Committee Composition

Committee Composition

Audit Committee

Pursuant to the Argentine Capital Markets Law and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors.

As a foreign private issuer listed in the United States, our audit committee is composed of independent members designated by our Board of Directors, who are independent under Rule 10A-3 under the Exchange Act.

All three members of our audit committee are financially literate, and Laurence Nicole Mengin de Loyer, who is a financial expert.

We will take the necessary measures to ensure that independent alternate members are available in order to fill possible vacancies. A quorum for a decision by the audit committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may cast two votes in the case of a tie. Pursuant to our bylaws, audit committee members may participate in a meeting of the committee by means of a communication system that provides for a simultaneous transmission of sound, images and words, and members participating by such means count for quorum purposes and the committee will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system. If the committee holds meetings by means of such communication system, it must comply with the same requirements applicable to Board of Directors’ meetings held in such way. Decisions of the audit committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV Rules, the audit committee must hold at least one regularly scheduled meeting every three months.

Our audit committee performs the following functions:

  • oversees the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our consolidated financial statements, financial and accounting information and our consolidated financial statements and information;
  • takes notice of complaints regarding accounting, internal controls over financial reporting and auditing matters, received through the applicable procedures.
  • provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;
  • advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;
  • ensures that the Code of Ethics and Internal Conduct Code comply with current rules and regulations;
  • maintains an understanding of the auditing procedures to ensure that they are complete and up-to-date and approves such procedures to then submit them to the Board of Directors for their consideration and approval;
  • takes knowledge of Grupo Supervielle’s financial, reputational, legal and operative risks, and oversees compliance with policies designed to mitigate these such risks;
  • advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;
  • issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV;
  • verifies the fulfillment of any applicable rules of conduct;
  • oversees the maintenance of adequate internal controls by each of Grupo Supervielle’s subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and
  • advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited.
  • issues a report before any Board of Directors´ resolution to buyback our shares;
  • at least once a year and upon the filing of the Company´s annual financial statements, issues a report to the Board and the shareholders addressing the work done to perform its duties, and the results of its work; and
  • performs all duties stated in its chart, our bylaws and laws and regulations.

Additionally, the audit committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the audit committee if the audit committee so requests it, and are required to grant the audit committee full cooperation and information. The audit committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation that it may deem necessary.

The following chart shows the current membership of our Audit Committee:

Name Status
Laurence Nicole Mengin de Loyer* Chairperson - Independent Director
Eduardo Pablo Braun Independent Director
José María Orlando Independent Director

* As from the Shareholders’ Meeting held on April 27, 2021, Ms. Mengin de Loyer is a Non-Independent Director pursuant to the CNV Regulations whereas she is an Independent Director pursuant to Rule 10A-3 of the Exchange Act.


Anti-Money Laundering and Anti-Terrorist Finance Committee

We have an anti-money laundering and anti-terrorist finance committee consisting of three members of our Board of Directors. Decisions of the Anti-Money Laundering and Anti-Terrorist Finance Committee are recorded in a special corporate book and signed by all members of the committee who were present at the meeting.

Among its duties, the anti-money laundering and anti-terrorist finance committee must:

  • oversee compliance with current applicable anti-money laundering rules and ensure that Grupo Supervielle and its subsidiaries are in compliance with best practices related to anti-money laundering;
  • take knowledge of the amendments to the applicable regulations and provide for the timely revision of the internal policies and procedures manuals accordingly;
  • maintain an understanding of the best market anti-money laundering practices and oversee its implementation at the Group’s and its subsidiaries’ level;
  • oversee compliance with disclosure of information to the competent authorities; and
  • carry out all those functions established by the rules of the Financial Intelligence Unit and other applicable provisions on the matter.
  • The following table sets forth the members of the anti-money laundering and anti-terrorist finance committee.

    Name Status
    Atilio Dell’Oro Maini Chairman - Director
    Emérico Alejandro Stengel Director
    Hugo Santiago Enrique Basso Director

Risk Management Committee

The risk management committee is composed of at least two directors and of members of our management team, and of management of our main subsidiaries.

