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Southern Copper

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FY2004 Annual Report · Southern Copper
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CONTENTS

OPERATING HIGHLIGHTS 

MAIN SPCC STATISTICAL DATA 

LETTER TO THE SHAREHOLDERS 

PRODUCTION STATISTICS 

FIVE-YEAR

SELECTED FINANCIAL AND STATISTICAL DATA 

FIVE-YEAR

EXPANSION AND MODERNIZATION PROGRAM 

EXPLORATION 

COMMUNITY OUTREACH 

RESULTS OF OPERATIONS 

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

DIVIDENDS AND CAPITAL STOCK 

ENVIRONMENTAL AFFAIRS 

GENERAL INFORMATION 

DESCRIPTION OF OPERATIONS AND DEVELOPMENT

Cover page: Preparing explosive for blasting at Toquepala mine

MEMBERS OF THE BOARD OF DIRECTORS 

02

05

06

10

11

12 

14

14

16

18

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23

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Operating highlights  
(tons)

Operating area or plant 

Toquepala 

Total material moved (000’s) 

Ore milled (000’s) 

Concentrate produced 
Copper in concentrate 

Molybdenum produced 

Cuajone 

Total material moved (000’s) 

Ore milled (000’s) 
Concentrate produced 

Copper in concentrate 

Molybdenum produced 

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SX/EW 

Treated solutions (thousands of cubic meters) 

Cathodes produced 

Smelter 
Concentrates smelted 

Blister produced 

Refinery 

Cathodes produced 

Total Cu SPCC 

Total Cu SPCC (000’s of pounds) 

Total Mo 

R: Production records 

2004 

115,120  R 

21,807  R 

580,110  R 
160,852  R 

6,004  R  

101,265 

29,319 
752,941  R 

194,389  R 

4,657 

45,903  R 

42,125 

1,213,030  R 

320,722 

280,679 

387,870  R 

855,106  R 

10,661  R 

2003

105,242

21,208

505,236
142,373

4,153

97,471

29,798
710,004

184,528

4,867

43,604

47,756 

1,182,870

314,920

284,006

366,890

808,853

9,020

Copper Reserves 

Unit 

Toquepala

Sulfides 

Leachable 

Cuajone

Sulfides 

Leachable 

2004 

2003

MINERAL RESERVES 

 (000’s TONS) 
DECEMBER 31, 2004 

AVERAGE COPPER

CONTENT (%)
DECEMBER 31, 2004

597,817 

1,732,229 

1,093,883 

57,348 

0.73

0.18 

0.64

0.40

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Anode casting at the Ilo Refinery

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
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Tailings disposal at Quebrada Honda Dam

Main SPCC Statistical Data

Productivity

Tons of copper per employee

Copper Sales

Thousands of tons

SX/EW Production

Thousands of tons

93 

92 

97 

105 

109

354.183 

370.643 

365.433 

375.160 

392.083

56.065 

54.428 

52.854 

47.756 

42.145

120

100

80

60 

40 

20

400
350
300
250
200
150
100
50

60

50

40

30

20

10

2000 

2001 

2002 

2003 

2004

2000 

2001 

2002 

2003 

2004

2000 

2001 

2002 

2003 

2004

Copper Production

Thousands of tons

Refinery Production

Thousands of tons

340.665 

342.264 

346.486 

374.656 

387.870

264.743 

277.260 

281.669 

284.006 

280.679

400
350
300
250
200
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100
50

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250

200

150

100

50

2000 

2001 

2002 

2003 

2004

2000 

2001 

2002 

2003 

2004

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Letter to the Shareholders 

of  Americas  Mining  Corporation  (AMC),  the  holding  of 

Southern Peru foresees the investment projects it carries 

On behalf of Southern Peru’s Board of Directors, we want 

Grupo Mexico engaged in mining operations. After eight 

out will further consolidate its position among the main 

to  express  our  gratitude  to  the  workers  and  employees 

2004 was an outstanding year for Southern Peru Cop-

growth also resulted from higher mined ore grades and 

to estimates, the pre-feasibility study will continue dur-

months  of  comprehensive  work,  the  Special  Committee 

producers  of  metals  worldwide,  therefore  signaling  a 

for  their  effort  and  dedication,  to  our  clients  for  their 

per Corporation (SPCC). In addition to the substantial 

recoveries in 2004.

ing 2005. 

of  Disinterested  Directors  advised  the  Board  to  accept 

positive economic return for our shareholders, a contri-

trust and loyalty, and to you, our shareholders, for your 

rise  in  the  price  of  metals  produced  by  the  Company, 

the  offer.  The  proposal  was  approved  by  a  majority  of 

bution for the relevant countries and their communities, 

long-term support.

SPCC’s output and sales reached unprecedented levels. 

Greater  output  at  Cuajone  mine  in  2004  also  resulted 

Southern Peru launched major projects in 2004, such as 

the Board and, once authorized by the relevant regulat-

and a benefit for SPCC workers. 

