the department and selects first level entities and universities for the necessary training activities. Moreover, all the members of the internal audit department are members of the Institute of Internal Auditors (IAIA) and the Argentine Ethics Association and Compliance. The internal audit department is independent from management and it reports directly to the Supervisory Audit Committee and the General Management.
The generally accepted internal audit regulations shall be complied with, which regulations are included in the Internal Audit Policy, identified as PD AU-001. Such document details the internal audit department’s functions, assigns roles and responsibilities and develops an internal audit methodology.
Its specific responsibilities are the following, among others: |
|
||
|
|
|
||
| a) | To review the reliability and the integrity of the Company’s operative information and the procedures implemented to identify, measure, classify and disclose such information. |
|
|
|
|
|
|
|
| b) | To review the systems established to ensure compliance with such policies, plans, procedures, laws and regulations that may have an important effect on the operations and reports of the Company, as well as to determine if such complies with them. |
|
|
|
|
|
|
|
| c) | To review the means used to safeguard and verify the existence of the Company’s assets. |
|
|
|
|
|
|
|
| d) | To review the operations or programs so as to verify whether they were carried out as per the plans. |
|
|
|
|
|
16 |
Table of Contents |
17 |
Table of Contents |
18 |
Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Central Puerto S.A. |
|
||
|
|||
Date: March 19, 2024 | By: | /s/ Leonardo Marinaro |
|
Name: | Leonardo Marinaro |
|
|
Title: | Attorney-in-Fact |
|
19 |