Corporate
Governance

We seek to operate our business responsibly, ethically, and in alignment with the interests of our stakeholders.

Board independence and background
Five out of six members (83%) are independent under NYSE, SEC and CNBV standards.

We believe independent Board Members bring fresh perspectives and diverse skills to company oversight. Additionally, Vista Board Members have a varied background and a varied skill set, as shown below. All of our Board Members have corporate governance and risk management experience.

Oil & Gas

Energy transition and renewables

Innovation and technology

Climate change

Risk Management

ESG advocacy

Reglatory trends

Diversity, equity and inclusion

Human Capital

Compensation

Supply chain and market development

Finance and capital markets

Audit

Board nomination
Board nominations are submitted for consideration of the Company’s shareholders gathered at the Annual Shareholders’ Meeting, who will accept or reject nominations. Additionally, Board members complete a self-assessment process on an annual basis, based on a questionnaire specially developed for that purpose.
Board and executive compensation
The process to define Board compensation begins with a benchmarking analysis of industry peers. Based on this analysis, the Compensation Committee issues a recommendation, which is then reviewed and approved by Vista’s Board. Finally, the proposed compensation is submitted to shareholders for approval at the Annual Shareholders’ Meeting.

Our executive compensation program aligns company performance and executive pay. This payfor-performance philosophy has three components:

  • Monthly salary
  • Annual bonus linked to operational and financial results
  • Long-term incentive payable in Company shares


Our compensation philosophy is designed to attract and retain highly trained, experienced and committed executives capable of creating value in a complex energy business landscape.
Board Committees
The Board is responsible for the oversight of our business, delegating some aspects of specific areas to its standing committees: Audit, Compensation and Corporate Practices.
Board committees composition
Member
Chair

Independent Board Member

CPC1

AC2

CC3

Susan Segal

Mauricio Doehner Cobian

Pierre-Jean Sivignon

Gérard Martellozo

German Losada

CPC1:

Corporate practices committee

AC2:

Audit committee

CC3:

Compensation committee

Vista’s Board of Directors oversees the execution of our sustainability strategy, as well as our risk management policies and procedures, including those related to climate action. 

The Corporate Practices Committee specifically reviews the execution of our ESG plan on a quarterly basis, focusing on progress vis-à-vis annual targets, overall project execution and risk analysis. The Committee provides guidance and feedback to the Executive Team, and reports progress to the Board. This flow strengthens our decision-making process and ensures we remain focused on achieving our ESG goals. 

At a corporate level, we have a cross-functional working group, composed of members of our Leadership Team, in charge of executing Vista’s ESG projects. Our ESG framework creates an effective portfolio with projects that have short- and long-term objectives and an accountability system to monitor our progress. We believe this framework enhances our capacity to design, execute and report progress on ESG projects and initiatives, and also assess and manage risks following TCFD governance recommendations.

Ethics and transparency are fundamental pillars of our business development.

We constantly work with our teams to maintain an ethical culture across the whole company, ensuring our employees conduct their daily activities in accordance with Vista’s values. Vista’s ethical and cultural framework is defined by the guidelines included in our Code of Ethics and Conduct and its supplemental policies and procedures.

We are aligned with governance, business ethics, anti-corruption and anti-bribery best practices, showing our commitment to honest and ethical conduct beyond compliance.

Our ethics and compliance program is comprised by six corporate integrity elements, which are available for all our employees, contractors and stakeholders in general.

Elements of Vista’s Ethics and Compliance Program

Code of Ethics and Conduct

Our Code defines the way we conduct our business and is designed to help us fulfill our obligations, respect each other in the workplace, and act with integrity in the market.

Policies and procedures associated to the Code of Ethics and Conduct

  • Corrective Conduct and Actions Policy
  • Cybersecurity Policy
  • Cybersecurity Standard
  • Internal Investigation Procedure
  • Insider Trading Policy
  • Open Door Communication Policy
  • Whistleblower Protection Policy

All policies are available to our employees at our digital OMS portal.

Board of Directors

The Vista Board of Directors strongly supports Vista’s Ethics and Compliance Program and is responsible for overseeing our business, in accordance with applicable laws in the United States, Mexico, and Argentina. The Board oversees our Ethics and Compliance Program on a quarterly basis through its Corporate Practices Committee.

Ethics Committee

The Ethics Committee is composed of the members of the Executive Team and the General Counsel.

Ethics Line

Argentina

Toll free

0800-34-LINEA (54362)

Email

vista@bdolineaetica.com

México

Toll free

+(52) 55-4166-0170

Email

denunciasvista@bdomexico.com

Periodic training to management and employees

We combine live courses and workshops with shorter web-based virtual courses to refresh contents.
Argentina’s channels are:
Toll Free Line
Mexico’s channels are:
Toll Free Line

We are aware of the impact and importance human rights play in all business sectors, including the energy industry, and have incorporated the risk of a breach in human rights principles into our Corporate Risk Matrix. Social risk management, a key element of our Social Management System, incorporates proactive risk assessment and management of social engagement, including human rights assessment.

Corporate elements of our commitment to human rights:

Human Rights policy is available to our employees and all our stakeholders on our website.

Senthuman rights policyhuman rights policy

Human Rights watch clause included in the Terms and Conditions in all our contracts with service providers.