The production of copper, molybdenum, and silver in-

from  higher  ore  grades  in  2004  and  improved  recovery 

the one related with the Leaching Dums Project, where 

ing authorities, the shareholders will vote on the matter 

creased  6.06%,  17.79%,  and  6.0%,  respectively,  as 

in grinding that resulted in 752,941 tons of concentrate, 

conveyor  belts  will  be  replaced  with  haulage  trucks  to 

during the first quarter of 2005.

compared  to  2003.  Company  products  sold  (copper, 

also  an  unprecedented  production  level.  SX/EW  cop-

transport  minerals  at  the  Toquepala  mine.  Construction 

molybdenum, silver) also increased 115%.

per output decreased 12.4 million pounds due to lower 

works are scheduled to conclude in June 2005. 

grades  in  the  pregnant  leaching  solutions  (PLS).  The 

Price hikes were outstanding during 2004 as compared 

smelter also attained a new record by smelting 1,213,030 

Also  in  2004,  as  part  of  the  Environmental  Compliance 

to  the  previous  year.  Average  price  of  products  was: 

tons of concentrate.

copper, $1.30 per pound, that is, 60% higher than in 

and Management Program agreed with the government 

of Peru, SPCC began to upgrade the Ilo smelter. The up-

2003;  molybdenum,  $16.21  per  pound,  a  300%  in-

Net income was an outstanding item in 2004: it reached 

graded smelter will use Australian Isasmelt technology to 

crease; silver, $6.68 per ounce, as compared to $4.87 

$597 million, or 400% higher than in 2003. Operating 

process 1.2 million tons of copper annually, with anodes 

in 2003. 

cash cost per pound of copper decreased from $0.399 

as the final product instead of the blister bars produced at 

to $0.046 due mainly to high price of molybdenum, a 

present. Sulfur capture will be of the order of 95%, well 

With respect to 2004 production, mined copper totaled 

by-product of copper mining.

over the standards required by environmental regulations 

876  million  pounds  in  2004.  Higher  copper  output  at 

in  force.  The  smelter  upgrading  is  the  largest  environ-

SPCC  resulted  mainly  from  expanded  production  at  the 

At present, SPCC has mining operations in Peru, Mexico 

mental project undertaken by our Company in Peru, and 

Toquepala  mine  and  higher  treated  volumes  after  pro-

and Chile, with beds to be explored that might increase 

once it is completed, it will mean the conclusion of SPCC’s 

cessing  capacity  increased  at  the  concentration  plant. 

the  Company’s  reserves  and  future  profile.  SPCC  also 

environmental commitments in the country.

The  Toquepala  concentration  plant  produced  580,111 

maintained its prospecting program in all of Peru, mainly 

tons  of  concentrate,  a  new  production  record.  Further-

in the south, focusing in the finding of copper and gold 

SPCC continued its globalization efforts during 2004. The 

more, Toquepala mine also produced more molybdenum: 

resources. With respect to Los Chancas project, the drill-

Board of Directors appointed a special committee to ana-

output  increased  from  4,153  tons  to  6,004  tons.  This 

ing program was maintained during 2004 and, according 

lyze the proposal to acquire Minera Mexico, a subsidiary 

6.

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GERMÁN LARREA MOTA-VELASCO

Chairman of the Board 

OSCAR GONZÁLEZ ROCHA

President and Chief Executive Officer

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Large flotation cells at Cuajone Concentrator 

9.

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Five-year Production Statistics 
Southern Peru Copper Corporation and Subsidiaries

Five-year Selected Financial and Statístical Data 
Southern Peru Copper Corporation and Subsidiaries

Copper production 

 2004 

2003 

2002 

2001 

2000

Mines (copper content in thousands of pounds) 
Toquepala 
Cuajone 
SX/EW 
Total mines 

Smelter (copper content in thousands of pounds)  
SPCC concentrates 
Purchased concentrates 
Total smelter 

Refineries (thousands of pounds of copper) 
Ilo 
SX/EW 
Total refineries 

Copper sales (thousands of pounds) 
Refined 
In blister 
In concentrates 
SX/EW 
Rod 
Total sales of copper 

Molybdenum (thousands of pounds of concentrate content) 
Mines 
Toquepala 
Cuajone 
Total produced  
Sales of molybdenum in concentrate 

Silver (thousands of ounces) 

Smelter (in blister)  
Ilo SPCC concentrates 

Refinery 
Ilo 

Sales of silver 
Refined 
In blister 
In concentrates 
Total sales of silver 

354,618 
428,553 
92,869 
876,040 

707,071 
- 
707,701 

618,790 
92,869 
711,659 

498,535 
65,442 
63,294 
79,832 
157,292 
864,395 

13,237 
10,267 
23,504 
23,503 

4,523 

3,823 

3,820 
414 
364 
4,598 

313,878 
406,814 
105,283 
825,975 

687,727 
6,552 
694,279 

626,126 
105,283 
731,409 

625,266 
61,863 
35,586 
104,371 
- 
827,086 

9,156 
10,731 
19,887 
19,953 

4,270 

3,599 

3,615 
365 
212 
4,192 

276,513 
370,834 
116,524 
763,871 

632,910 
64,836 
697,746 

620,974 
116,524 
737,498 

621,197 
68,619 
- 
115,826 
- 
805,642 

9,292 
9,049 
18,341 
18,178 

3,710 

3,661 

3,645 
389 
 - 
4,034 

270,619 
363,951 
119,993 
754,563 

636,845 
86,801 
723,646 

611,254 
119,993 
731,247 

612,138 
84,302 
- 
120,688 
- 
817,128 

9,035 
9,377 
18,412 
18,511 

3,829 

3,452 

3,498 
453 
- 
3,951 

232,886
394,548
123,602
751,036

606,965
45,267
652,232

583,658
123,602
707,260

582,724
57,775
17,083
123,258
-
780,840

8,243
7,638
15,881
16,043     

4,188

3,343

3,454
411
220
3,975

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For the years ended December 31,  
(in millions, except per share and employee data)

