Petroperú's statute modified to strengthen its governance

This Petroperú release was published using machine translation.

The General Meeting of Shareholders (AGM), in a session held on September 25, approved the modification of the Bylaws, the Regulation of the Internal Regime of Organization and Functioning of the Board of Directors and the Regulation of the General Meeting of Shareholders of Petróleos del Perú – Petroperú SA, in order to strengthen its governance and contribute to its sustainability, in line with the company's Restructuring Plan and in compliance with the provisions of section 4.2 of Emergency Decree No. 023-2022.

Among the modifications, the strengthening of the requirements to be a member of the Board of Directors stands out, as well as the definition of selection criteria and a structured process for the selection of members of the Board. In addition, gender diversity guidelines are included for its composition, as well as the incorporation of professionals specialized in matters of relevance to the sector and the management of the company. Likewise, modifications have been incorporated in relation to the functions of the Board of Directors and General Management.

The modifications described above are aligned with best practices of good corporate governance of companies in the sector at the regional level and in accordance with the guidelines of the National Fund for Financing State Business Activity (Fonafe) in terms of governance, in compliance with what is stated in Emergency Decree No. 023-2022.

These modifications will come into effect after 15 calendar days from the day after their approval. The modifications related to the composition, the requirements for the position and the selection process of directors will be applied when the renewal of the Board of Directors or the appointment of a new director is appropriate. This process will allow us to overcome various limitations associated with the high turnover of managers and contribute to the fulfillment of the corporate strategy and governance.

It is recalled that Petroperú is a State company organized to function as a public limited company, in accordance with the provisions of Legislative Decree No. 43 – Law of the Petróleos del Perú Company, so - in addition to its own rules - it is governed by the provisions of the General Companies Law referring to public limited companies.

Organization structure

Likewise, on September 26, 2023, with Board Agreement No. 122-2023, the new basic organizational structure was approved, which is part of the administrative reorganization of Petroperú provided for in the aforementioned Emergency Decree and which will enter into effect within a period of up to 90 days.

The progress of these actions is reported to the General Meeting of Shareholders and the Comptroller General of the Republic, in compliance with the provisions of the Executive and for the sake of transparency and good management practices that the company has been implementing.