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Our Governing Body

On March 20, 2025, during the Ordinary Meeting of the General Assembly of Shareholders of Promigas, the following Board of Directors was appointed for the period from April 2025 to March 2027. Our Board of Directors acts in representation of the shareholders and for the benefit of the sustainable growth of the organization. Our members are professionals distinguished by their experience and exemplary leadership, ideally suited to guide the organization.

Corporate Governance

General Shareholders’ Meeting

The General Meeting of Shareholders holds annual ordinary meetings to review year-end reports, among other matters, and holds extraordinary meetings as required by the registered agent, the Board of Directors or its shareholders.

Board of Directors

It is our highest administrative body, which acts in representation of the shareholders and in benefit of the organization’s sustainable growth. 60% of our members are independent.

Board of Directors Committees

● Investment, Strategy and Sustainability Committee

● Auditing, Risk and Good Corporate Governance Committee

● Compensation and Development Committee

Board of Directors April 2025 - March 2027

Board Directors Composition by Gender

43% Men
57% Women
None belong to the minority interest.

Average lentgth of service: 9,09 years
Average attendance: 94% (2024)
Independent members:43%
Evaluation result: 8,6/10(2024)
See Evaluation
Expertise and competencies of the Board members

Promigas has a training program for new members of the Board of Directors, for them to receive sufficient details on the operational, financial, accounting, compliance, control, legal and other aspects of the company and contribute better within their role as directors.

The members of the Board of Directors will be elected according to professional skills, suitability and personal quality criteria, without discrimination due to race, gender or religious beliefs and, in all cases, a minimum of 25% of them will be independent.

Internal Regulations

The regulations seek to consolidate the principles, standards and procedures that govern the functioning of the Board of Directors of Promigas S.A. ESP and facilitate their management and provide increased transparency, efficacy and certainty in their actions.

INTERNAL BOARD OF DIRECTORS REGULATIONS

Support committes

AUDIT COMMITTEE

The Audit Committee's primary role is to provide counsel and assistance to the Board of Directors in overseeing the effectiveness of the company's internal control system and contributing to its enhancement. This process involves a careful consideration of the risks associated with the business and a comprehensive evaluation of all areas of the company.

It will also help to ensure that the preparation, presentation and disclosure of financial information complies with legal regulations.

AUDIT COMMITTEE REGULATIONS

Investment Committee

The main responsibility of the Investment Committee is to advise the Board of Directors on the analysis and assessment, decision-making and monitoring of investments, with the aim of ensuring the company’s profitable growth and that the investment portfolio creates value.

In order to ensure adequate support, the committee must order and ensure that the investment alternatives are aligned with the objectives, goals, strategies and needs of Promigas.

The committee does not replace the Board of Directors nor Management in their duties to search for opportunities. Its specific objective is to ensure that the decision-making processes related to investments include policies and procedures that contribute to achieving the strategic objectives of Promigas.

INVESTMENT COMMITTEE

The Compensation, Development and Nominations Committee

The objectives of this Committee are:

To ensure that human resource management at Promigas and related companies aligns with corporate guidelines and modern practices for the comprehensive development of individuals.
To maintain a fair and competitive compensation system that attracts, develops and retains individuals to fulfil the organisation's mission and strategic corporate objectives.

REGULATIONS OF THE COMPENSATION, DEVELOPMENT AND NOMINATIONS COMMITTEE

Strategy, Governance and Risk Committee.

The purpose of the Corporate Governance, Sustainability and Innovation Committee is to promote the adoption of policies, procedures and other regulations aimed at good governance, innovation and sustainable development. The relevant functions of the Corporate Governance, Sustainability and Innovation Committee consist of the evaluation and operation of the good governance of Promigas, its Board of Directors and Administration; support the management carried out by the Board of Directors related to the company's sustainability strategy; and prioritize and evaluate the emphasis of corporate innovation in the core axes of the business, the energy transition, digital innovation, among others.

This committee has the function, among others, of ordering and supervising that the investment alternatives adjust to the objectives, goals, strategies and needs of Promigas and analyze the proposals related to the definition of the corporate strategy, its monitoring and updating; and formulate recommendations for its implementation.

REGULATIONS OF THE STRATEGY, GOVERNANCE AND RISK COMMITEE

Technology and Cybersecurity Committee

This Committee has the following primary objectives: (i) To ensure that technology and cybersecurity are strategically integrated at all levels of the Company. This approach aims not only to drive sustainable growth, but also to enhance competitiveness and increase operational efficiency. (ii) To promote digital technologies as a key driver of growth and efficiency, while ensuring that cybersecurity provides a secure and resilient environment for all organizational operations.

TECHNOLOGY AND CYBERSECURITY COMMITTEE CHARTER

Appointment and Remuneration of Board of Directors Policy

APPOINTMENT AND REMUNERATION OF BOARD OF DIRECTORS POLICY

​​​​​​​​​​​​​​​​​​Our Governing B​ody