Consolidated statement of earnings  

Net sales 
Operating costs and expenses (1)  
Operating income  
Minority interest of investment shares in

income of Peruvian branch 

Extraordinary loss  

Net earnings  

Per share amount 

Net earnings - Basic and diluted  
Dividends paid  
Consolidated balance sheet 

Total assets 
Cash and marketable securities  
Total debt  
Stockholder’s equity  

Consolidated statement of cash flows 

Cash provided from operating activities  
Dividend paid  
Capital expenditures  
Depreciation & depletion  

Capital stock 

Common shares outstanding  
NYSE Price – high  
Price – low  

Class A common shares outstanding  
Book value per share  
P/E ratio  

Financial ratios 

Current assets to current liabilities  
Debt as % of capitalization  
Employees (at year end)  

2004 

2003 

2002 

  2001 

  2000

$  1,703 
787  
916  

5  
- 
597  

$  

$ 
$ 

7.23  
2.39 

$  2,597  
591  
289  
1,712  

717  
191  
172  
78  

14.1  
$  54.10  
$  26.53  

65.9  
$  21.40  
6.53  

$ 

$  

$  
$  

$ 

$ 

$ 
$ 

$ 

798 
581  
217  

1  
-  
119  

1.49  
0.57  

1,931  
295  
349  
1,315  

191  
45  
50  
74  

14.1  
48.85  
14.42  

65.9  
16.44  
31.65  

$ 

$  

$ 
$  

$ 

$ 

$  
$  

$ 

665 
546  
119  

1  
(9)  
61  

 0.76  
0.36  

1,752  
148  
299  
1,241  

130  
21  
77  
68  

14.1  
15.54  
10.82  

65.9  
15.71  
20.67  

$ 

$  

$ 
$ 

658 
568  
89  

1  
(2) 
47  

0.58  
0.36  

$  1,823  
213  
396  
1,209  

$ 

$ 
$  

$ 

151  
29  
117  
76  

14.1  
15.10  
8.42  

65.9  
15.12  
26.07  

$ 

$  

711
561
150

2
 -
93

$ 
$ 

1.16
0.34

$  1,771
149
347
1,192

$ 

161
27
113
77

14.1
$ 16-7/16
$  11.00

65.9
$  14.90
12.84

2.2  
14.4%  

3,544  

2.5  
20.9%  
3,566  

3.1  
19.3%  
3,575  

1.9  
24.5%  
3,726  

3.3
22.4%
3,682

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Notes to Five-year Selected Financial and Statistical Data:
(1) Includes provision for worker’s participation of $78.8 million, $16.8 million, $8.9 million, $5.9 million and $12.1 million in the years ended December 31, 2004, 2003, 2002, 2001 and 2000.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12.

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EXPANSION AND MODERNIZATION PROGRAM

a fixed crusher at the exit of the mine, 6.5 km of conveyors 

ready  on  their  way  to  the  field.  Earth  movement  works 

On  the  other  hand,  it  is  being  developed  the  Engineer-

to the plant, purchases for the power substation started 

conclude in 2005 to define the method that will be used 

In  reference  to  the  Expansion  and  Modernization 

downstream to the south dumps and a system of stacking that 

done  in  collaboration  with  Mine  Operations  concluded 

ing  for  the  Construction  of  the  New  PLS  Dams  Project, 

during the third quarter of 2004 and the works for such 

in tailings disposal in Toquepala and Cuajone in the next 

Program announced in previous years, we continued their 

will allow to place leachable ore in dumps of low height (no 

after  moving  1.4  million  cubic  meters  to  the  large  ditch 

this project is complementary with the Leaching Dumps 

power substation, at the end of 2004. It is estimated that 

35 years. 

implementation: 

more than 30-50m). The ore size will be such that all of ith will 

and work to prepare the platform for equipment assembly 

Project, given that, throughout the increase of the new 

the works will be completed by July 2006.

pass through the 9-inch mesh. The annual treatment capacity 

started. Civil work for the crusher facility has accomplished 

dumps, new collection dams are required because during 

In  2004  we  did  the  engineering  studies  and  procure-

In Toquepala, engineering was concluded and the construction 

will be 50.2 million metric tons of leachable ore.

88% progress. By year end, electromechanical assembly 

the construction of the new dumps a moment will arrive 

The Location Studies for Tailings Disposal continued with 

ment for a new Copper Filter and ancillary equipment for 

of the Leaching Dumps Project began. This project consists 

started and should conclude by June 2005, to then start 

where  the  deposited  mineral  would  cover  current  PLS 

evaluations to replace the conventional tailings treatment 

operations. Civil work started in December and the new 

in the replacement of the carriage of leachable ore through 

As  of  December  2004,  70%  of  the  Project  had  already 

with commissioning and startup tests before building the 

dams,  located  in  the  Quebrada  Toquepala.  This  Project 

systems  using  cyclones  with  others  like  state  of  the  art 

filter should start operating in the second quarter 2005. 

truck by conveyor belts, which will require the installation of 

been  completed  with  the  main  pieces  of  equipment  al-

ramp to start laying down the mineral for leaching. 

also includes pumping stations and PLS conveyance pipes 

flocculants and double cyclones. Studies and tests should 

Progress so far has reached 51%.

