Committee Composition

Committee Composition

Audit Committee

Pursuant to Law No. 26,831 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.

Our audit committee is composed of no fewer than three independent members designated by our Board of Directors, who are independent under Rule 10A-3 under the Exchange Act (‘‘Rule 10A-3’’) and applicable NYSE standards.

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

The Company 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.

Pursuant to Law No. 26,831, the audit committee, among other things:

  • Advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;
  • Oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;
  • Oversees our information policies concerning risk management;
  • 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 reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;
  • 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;
  • Verifies the fulfillment of any applicable rules of conduct; and
  • Issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

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.

The following chart shows the members of our Audit Committee:

Name Status
Ricardo Enrique De Lellis Independent Director
Victoria Premroui Independent Director
Eduardo Braun Independent Director

Anti-Money Laundering and Anti-Terrorist Finance Committee

We have an anti-money laundering and anti-terrorist finance committee consisting of two members of our Board of Directors. Decisions of the Anti-Money Laundering and Anti-Terrorist FinanceCommittee 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 the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our financial statements,financial and accounting information and our consolidated financial statements and information;
  • Maintain an understanding of and ensure timely and appropriate responses regarding compliance with applicable rules and matters related to money laundering, conduct in the securities markets,data protection, reporting requirements and enforcement actions;
  • Ensure that the Code of Ethics and Internal Conduct Code comply with current rules and regulations,
  • Maintain an understanding of procedures to ensure that they are complete and up-to-date and approve such procedures to then bring them before the Board of Directors for its consideration and approval;
  • Advise Grupo Supervielle on its financial, reputational, legal and operative risks, and oversee compliance with policies designed to mitigate these risks;
  • Evaluate and improve the quality of Grupo Supervielle’s customer service, risk control and operations;
  • Ensure the proper intervention of the Board of Directors with respect to the approval of decisions adopted by the committees when required by corporate governance rules and to oversee compliance with these rules;
  • Oversee 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
  • Oversee the 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; and ensure that the anti-money laundering and anti-terrorist finance committee has a rapporteur member with knowledge relating to anti-money laundering and anti-terrorism finance who from time to time presents a report to the anti-money laundering and anti-terrorist finance committee regarding the state and relevant facts relating to each of Grupo Supervielle’s subsidiaries.

Additionally, the anti-money laundering and anti-terrorist finance committee must 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 must attend the meetings of the anti-money laundering and anti-terrorist finance committee if the committee so requests it, and must grant the anti-money laundering and anti-terrorist finance committee full cooperation and information. The anti-money laundering and anti-terrorist finance 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.

The following chart shows the members of our Anti-Money Laundering and Anti-Terrorist Finance Committee:

Name Status
Atilio Dell’Oro Maini Director
Jorge Oscar Ramirez Director
Hugo Santiago Enrique Basso Director

Risk Management Committee

The risk management committee is composed of two of our directors and members of the management team, and 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 theBoard of Directors for approval;
  • Designs effective information channels and systems for the Board of Directors related to risk management;
  • Ensures that ours 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 chart shows the members of our Risk Management Committee:

Name Status
Jorge Oscar Ramírez Director
Julio Patricio Supervielle Director
Emérico Alejandro Stengel Director
Ricardo Enrique De Lellis Independent Director

Credit House Limit Committee

The Credit House Limit committee is composed of at least three members of our Board of Directors, one of whom is the Chairman of the Board. The CEO of the Bank, the Chief Credit Risk Officer (‘‘CCRO’’) and the Bank’s heads of Retail Banking, Corporate Banking and Global Markets, are also members. The CCRO acts as chairman of the committee.

The Credit House Limit Committee is the highest authority in our and our subsidiaries’ credit risk decision-making structure with respect to assessing situations in which any credit approval limit is exceeded.

Our Credit House Limit committee performs the following functions:

  • Approves credit policies and each of our subsidiaries’ credit approval limits.
  • Reviews and establishes credit risk limits for our subsidiaries relating to facilities, duration, guarantees, special circumstances and environmental risks in connection with financing projects.
  • Confirms the credit policies approved by the board of directors of each of our subsidiaries.
  • Oversees the performance of each of our subsidiaries’ credit committees.

A quorum is established when more than half of the committee’s members are present and requires the presence of the chairman of the committee and at least two directors. A quorum of the majority of members present at the assembly is required to make any decision, and each of the directors may veto such decision. In the case of a tie, our CEO will have the deciding vote.

The following chart shows the members of our Credit House Limit Committee:

Name Status
Julio Patricio Supervielle Director
Jorge Oscar Ramírez Director
Emérico Alejandro Stengel Director

Ethics, Compliance and Corporate Governance Committee

The ethics, compliance and corporate governance committee monitors the implementation and enforcement of the corporate governance code for Grupo Supervielle and its subsidiaries, and the execution of the Ethics and Compliance Program. The ethics, compliance and corporate governance committee makes sure that we and our subsidiaries comply with the guidelines established by the CNV Rules, the Capital Markets Law (Ley de Mercado de Capitales) and the Communication “A” 5201 of the Central Bank. Among its duties, the ethics, compliance and corporate governance committee monitors the structure of our Board of Directors and committees and establishes the basic objectives that the Board of Directors and management must follow with respect to their activities and businesses.