Our risk management committee performs the following functions:

  • develops strategies and policies for the management of credit risk, market risk, interest rate risk, liquidity risk, operational risk and other risks that could affect us, makes sure our strategies and policies are in line with regulations and best practices and oversees their correct implementation and enforcement and defines Grupo Supervielle’s risk appetite and tolerance and the global risk profile for the approval of the Board of Directors;
  • approves limits relating to the management of credit risk, market risk, interest rate risk and liquidity risk, and monitors the evolution of key indicators relating to operational risk, which includes a map of risks used by the trading desk for trading operations and the map of risks for investment operations at a consolidated level;
  • periodically monitors the risks that Grupo Supervielle faces and the application of strategies and policies designed to address such risks;
  • defines the general criteria for pricing risk;
  • evaluates the adequacy of capital with respect to Grupo Supervielle’s risk profile;
  • defines policy and the methodological framework for performing stress tests with respect to risk management, approves scenarios for conducting individual stress tests for particular and general risks, evaluates and discusses the results of the stress tests that are presented and recommends contingency plans to address such risks, utilizes the results of the stress tests for the consideration of establishing or revising the limits and brings all of the results of the tests to the Board of Directors for approval;
  • designs effective information channels and systems for the Board of Directors related to risk management;
  • ensures that our subsidiaries’ management compensation plans incentivize a prudent level of each risk;
  • approves risk management quantitative models and monitors the effectiveness of such models; and
  • remains aware of the memos and rules related to risk published by each regulatory agency that regulates any of our subsidiaries, as well as understands the repercussions that the application of such memos or rules could have on our operations.

The following table sets forth the members of the risk management committee.

Name Status
Jorge Oscar Ramírez Chairman - Director
Julio Patricio Supervielle Director
Emérico Alejandro Stengel Director
Laurence Nicole Mengin de Loyer Independent Director

Ethics, Compliance and Corporate Governance Committee

The ethics, compliance and corporate governance committee is tasked with assisting the Board of Directors in adopting the best practices of good corporate governance aimed at maximizing the growth capacity of Grupo Supervielle and its related companies and prevent the destruction of value. It also assists the Board of Directors in overseeing its Ethics and Compliance Program. Our ethics, compliance and corporate governance committee performs the following functions:

  • prepares and submits to the Board of Directors for its approval the Code of Corporate Governance and the codes, policies and procedures with regards to Ethics and Compliance, aiming to a progressive convergence towards the international standards of ethics, compliance and corporate governance;
  • proposes to the Board of Directors the agenda related to Ethics and Compliance;
  • defines policies and procedures related to ethics and compliance;
  • promotes, follows-up and oversees the compliance with the Code of Corporate Governance and with the codes, policies and procedures related to Ethics and Compliance and informs the Board of Directors of any deviations that may occur and makes recommendations accordingly;
  • takes knowledge of all applicable regulations and their impact within the Group’s practices;
  • makes recommendations to the Board of Directors on the gradual and progressive adoption of the provisions set forth by the CNV and the Central Bank regarding corporate governance standards;
  • takes knowledge of the recommendations of the Basel Committee accords and makes recommendations to the Board of Directors for their gradual and progressive adoption;
  • submits to the Board of Directors an Annual Report of Compliance with the Code of Corporate Governance;
  • reviews the results of the inspections carried out by the Central Bank and any other regulatory bodies and addresses the observations of the external auditors as regards ethics, compliance and corporate governance issues;
  • reports to the Board of Directors on the general situation of the Code of Corporate Governance, Ethics and Compliance as well as on incidents and complaints;
  • proposes to the Board of Directors any changes to the terms of reference of the Board Committees in order to improve the execution of its objectives and functions;
  • proposes policies and procedures to the Board of Directors for the assessment and self-evaluation of the Board and its members and of the board committees;
  • defines policies and guidelines with regards to the Group’s related parties;
  • revises from time to time the terms of the Code of Ethics and of the Code of Corporate Governance; and
  • carries out any other acts within its competence, as may be requested by the Board of Directors.

The following table sets forth the members of the ethics, compliance and corporate governance committee.

Name Status
Atilio Dell’Oro Maini Chairman - Director
Laurence Nicole Mengin de Loyer Director

Nominations and Remuneration Committee

The Nominations and Remuneration Committee is made up of at least 3 directors. The Chairman of the Committee must be an independent director under the Regulations terms of the Comisión Nacional de Valores (National Securities Commission.)