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Mill Site sunset at Cuajone Concentrator

 
 
 
 
 
 
The Ilo Smelter Modernization Project. The new smelter 

Towards the end of 2004, contractors were chosen for 

community environment. Resources would be 27.1 million 

southern area and is particularly involved in the sustain-

proving  water  use,  and  promoted  planting  of  oat  for 

will use an Isasmelt furnace and two rotatory furnaces 

the Ocean Water Intake and for Underground Services. 

tons with an average of 0.89 Au grams per ton and 13.0 

able  development  and  wellbeing  of  the  people  of  Tacna 

cattle feed. In Tarata, construction of a nursery is under 

to  skim  matte  from  slag  in  the  fusion  stage,  the  con-

Construction is expected to conclude in June 2006, with 

Ag  grams  per  ton.  A  drilling  program  of  2,500  m.  has 

and Moquegua, where it promotes and directly conducts 

way to support fruit growing, and we are also providing 

verter stage will be done in four Peirce Smith converters 

commissioning  and  startup  commencing  one  month 

been planned for 2005. SPCC has a 44.245% share in the 

social investment initiatives in the neighboring communi-

training for other local produce. In Locumba, Sama and 

15 feet of diameter by 35 feet long, three of which will 

later.  The  new  Smelter  should  become  operational  in 

Tantahuatay Proyect.

ties. These initiatives take place in jointly managed efforts 

Ite  valleys,  works  focused  on  irrigation  infrastructure 

be refurbished and one will be new; also, a new anode 

November 2006 to allow us meeting our Environmental 

with various public agencies and the people themselves. 

and business management training. In Huaytire, a new 

plant, a new acid plant and a new oxygen plant will be 

Conformance and Management Program (PAMA) ahead 

As  part  of  the  comprehensive  exploration  plans  within 

SPCC is also deeply committed to fulfill its social responsi-

study on pasture productivity will determine the conve-

installed, as well as other auxiliary facilities.

of the January 2007 deadline.

the  Peruvian  territory  for  2005,  a  program  of  15,000 

bility principles. Its social responsibility philosophy directs 

nience of introducing cultivated grasses. To determine 

Processing capacity will be 1.2 million tons of concen-

EXPLORATION

exploration prospects, considering porphyry copper sys-

environment in its role as facilitator of socioeconomic de-

ated the extension and strength of pastures.

trated  copper  per  year.  Levels  of  SO2  collection  will 

During 2004, the Company completed the final phase of 

tems and epithermal gold systems.

velopment. Southern Peru is a good corporate, social and 

reach  95%,  a  level  which  exceeds  the  environmental 

Los Chancas Project diamond drilling program with a total 

environmentally  responsible  neighbor,  an  approach  that 

•  Livestock:  We  continued  to  provide  support  to  sheep 

legislation  in  force.  The  final  product  of  the  new 

of 10,400 meters. Second phase of metallurgical test was 

We  actually  have  in  Peru  direct  control  of  131,831.59 

was fulfilled in its co-participatory projects.

breeding, sustainable vicuna breeding, enhanced cat-

smelter will be anodes instead of the blister currently 

also completed during the year. Process for estimation of 

hectares of mining properties.

tle livestock raising, and dairy processing. A cattle arti-

produced.

probable and proved mineral reserves has begun and pre-

In 2004, SPCC carried out the following main projects:

ficial insemination and stabling program was launched. 

feasibility studies will soon start. Analysis at this point in-

In  Chile,  during  2004,  the  Company  initiated  explora-

In Torata, we started a veterinarian assistance plan. In 

meters  of  diamond  drilling  will  be  executed  in  different 

the Company’s community outreach to the geographical 

the condition of pastures, an agristologic census evalu-

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In  2004,  Fluor  started  developing  the  engineering 

dicate resources amounting to 200 million tons with values 

tion  work  on  the  acquired  mining  properties  executing 

•  Water management. Phase V of the Chilligua Canal con-

Suches Huaytire we continued improving alpaca breed-

and  procurement,  and  has  reached  66%  progress. 

of 1.0% copper, 0.07% Mo, and 0.12 Au grams per ton. 

diamond  drilling  programs  in  two  prospects  located  in 

cluded in Torata Valley in Moquegua. Small irrigation in-

ing. In Tacalaya, Candarave, we started alpaca breed-

Purchase  orders  were  placed  for  the  main  pieces  of 

the III Region, which are being explored for copper-gold. 

frastructure improvements were made in four valley areas. 

ing and control of sarcocystosis in domestic camelids. 

equipment taking the longest time for manufacturing. 

We  are  exploring  a  porphyry  copper  system  in  the 

We will continue our exploration program extending our 

The Water Users Board in Torata received our logistic and 

In Higuerani, Ilabaya, Tacna, we started a guinea pig 

Also  starting  in  the  third  quarter,  Fluor  will  start  the 

south of Peru, which is in its evaluation stage. We have 

work to the I Region. 

technical support. In Candarave, Tacna, we built the Mari-

breeder’s  pilot  program.  The  communities  engaged 

Project’s  construction  management.  Site  preparation 

completed a diamond drilling program of 21,792 meters 

sol Water Divide to benefit the Cairani, Huanuara, Canda-

in  these  activities  are  provided  ongoing  technical  as-

for  the  new  plants  has  already  started  and  is  70% 

and plan to continue an additional program of 20,000 

The  Company  owns  35,258  hectares  of  mining  rights 

rave and Quilahuani districts. In Higuerani we improved 

sistance  in  health  and  animal  husbandry.  Arondaya, 

complete.  Demolition,  reinforcement  and  foundation 

meters in order to determine the existing resource. 

within the I and III Regions in Chile. 

the canals and installed advanced irrigation systems. 

in Cuajone, started a program to support subsistence 

work for the new anode plant is 35% complete. Work 

animal husbandry to improve camelid, sheep and goat 

at the anodes plant is expected to conclude in the third 

No  drilling  program  was  executed  in  the  Tantahuatay 

COMMUNITY OUTREACH

• Agriculture: In Candarave we assisted potato and garlic 

farming by providing veterinarian training to young lo-

quarter 2005. 

