X Information discussed by the Board is properly document- ed and sent to Board members seven days before their  meeting or earlier to permit a detailed review. Corporate  staff is available to the Board to address their concerns  about the reported information.  21. The Board will follow clearly defined policies when  retaining specialized advice services needed by the  company to ensure appropriate decision-making.  (Principle V.F, third paragraph) X When deemed appropriate, the Board will approve at  its sole discretion, the hiring of specialized companies  to provide advice on the best course of action to be fol- lowed when making major decisions.  22. New Board members will be informed of their pow- ers and responsibilities, and about the company’s  structure of organization and characteristics. (Principle V.H.1) X All Board members have been instructed about their  powers and responsibilities. In addition, they were  explained the Company’s organizational structure and  characteristics. The Company has carried out induction  programs on the Company’s operations for the members  of the Board. 20. Information referred to issues for debate at each  meeting will be made available to Board members  sufficiently in advance to allow their review, unless it  concerns strategic matters requiring confidentiality. In  this latter case, it will be necessary to put in place the  mechanisms Board members need to properly evalu- ate the issues at hand.  (Principle V.F, second paragraph)  REASONS FOR THE CHOSEN OPTION COMPLIANCE PRINCIPLE 0  1  2  3  4  SOUTHERN PERU COPPER CORPORATION 40. 23. Procedures must be in place for the Board to elect  one or more substitute members, should there be no  alternate Board members already and one or more  Board positions are declared vacant, so the cor- responding terms are completed, unless otherwise  determined in the company bylaws. (Principle V.H.3) Corporate  bylaws  include  a  clear  procedure  to  fill vacant Board positions. The number of Board  members is kept at a level that allows meeting  good corporate governance needs and provide ad- equate knowledge needed in SPCC’s mining operations. 24. The functions of the Chairman of the Board, and  those performed by the Executive President and the  General Manager’s as required, will be clearly stated  in the company’s bylaws or internal regulations,  in order to prevent duplicate functions and likely  conflicts.  (Principle V.1, first paragraph)  X  These functions are defined in the corporation’s bylaws,  its internal policies and job descriptions that clearly dif- ferentiate the attributions under each such position.  25. The company’s organizational structure shall avoid  concentrating functions, attributions and respon- sibilities on the Chairman of the Board, the Chief  Executive Officer, the General Manager and other  company senior management officials, as the case  may be.  (Principle V.I, second paragraph) X These powers and attributions are clearly defined in  SPCC’s bylaws and by Management. The Board and Man- agement have avoided concentrating decision-making in  these positions by establishing limits to their attributions  and responsibilities.  X COMPLIANCE PRINCIPLE REASONS FOR THE CHOSEN OPTION 0  1  2  3  4  SOUTHERN PERU COPPER CORPORATION 41.