The ethics, compliance and corporate governance committee periodically evaluates the operations and compliance levels of the Board of Directors and each of the existing committees, and may issue recommendations to improve efficiency. It also organizes annual training sessions with assistance from the Human Resources Manager. The ethics, compliance and corporate governance committee defines the policies and governing proceedings as to the Ethics and Compliance Program and is also in charge of engaging with local regulators (such as the CNV, Central Bank, ByMA, MAE and IGJ), international regulators and enforcing agencies, and ensuring compliance with each recommendation or proposal issued by them. The corporate governance committee also makes recommendations to our Board of Directors regarding how to comply with applicable guidelines established by the Basel accords.

The following chart shows the members of our Ethics, Compliance and Corporate Governance Committee:

Name Status
Atilio Dell’Oro Maini Director
Jorge Oscar Ramírez Director
Victoria Premrou Independent Director

Nominations and Compensations Committee

The Nominations and Compensations Committee is governed by the rules contained in the Bylaws, in this Regulation and in the applicable legislation.

Functions

The Nominations and Compensations Committee has the task of assisting the Board in matters of: (a) nomination of Directors and members of Senior Management and succession plans, (b) compensation policy for the Board of Directors, members of Senior Management and personnel in general and (c) human resources policies, training and evaluation of personnel performance (including incentive and variable remuneration plans).

Without prejudice to any other assignment by the Board of Directors, the Nominations and Compensations Committee will perform the following functions:

  • Assist the Board in the process of nominating Directors and in defining the criteria for the identification and selection of qualified individuals to be candidates to integrate the Board.
  • Identify and interview candidates to integrate the Board of Directors and recommend candidates to the Board of Directors to be nominated before the Shareholders Meeting.
  • Coordinate the induction process for new members of the Board of Directors and Senior Management.
  • To dictate the principles, parameters and guidelines of the compensations 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 plans, fixed and variable salaries and incentives plans, retirement plans and associated benefits, according to current regulatory provisions.
  • Carry out an annual evaluation of the economic incentives system to Senior Management, which may be carried out by an independent firm. Work together with the Committee of Integral Risks in the evaluation of the stimuli generated by the mentioned system of economic incentives to the personnel.
  • Prepare (together with the Ethics, Compliance & Corporate Governance Committee) the criteria and guidelines of the Board's self-evaluation process and review it periodically.
  • Coordinate the implementation of the annual self-assessment of the Board of Directors and prepare an annual report on the subject, in accordance with the established guidelines and evaluation criteria. Also coordinate the self-evaluation of the Board Committees functioning.
  • Submit to the Board proposals for strategic human resources plans, 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 these strategic plans.
  • Dictate the guidelines to conduct the annual evaluation of staff performance.
  • Submit proposals for the appointment of senior managers of the companies of Grupo Supervielle (CEO, Deputy CEO and Executive Managers).
  • Promote the achievement of high standards in terms of integrity and honesty on the part of all employees of Grupo Supervielle and its subsidiary companies.
  • Approve and inform the Board of Directors of the hiring of insurance policies applicable to the Board of Directors and members of the Senior Management.
  • Review the organizational structure of Grupo Supervielle and its subsidiary companies.
  • Propose recommendations to the Board about its composition.
  • To exercise those other powers assigned to this Committee by the Board of Directors.
  • Composition, Renewal and Termination

    The Nominations and Compensations Committee will be made up of at least 3 directors. The chairman of the Committee must be an independent director under the terms of the Rules of the CNV (Argentinian Securities and Exchange Commission.)
    The Chief Human Resources Officer will be the Secretary of the Committee.
    The CEO of Grupo Supervielle S.A. may be invited or any of the subsidiary CEOs that corresponds according to the agenda of the session. Other officials and advisors that the Committee deems pertinent may attend at the request of the Committee.
    The members of the Committee will be elected by the Board of Directors for two-year terms and may be re-elected to their position.

    Meetings

    The Committee will meet at least bimonthly to consider the agenda to be proposed by the Chief Human Resources Officer or more frequently if necessary to fulfill its functions. It will also meet at the request of any of its members.

    The quorum will be validly constituted when at least two member Directors attend the session. The agreements will be adopted by majority.
    Minutes will be prepared in which the topics discussed in each session will be detailed, as well as the items that require further follow-up.

    Information to the Board of Directors

    The Committee will inform the Board of Directors of the development of its actions and will propose the measures it deems appropriate to take in the scope of its functions.

The following chart shows the members of our Nominations and Compensations Committee:

Name Status
Eduardo Braun Independent Director – Chairman
Julio Patricio Supervielle Director
Hugo Enrique Santiago Basso Director

Members of the Board of Directors that make up the committee do not perform executive functions in the company.

Disclosure Committee

The disclosure committee is responsible for the following tasks:

  • supervise our system of controls and disclosure procedures to ensure (i) 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 release 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.
  • propose to the Board the policy for the management of confidential information and control its compliance, particularly that related to legal persons.

The following chart shows the members of our Disclosure Committee:

Name Status
Jorge Oscar Ramírez Director
Atilio Dell’Oro Maini Director
Ricardo Enrique de Lellis Independent