Proyect.  All  efforts  were  oriented  to  social  issues  and 

Southern  Peru  is  a  major  economic  engine  in  Peru’s 

seed  areas,  continued  enhancing  alfalfa  fields  by  im-

cal residents.

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State of the art GPS system 
in  use at drilling

 
 
 
 
 
 
•  Marketing: In Candarave, we contributed to organiz-

study  was  completed  in  the  Sama  river  in  Yarascay, 

molybdenum, and a significant hike in the price of copper 

ing and providing the equipment for a meat marketing 

in  Tacna,  to  determine  the  feasibility  of  building  a 

and molybdenum.

association of farmers who receive training and tech-

reservoir. 

nical  assistance  from  SPCC  technical  experts.  Man-

Price  of  copper  during  2004  in  the  London  Metal  Ex-

agement  so  far  has  proven  successful  and  the  farm-

•  Other activities: In Candarave and Torata we fostered 

change  (LME)  and  the  New  York  Commodity  Exchange 

ers  own  a  refrigerated  truck  and  two  fully  equipped 

the organization of agricultural fairs. 

(COMEX) was of 130 and 129 cents per pound of copper 

facilities, one in Toquepala and another in Cuajone. In 

respectively, compared to 81 cents in 2003.

Torata,  construction  of  a  Stockpiling  Center  is  under 

The  Social  Responsibility  program  achieved  highly 

way. In Higuerani, a channel was created for directly 

satisfactory  results  in  2004,  thanks  to  our  technicians 

The recent surge in the price of molybdenum  has had a 

marketing  guinea  pigs  from  farms  to  the  Toquepala 

sharing  the  neighboring  communities’  daily  activities. 

significant  effect  on  the  Company´s  traditional  calcula-

soup kitchens. 

This  allowed  for  leveraging  their  strengths,  setting  pri-

tion of cash cost and comparisons between periods. Ac-

ority needs, identifying and mitigating deficiencies, and 

cordingly, the Company is presenting cash costs with and 

•  Basic  infrastructure:  Colocaya  river  in  Ilabaya  was 

generally contributing to improved living standards. Our 

without  the  inclusion  of  all  revenues  from  byproducts. 

canalized  and  levees  built  along  its  banks.  Oconchay 

company  was  therefore  able  to  efficiently  manage  its 

When  calculating  operating  cash,  SPCC  excludes  cost 

in  Ilabaya  and  Nuevo  Camilaca  in  Candarave  were 

relations with the environment around it. 

depreciation,  amortization  and  depletion,  exploration, 

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breeding area, sleeping enclosures, breeding modules 

RESULTS OF OPERATIONS FOR THE 

recurring nature.

for  mating  and  fenced  fields  will  provide  advanced 

YEARS ENDED DECEMBER 31, 

pasture management. 

2004, 2003 AND 2002

•  Capacity  building:  Torata  started  a  pilot  project  for 

diluted  earnings  of  $7.46  per  share,  compared  to  net 

capacity building in schools and production organi-

earnings  of  $119.2  million  or  diluted  earnings  of  $1.49 

zations. 

per share in 2003, and $60.6 million or diluted earnings 

SPCC  reported  2004  net  earnings  of  $596.8  million  or 

•  Large  projects:  A  pre-feasibility  study  of  the  water 

flow  in  the  Callazas  river  in  Candarave  will  deter-

The improvement in the Company´ s results for 2004 is 

mine  a  likely  dam  construction,  while  a  sediments 

due mainly to a production increase of mined copper and 

of $0.76 per share in 2002.

Cathodes dispatch at the SWEW
Plant in Toquepala

“Net sales of Southern 
Peru were $1,715.9 million in 
2004, the highest sales in the past 
five years.”

The Company´s operating cash cost, as defined, for the three years ended December 31, is as follows:

Cash cost per pound of copper produced (without 

byproduct revenue) 

2004 

2003 

2002

 (in cents per pound) 

4.5 

68.3 

39.9 

58.1 

45.6

57.8

Net Sales: Net sales in 2004 were $1,715.9 million, compared with $798.4 million in 2003 and $664.6 million in 2002. 

Sales increased in 2004 by $917.5 million, a 114.9% increase over the previous year, mainly due to higher copper and 

molybdenum sales and higher sales of the Company´ s byproduct metals, molybdenum and silver.

Prices: Sales prices for the Company´s metals are established principally by reference to prices quoted in the London Metal 

Exchange (LME), the New York Commodity Exchange (COMEX) or published in Platt´s Metals Week, for dealer oxide aver-

age prices for molybdenum.

connected  to  the  power  grid.  In  the  Huaytire  alpaca 

workers´  participation  provisions  and  items  of  a  non-

Cash cost per pound of copper produced 

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“By the end of 2003, thirty-one 
of PAMA proyects were already completed, 
including all commitments related to the 
Company’s operations in Cuajone and 
Toquepala.”

Cathodes washing at the SWEW 
Plant in Toquepala

Cathodes handling  at the SWEW 
Plant in Toquepala

Price/Volume data 

Average Metal Prices 

Copper (per pound – LME) 

Copper (per pound – COMEX) 

Molybdenum (per pound) 

Silver (per ounce – COMEX) 

Sales volume (in thousands)

Copper (pounds) 

Molybdenum (pounds) (1) 

Silver (ounces) 

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(1)  The Company’s molybdenum production is sold as concentrates. 
   Volume represents pounds of molybdenum contained in concentrates.

