SOUTHERN PERU COPPER CORPORATION 32. 3.  Shareholders will be able to include within rea- sonable limits issues for debate in the General  Meetings. Issues so introduced will address corporate con- cerns and fall within the Meeting’s legal and  statutory jurisdiction. The Board will not reject  these requests without providing the shareholder a  reasonable cause. (Principle I.C.2) X The Company will announces its General Meetings with  due anticipation so shareholders can introduce new issues  for debate in the agenda. Procedures will be enforced to  ensure the issues for debate relate to corporate concerns  and fall within the company’s legal and statutory jurisdic- tion. Company bylaws determine the mechanisms giving  each shareholder the option to propose candidates to a  Board position.  COMPLIANCE 0  1  2  3  4  4.  Bylaws should not limit shareholders entitled to  participate in the General Meeting from being repre- sented by a person designated by them.   (Principle I.C.4.i). X Corporate bylaws do not limit participation, representa- tion or voting rights.  5.  Companies issuing investment grade or other non  voting shares should give their stockholders the op- tion to exchange them for ordinary voting shares or  to offer this option at the time of issuance.  (Principle II.A.1, third paragraph)  X At the end of 1995, the company exchanged investment  grade stock for ordinary shares. At present, investment  grade shares owned by third parties account for 0.7% of  SPCC’s total equity.  PRINCIPLE REASONS FOR THE CHOSEN OPTION SOUTHERN PERU COPPER CORPORATION 33. 6.  The number of elected board members should al- low providing an independent judgment on issues  involving a conflict of interest. Shareholders without  control may also be called to participate in these  debates.  X The Board will sit three independent members who will  crucially take part in the decisions involving conflict of  interests. COMPLIANCE 0  1  2  3  4  Independent Board members are chosen for their  professional reputation and are not related to the  company’s management or its main shareholders.  (Principle II.B) X SPCC’s independent board members are renowned inter- national professional executives, unrelated to the major- ity stockholder.  The term “relationship” is defined in the Regula- tions on Indirect Ownership, Relations and Economic  Group approved by CONASEV Resolution  722-97-EF/94.10 and its subsequent general rules.  Main shareholders are individuals or corporations  who own five percent (5%) or more of the issuing  company’s capital stock. Independent Board members comply with the regulations  approved by the Securities and Exchange Commission  (SEC) similar to CONASEV’s to qualify as independent  directors. PRINCIPLE REASONS FOR THE CHOSEN OPTION