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;
  • 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.

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 Independent Director
Victoria Premrou Independent Director
Eduardo Pablo Braun Independent Director

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 Director
    Jorge Oscar Ramirez 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 Director
Julio Patricio Supervielle Director
Emérico Alejandro Stengel Director
Laurence Nicole Mengin de Loyer 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 CCO, the Bank’s heads of Personal and Business Banking, Corporate Banking and Treasury and Trading Desk, are also members. The CCO acts as secretary 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.

The following table sets forth the members of the 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 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 Corporate Governance, Ethics and Compliance Program, aiming to a progressive convergence towards the international standards of ethics, compliance and corporate governance;
  • proposes to the Board of Directors the annual agenda and schedule for the execution of the Corporate Governance, Ethics and Compliance Program;
  • defines policies and procedures related to ethics and compliance;
  • promotes, follows-up and oversees the compliance with the Corporate Governance, Ethics and Compliance Program 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 corporate governance objectives;
  • 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 Corporate Governance, Ethics and Compliance Program as well as on incidents and complaints on a quarterly basis;
  • proposes to the Board of Directors any changes to the terms of reference of the ethics, compliance and corporate governance committee in order to improve the execution of its objectives and functions;
  • proposes recommendations to the Board about its composition;
  • defines policies and guidelines with regards to the Group’s related parties;
  • revises the terms of the Code of Ethics and of the Code of Corporate Governance on an yearly basis; 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 Director
Victoria Premrou Independent Director

Nominations and Compensations Committee

The nominations and remuneration committee is tasked with assisting the Board of Directors in the following: (a) nomination of Directors and members of the senior management and their succession plans, (b) remuneration policy for the Board of Directors, members of the senior management and staff in general and (c) human resources policies, training and evaluation of staff performance (including the incentive and variable remuneration schemes).

The following table sets forth the members of the Nominations and Remuneration Committee.

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

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
Jorge Oscar Ramírez Director
Atilio Dell’Oro Maini Director
Laurence Nicole Mengin de Loyer Independent Director