2004 

2003 

2002

$ 

$  

$ 

$  

1.30 

1.29 

16.21 

6.68 

$ 

$ 

$ 

$ 

0.81 

0.81 

5.32 

4.89 

$ 

$ 

$ 

$ 

0.71

0.72

3.77

4.60

DIVIDENDS AND CAPITAL STOCK

The Company paid dividends to stockholders of $191.4 

million or $2.39 per share in 2004, compared to $45.4 

million or $0.57 million per share in 2003, and $28.7 

million  (including  $7.2  million  used  by  the  Company 

to  honor  an  overdue  receivable)  or  $0.36  per  share 

in 2002.

  864,395 

23,503 

4,597 

   827,086 

  19,953 

4,192 

Distributions to the investment shares minority interest 

were $1.5 million, $0.4 million and $0.3 million in 2004, 

805,642

2003 and 2002, respectively.

18,178 

4,034 

On  January  31,  2005,  a  transaction  dividend  of  $1.25 

per common share, totaling $103.4 million, was declared 

payable March 1, 2005. 

The  Company´  s  dividend  policy  continues  to  be  re-

erations (smelter and refinery) are audited three times a 

established by the government, and (2) identify areas af-

viewed during the Board of Directors´ meetings, taking 

year, and the operations at the Toquepala and Cuajone 

fected by inactive operations which needed remediation.

into  consideration  the  current  intensive  capital  invest-

mines, twice a year at each mine. The Company has not 

ment  program,  including  the  smelter  modernization, 

incurred  in  material  breach  of  environmental  laws  and 

By  the  end  of  2003,  31  of  such  projects  were  already 

and  the  expected  future  cash  flow  generated  from 

regulations.

operations. 

completed,  including  all  PAMA  commitments  related  to 

the  Company’s  operations  in  Cuajone  and  Toquepala. 

ENVIRONMENTAL AFFAIRS 

Environmental  Compliance  and  Management  Program 

smelter  operations.  The  primary  areas  of  environmental 

The  Company’s  activities  are  subject  to  Peruvian  laws 

(known by its Spanish acronym, PAMA) to the Peruvian 

concern are: (1) Smelter reverberatory slag eroded from 

and regulations. The Peruvian government, through its 

government. A thorough third party environmental audit 

the  slag  deposits  up  until  1994,  and  (2)  Atmospheric 

As part of these regulations, SPCC submitted in 1996 the 

The three pending PAMA projects are related to the Ilo 

Ministry  of  Energy  and  Mines  (MEM),  conducts  seven 

was  conducted  in  order  to  elaborate  the  PAMA.  The 

Emissions from the Ilo smelter.

annual audits of SPCC’s mining and metallurgical opera-

PAMA covered all current operations that did not have an 

tions. Through these environmental audits, all matters 

approved environmental impact study at the time. SPCC’s 

The  slag  remediation  program  is  progressing  as  sched-

related  to  environmental  commitments,  compliance 

PAMA  was  approved  in  January  1997  and  contains  34 

uled  and  should  be  completed  by  2007.  Once  the  pro-

with  legal  requirements,  as  well  as  atmospheric  emis-

mitigation measures and projects necessary to: (1) adapt 

gram is completed, no environmental risks are foreseen 

sions and effluent monitoring are reviewed. The Ilo op-

the  existing  operations  to  the  environmental  standards 

regarding this issue.

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Regarding  the  smelter  emissions,  the  third  phase 

The  Company  has  sufficient  funds  at  hand  to  com-

The law was amended on May 28, 2004. The amended 

of  the  Ilo  smelter  modernization  has  started  and 

mence the project, but significant additional funds will 

law, as published, announced a requirement for exist-

is  scheduled  for  completion  by  2007.  In  July  2003, 

be  necessary  for  its  completion.  The  Company  has  an 

ing mining operations to present the MEM with a Mine 

the  Company  awarded  Fluor/Xstrata  the  contract  to 

approved  Peruvian  bond  program  of  $750  million,  of 

Closure  Plan,  within  one  year,  or  before  October  15, 

provide  the  technology  and  basic  engineering  for  the 

which  $199  million  have  been  issued.  There  can  be 

2004.  Since  the  regulations  have  not  been  approved, 

The third phase of the Ilo 
smelter modernization has started 
and is scheduled to be completed 
by 2007.

expansion  and  modernization  of  the  Ilo  smelter.  The 

no assurance that the entire Ilo smelter project can be 

on October 15, 2004, SPCC submitted the MEM a no-

selected proposal meets SPCC’s requirements, i.e., us-

financed  with  Peruvian  resources.  The  Company  plans 

tice stating that based on current legislation the Com-

ing proven technology (ISASMELT from Australia) and 

to finance the portion of the cost that is not financed in 

pany was unable to make a reasonable estimate of its 

complying with the current environmental regulations. 