Sentintegrity policy for contractors & suppliersintegrity policy for contractors & suppliers

Internal domestic violence protocol, including financial aid and legal advice to employees.

Direct dialogue channels with our communities publicly available on our website.

SentCommunity feedbackCommunity feedback

Community engagement framework, covering local community engagement and social risk and impact management.

Corporate risk management

Through our Enterprise Risk Management (“ERM”) process we identify and assess a broad spectrum of current and potential sources of risk, that may compromise our ability to operate safely and responsibly.

Our Corporate Risk Matrix (“CRM”) helps us monitor risk sources, which include global macroeconomics, domestic economy, policy and regulation, labor and social issues, competitive dynamics, availability and quality of infrastructure and services, breaches in compliance, integrity of internal processes, and climate change. The CRM also maps our mitigation plans for each of the risks under analysis.

The CRM is monitored by the Executive Team on an ongoing basis, and reported every quarter to the Corporate Practices Committee, which is responsible for reviewing and reporting to the Board. We constantly review the scope of our CRM.

Climate risk management

We recognize that climate change poses long-term risks to our industry and business. To address this, we aim to strengthen the resiliency of our business model and our corporate climate risk governance to effectively manage climate-related risks.

Our ERM framework ensures consistent risk management practices, including climate risks, which are tracked in our CRM with assigned ownership, controls, and mitigation plans.

The CRM includes both transition and physical climate risks classified in the following categories: Regulatory and legal, Market, Physical, Financial, Reputational, and Technological. These risks may impact our operations and financial performance. The expandable section below outlines their potential scope, impact, and our mitigation efforts.

Climate risk assessment results

Risks factors

Regulatory and legal risks

Scope

Laws and regulations in the jurisdictions where we operate are increasing their focus and requirements related to calculating and communicating environmental impact.

Examples of policies that directly impact our company include carbon tax and greenwashing litigation.

Mitigation and action plan

  • Robust compliance policies and procedures.
  • Use carbon price in base case long-range planning and forecasting.
  • Legal and communications advise to avoid greenwashing.

Risks factors

Market risks

Scope

Market trends and shifts in consumer preferences could affect Vista’s ability to access capital and secure adequate or prudent insurance coverage. If demand for oil and gas were to decline, this could have a negative impact on our financial.

Mitigation and action plan

  • Execution of the GHG emission reduction, carbon removal and avoidance plan.
  • External ESG consulting support for insight on market trends and reporting requirements.
  • External consulting support in global markets and local context assessment.

Risks factors

Physical risks

Scope

Our operations and suppliers and partners can be affected by floods, forest fires, earthquakes, hurricanes, and other extreme weather or geologic events. Climate change may also increase the frequency of severe weather conditions that may impact our business and financial results.

Mitigation and action plan

  • Business continuity and emergency preparedness plans and stress tests.
  • Leverage existing tools to monitor and track extreme weather events and natural disasters.
  • Employee safety is monitored and managed through our HSE, human rights and sustainability policies.

Risks factors

Reputational risks

Scope

Our reputation could decrease or increase our cost of doing business, depending on the perception of various stakeholders. The potential risks are tied to changing customer or community perceptions of an organization’s contribution to or detraction from the transition to a lower- carbon economy.

Mitigation and action plan

  • Transparency on progress with stakeholders through this report, investor presentations, our website and annual reports.
  • Participation and leadership in industry groups, trade associations, community interest groups, public-private collaborations, and other forums.
  • Agile and resilient company culture and employee engagement.

Risks factors

Technology risks

Scope

We depend on, among other things, the availability and scalability of existing and emerging technologies to meet our business goals, including our ESG targets. Limitations related to the development, adoption, and success of these technologies or the development of disruptive technologies could have a negative impact on our long-term business resilience.

Mitigation and action plan

  • Adequate project selection.
  • nvest in pioneering tech solutions and in the energy transition space through our corporate vehicles, as per our innovation framework.
  • Dedicated innovation team who leverages the latest technologies in our operations and ensure steady access.

Our cybersecurity strategy aims to safeguard our technological assets and data, while enhancing the resilience of our entire value chain. This ensures the integrity and reliability of our operations.

Our practices aligned with the latest cybersecurity regulations set by the U.S. Securities and Exchange Commission in 2023, which seek to enhance and normalize reporting regarding cybersecurity risk management, strategy, governance, and incident disclosure.

The cybersecurity team reports periodically to the Executive Team through an internal Cybersecurity Committee, chaired by our CTO, which meets at least quarterly and reports to the Corporate Practices Committee, also on a quarterly basis. Our cybersecurity practices are aligned with standards such as the NIST Cybersecurity Framework 2.0, ISA/ IEC 62443, and the new SEC regulations.

2024 cybersecurity performance highlights:
Cybersecurity maturity score based on NIST CSF 2.01
Critical cybersecurity-related incidents since 2019
Compliance on annual cybersecurity training for our entire workforce

100%

1 Based on NIST (National Institute of Standards and Technology) CSF (Cybersecurity Framework) where maturity is assessed from 0 (lowest) to 5 (highest) across 108 categories. Our 2023 maturity level reported was validated by KPMG as of December 2023.

Contact us to learn more or share your questions about our work with local communities.