Petroperú will publish this month a plan to optimize its directory

Petroperú finalizes details to strengthen its corporate governance and allow the entry of more independent directors to its board, whose appointment would no longer be resolved by the General Meeting of Shareholders (AGM), with a view to carrying out its first public offering of shares in the next two or three years.

Through DU 023-2022, the Government ordered last October the implementation of a plan to strengthen the oil company at the corporate level, which was entrusted to the prestigious international consulting firm Arthur D. Little (ADL).

ADL’s restructuring plan was approved by the Petroperú board of directors on July 20, and then by the JGA – made up of the ministries of Energy and Mines and Economy and Finance – on the 25th of that month.

This is where it passes to a working group within the state company, which has already presented a first draft that must be evaluated by the board of directors before going to the shareholders, with an approval deadline of September 26.

Necessary changes

Pedro Chira, president of the board of directors of Petroperú, said that among the measures promoted is a modification of the corporate documents – statute and regulations that govern the board – so that the two independent directors are elected by examination of capabilities and enjoy autonomy to make the decisions. of decisions.

Currently, the board of directors has six members: five appointed by the AGM—one of them being the president—and one who is elected by the company’s workers. In practice, the President of the Republic and the shareholders can appoint whoever they see fit.

“Today we already have two independents, but the nomination is made by the JGA. From now on, they would have to follow a meritocratic selection process, as is the case with other oil companies in the region,” he said for La República.

Chira explained that the changes will also affect the president of the board of directors himself. The idea is that the process is meritocratic for everyone: once the plan is implemented, everyone will have to be previously evaluated. The difference is that part of them “will now go through an even tougher process.”

Some decisions that were previously fully of the board of directors are also being transferred to the AGM, in addition to outlining work on points associated with the company’s policies regarding differentiating the roles of the General Management and the Presidency of the board of directors.

“The aim is to strengthen the role of the administration and specify the roles so as not to find points of contradiction between the functions of a board president and a general manager,” he said.

In this way, the oil company also lays the first stone for another of ADL’s recommendations: cleaning up the company to go to an IPO (public sale offer) around 2026.

Petroperú and a key change in its corporate matrix

10 years ago, the Budget Law for 2014 introduced a modifying provision unrelated to its subject so that the members of the Petroperú Board of Directors can be removed by the AGM, in accordance with Law 26887, which is the General Law of Companies.

ADL’s plan is not the first approach to corporately strengthen Petroperú. The board of directors for fiscal year 2022 also channeled a bill through Minem with this same objective.

Currently, the two independent directors of the state company meet a series of requirements regulated in SMV and are characterized by having no relationship with either the shareholder or Management. The other three are non-independent.

The word

Pedro Chira Fernández, president of Petroperú

“The composition of the board of directors, the way in which directors are elected and removed, and the time or number of years in office are being changed, following high standards for companies of this level.”