Peru with funds from operations or by placing additional 

closure obligation. It is expected that final regulations 

It  is  estimated  that  the  construction  of  the  project 

financing in the international market.

detailing requirements will be published by the second 

sees  significant  environmental  capital  expenditures  in 

will  be  completed  before  January  2007,  the  deadline 

quarter  of  2005,  and  the  Company  will  be  required 

2005. Approximately $171 million have been budgeted 

established  in  the  PAMA.  This  represents  the  largest 

Two  major  remediation  projects  were  identified  in  the 

to  submit  its  Mine  Closure  Plan  thereafter.  The  law 

for the smelter project in 2005.

capital  investment  project  for  SPCC.  The  cost  of  the 

PAMA. One related to the old tailings conveyance and 

requires  companies  to  provide  financial  guarantees  to 

project was previously estimated to exceed $600 mil-

disposal sites, and the other, to the smelter reverberato-

insure  that  remediation  programs  are  completed.  The 

lion. The new estimated cost to complete this project 

ry  slag  mentioned  above.  Environmental  commitments 

Company anticipates that, when in force, this law will 

is $320 million.

regarding  the  tailings  remediation  have  been  fulfilled, 

increase  its  asset  retirement  obligations  and  require 

and  the  slag  program  has  an  88%  completion,  as  re-

future expenditures and amortizations over the life of 

Since  1995,  and  while  this  project  is  under  construc-

ported by the government auditors. In the foreseeable 

the  mine  to  satisfy  its  requirements.  The  liability  for 

tion, SPCC is applying an emissions curtail program that 

future, the only reclamation/remediation plans concur-

these asset retirement obligations cannot be presently 

has allowed it to comply with the annual SO2 air qual-

rent  with  operations  are  the  ones  already  included  in 

measured, or reasonably estimated, based on the pro-

ity  standard  (established  by  the  MEM  in  1996)  in  the 

the PAMA.

densely populated areas whithin the city of Ilo, and has 

posed generalities of this law. The Company is study-

ing the impact of the law on its results, but it cannot 

been  able  to  reduce  breaches  to  the  24-hr  air  quality 

On October 14, 2003, the Peruvian Congress published 

reasonably  estimate  the  effect  until  final  regulations 

standard for the year 2004 to four episodes. Once the 

a new law announcing future closure and remediation 

are published.

modernized smelter starts operating, no environmental 

obligations  for  the  mining  industry.  On  March  14, 

risks are foreseen regarding this issue.

2004,  the  Peruvian  Ministry  of  Energy  and  Mines 

Environmental  capital  expenditures  for  the  period 

(MEM)  published  proposed  regulations  for  this  law. 

2000-2004  exceeded  $81  million.  The  Company  fore-

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Skilled personnel working at the Maintenance 
Workshops and mines

 
 
 
 
 
 
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Ball mills at Cuajone Concentrator

GENERAL INFORMATION, 
DESCRIPTION OF OPERATIONS AND 
DEVELOPMENT 

INFORMATION RELATED TO INCORPORATION 

the  Toquepala  mine  since  1960  and  the  Cuajone  mine 

AND INSCRIPTION IN THE PUBLIC REGISTRY 

since  1976,  both  in  southern  Peru’s  Andes  highlands, 

SPCC is a business entity incorporated according to the 

approximately  612  miles  southeast  of  Lima,  in  the  de-

laws of the State of Delaware, United States of America. 

partments of Tacna and Moquegua, respectively. It also 

It operates in Peru through a branch, established under 

operates a smelter and refinery located west of the mines 

public instrument certified by Public Notary from Lima, 

on the Pacific Ocean coast, close to the city of Ilo, depart-

Dr. Ricardo Fernandini Arana, on the 6th of November, 

ment of Moquegua.

1954. By public instrument dated April 6, 1998, certified 

by  Public  Notary  from  Lima,  Dr.  Carlos  A.  Sotomayor 

SPCC, one of Peru’s leading companies, is among the 

Bernós,  the  Company  complied  with  the  provisions 

10  largest  private-sector  copper  mining  firms  in  the 

of  Law  Nº  26887,  the  General  Corporation  Law,  and 

world.

was  recorded  under  Electronic  Record  Nº  3025091  for 

Business Entities, Registration Office in Lima and Callao 

SPCC, indirectly, is part of Grupo México, S.A. de C.V., 

(previously,  Entry  N°  384  of  Record  N°  2447,  Mining 

owner of 100% of Americas Mining Corporation (AMC). 

Individuals  and  Corporations  Registry,  Public  Mining 

AMC in turn owns 100% of Southern Peru Holdings II In-

Registry).

corporated, which holds 54.2% of Southern Peru Copper 

Corporation’s shares. The purpose of Grupo México S.A. 

See also “Brief historical review of the Company’s incor-

de C.V.’s companies comprises mining and rail transpor-

poration”.

tation activities.

Brief  description:  Southern  Peru  Copper  Corporation 

The  Group  related  to  SPCC  operations  includes  the  fol-

(SPCC) is an integrated copper producer. It has operated 

lowing subsidiaries:

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Name of Company  % (*) 

Grupo México, S.A. de C. V. 

RAILROAD ACTIVITIES:  

Infraestructura y Transportes México, S.A. de C.V. 

Grupo Ferroviario Mexicano 

MINING ACTIVITIES:  

Grupo Minera México Internacional, S.A. de C.V. 

Americas Mining Corporation (AMC) 

Minera México, S. A. de C. V. 

Industrial Minera México, S.A. de C. V. 

Mexicana de Cobre, S.A. de C. V. 

Mexicana de Cananea, S.A. de C. V. 

ASARCO, Incorporated 

SPHC II, Incorporated 

SOUTHERN PERU COPPER CORPORATION (SPCC) 

Southern Peru Limited 

Logistics Services Incorporated (LSI) 

Global Natural Resources, Inc. 

Multimines Corporation 

Multimines Insurance Company, Ltd. 

SOUTHERN PERU COPPER CORPORATION, SUCURSAL DEL PERU 

Compañía Minera Los Tolmos S.A. 