The Nominations and Remuneration Committee performs the following functions:

  • Assist the Board of Directors in the nomination of Directors process and in the definition of criteria for identification and selection of qualified individuals to be candidates for the Board of Directors.
  • Identify and interview candidates to be part of the Board of Directors and recommend candidates to the Board to be nominated at the Shareholders' Meeting.
  • Coordinate the induction process for new members of the Board of Directors and Senior Management.
  • To dictate principles, parameters and guidelines of remuneration policies applicable to independent and non-independent members of the Board of Directors, Senior Management and staff in general, including (as the case may be) fee schemes, fixed and variable salaries and incentive plans, retirement plans and associated benefits, following current regulatory provisions.
  • Carry out an annual evaluation of the financial incentives system for Senior Management, which may be carried out by an independent firm. Work together with the Risk Management Committee in evaluating incentives generated by the aforementioned economic incentive system for personnel.
  • Prepare (in conjunction with the Ethics, Compliance & Corporate Governance Committee) criteria and guidelines for the Board's self-evaluation process and review it periodically.
  • Coordinate implementation of the Board's annual self-evaluation and prepare an annual report on the matter, in accordance with established evaluation guidelines and criteria. Also coordinate self-evaluation of the Board Committees performance.
  • Raise proposals for strategic human resources plans to the Board, including but not limited to, human capital development plans, incentive plans and / or monetary and non-monetary benefits, communication plans, labor relations plans and training plans and carry out periodic monitoring of the implementation of said strategic plans.
  • To dictate guidelines to conduct annual performance evaluations of personnel.
  • Submit proposals to the Board of Directors for appointments of senior managers of Grupo Supervielle companies (CEO, Deputy CEO and Senior Managers).
  • Promote achievement of high standards of integrity and honesty on the part of all employees of Grupo Supervielle and its subsidiaries.
  • Approve and inform the Board of Directors of the contracting of insurance policies applicable to the Board of Directors and members of Senior Management.
  • Review the organizational structure of Grupo Supervielle and its subsidiaries.
  • Propose recommendations to the Board of Directors regarding its composition.
  • Exercise those other competencies assigned to this Committee by the Board of Directors.
Name Status
Eduardo Pablo Braun Chairman - Independent Director
Julio Patricio Supervielle * Director
Hugo Enrique Santiago Basso Director
Laurence Nicole Mengin de Loyer Independent Director

* Julio Patricio Supervielle is an executive Director in his capacity as CEO of the company

Disclosure Committee

The disclosure committee is responsible for the following tasks:

  • supervise our system of controls and disclosure procedures to ensure that the information required to be made known to the public (directly or through regulatory bodies) is recorded, processed, summarized and reported accurately and in a timely manner;
  • evaluate the effectiveness of disclosure controls and procedures to determine the need or desirability of making changes to those controls and procedures in relation to the preparation of the next periodic reports;
  • review of any information related to a material fact that must be submitted to the Argentine Securities and Exchange Commission, Buenos Aires Stock Exchange, Mercado Abierto Electrónico S.A., Securities and Exchange Commission, New York Stock Exchange, the Argentine Central Bank, the Superintendency of Insurance, and any other regulatory body with which it interacts and which relates to (i) mandatory reports; (ii) press releases containing financial information, information on significant or material transactions; (iii) publication of relevant facts, (iv) oral communication and written correspondence for dissemination to shareholders and investors; and (v) any other relevant piece of information that should be communicated; and
  • propose to the Board the policy for the management of confidential information and control its compliance, particularly that related to legal persons.

The following table sets forth the members of the disclosure committee.

Name Status
Julio Patricio Supervielle Chairman - Director
Atilio Dell’Oro Maini Director
Laurence Nicole Mengin de Loyer Independent Director

COMMITTEE FOR THE ANALYSIS OF OPERATIONS WITH RELATED PARTIES

The committee for the analysis of operations with related parties has advisory and supervision powers to evaluate the operations to be performed between by Grupo Supervielle’s related parties as established in the Policy of Approval of Operations with Related Parties, Connected Counterparties and Related Persons in order to ensure that such operations are granted under the conditions required by the applicable regulations and in a transparent manner.

The following table sets forth the members of the committee for the analysis of operations with related parties.

Name Status
Atilio Dell´Oro Maini Chairman - Director
Laurence Nicole Mengin de Loyer Director
Eduardo P. Braun Independent Director
Julio Patricio Supervielle Director

CYBERSECURITY COMMITTEE

The main objectives of the Cybersecurity Committee are to evaluate and implement the policies that are proposed with regards to cybersecurity within the field of the Information Security, including the definitions of risk appetite and the risk map of information security. In addition, it must ensure compliance with these policies, including the contingency plans for cybersecurity events.

The following table sets forth the members of the cybersecurity committee.

Name Status
Julio Patricio Supervielle Chairman - Director
Atilio Dell´Oro Maini Director
E. Alejandro Stengel Director

FINTECH COMMITTEE

The main objectives of the Fintech Committee are to analyze and approve the Company’s interest in fintech ventures, products and related projects; to propose and approve budgets and investments for each undertaking; and to monitor the evolution of undertakings and projects.

The following table sets forth the members of the fintech committee.

Name Status
E. Alejandro Stengel Chairman - Director