Southern Peru Copper Corporation, Agencia Chile  

Location           Inscription in the RPMV

México 

99.99 

74.00 

99.99 

100.00 

99.14 

98.12 

94.59 

98.49 

100.00 

100.00 

54.20 

100.00 

100.00 

100.00 

100.00 

100.00 

82.40 

100.00 

100.00 

Mexico 

Mexico 

Mexico 

USA 

Mexico 

Mexico 

Mexico 

Mexico 

USA 

USA 

USA 

USA 

USA 

USA 

USA 

Bermuda 

Peru 

Peru 

Chile 

X1

X2

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

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NOTES:
1.- Common Shares
2.- Labor Shares

CORPORATE CAPITAL AND COMMON STOCK

Corporate Capital and Common Stock 

The authorized number of shares are: 

Issued an Paid-in Capital: 

Class A Common shares 

Common Shares outstanding 

Nominal Value of Common Shares 

Shares

100,000,000 

65,900,833

14,116,952

US$ 0.01

Total number and percentage of shares 

 Shares 

Interest 

Southern Peru Holdings Corporation (*) 

Cerro Trading Company, Inc.. (*) 

Phelps Dodge Overseas Capital Corporation (*) 

Common Shares 

Total 

43,348,949 

11,378,088 

11,173,796 

14,116,952 

80,017,785 

63.1%

16.6%

16.3%

4.0%

100.0%

(*)  Class A common shares are entitled to five votes per share. Common shares are entitled to one vote per share.

Based  on  Report  N°  547-2002-EM/DGM/DPDM, 

dated November 6th, 2002, the “Director General de 

Minería” authorized the expansion of the Toquepala 

Concentrator to a capacity of 60,000 MT/Day.

2.  Botiflaca  Concentrator  in  Cuajone:  Authorized  by 

Directorial  Resolution  No.  150-81-EM/DCM,  dated 

August  14,  1981,  which  approved  the  operation  of 

the Cuajone Concentrator. The resolution granted 56 

hectares of surface land.

Based on Report No. 266-99-EM/DGM/DPDM, dat-

ed July 20, 1999, the “Director General de Minería” 

authorized the expansion of the Cuajone Concentra-

tor to a 87,000-Metric Ton/Day throughput.

3.  Toquepala  Leaching  Plant  (SX/EW):  Authorized  by 

Directorial  Resolution  No.  166-96-EM/DGM,  dated 

AUTHORIZATIONS OBTAINED FOR THE 

ares of surface land and authorized a throughput of 

May  7,  1996,  which  approved  the  operation  of  the 

DEVELOPMENT OF BUSINESS

39,000 Metric Tons/Day.

Toquepala  SX/EW  plant.  The  resolution  granted  60 

hectares of surface land and authorized a throughput 

1.  Toquepala  Concentrator:  Authorized  by  Directorial 

Based on Report No. 413-97-EM/DGM/DPDM dated 

of 11,850 Tons/Day. 

Resolution  No.  455-91-EM/DGM/DCM,  dated  July 

July 7, 1997, the “Director General de Minería” au-

5, 1991, which approved the operation of the Toque-

thorized the expansion of the Toquepala Concentra-

Based  on  Report  No.  663-98-EM/DGM/DPDM, 

pala Concentrator. The resolution granted 240 hect-

tor to a 43,000-Metric Ton/Day throughput.

dated November 10, 1998, the “Director General de 

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Minería” authorized the expansion of the Toquepala 

Based  on  Report  No.  506-98-EM/DGM/DPDM, 

separating  sand  and  other  materials  from  the  co-

of Delaware, United States of America, under the name 

Nº 3025091 for business entities, Registry Office of Lima 

which are accounted for as expenses paid in advance. By 

SX/EW Plant to a 18,737-Metric Ton/Day throughput.

dated September 2, 1998, the “Director General de 

quina using sea water washing screens.

of Southern Peru Copper Corporation (SPCC). In 1954, 

and  Callao  (formerly,  Entry  N°  384  under  Record  N° 

virtue of this rebate, SPCC is entitled to credit the any IGV 

Minería” authorized the expansion of the Ilo Cop-

SPCC established a branch in Peru to carry out mining 

2447,  Mining  Individuals  and  Business  Entities  of  the 

amount against its Peruvian tax obligations or to receive 

4. Cuajone Leaching Plant (LX/EW): Authorized by Direc-

per Refinery to a capacity of 658 Metric Tons/Day 

DESCRIPTION OF OPERATIONS AND 

activities in this country. 

Public Mining Registry).

a rebate.

torial Resolution No.155-96-EM/DGM, dated May 6, 

throughput of blister copper.

DEVELOPMENT REGARDING THE 

1996, which approved the operation of the Cuajone 

ISSUING ENTITY

On  September  7,  1995,  Southern  Peru  Copper  Holding 

INFORMATION ABOUT PLANS AND 

GENERIC DESCRIPTION OF MAIN ASSETS

leaching  plant.  The  resolution  granted  400  hect-

Based  on  Report  N°  080-2002-EM-DGM/DPDM, 

Company was incorporated, also in accordance with the 

INVESTMENT POLICIES

ares  of  surface  land  and  authorized  a  throughput 

dated March 13th, 2002, the “Director General de 

PURPOSE 

laws of the State of Delaware, with the purpose of acting 

See “Expansion and Modernization Program” on page 12.

TOQUEPALA

of 2,100 Tons/Day.

Minería” authorized the expansion of the Ilo Cop-

The purpose of Southern Peru Copper Corporation (SPCC) 

as a holding company of 100% of Southern Peru Copper 

1.   The  Toquepala  Production  Unit  comprises  three 

per Refinery to a capacity of 800 MT/Day.

is to engage in activities allowed by the laws of the State 

Corporation’s shares (SPCC). By the end of 1995, SPCC 

SPECIAL  RELATIONSHIPS  BETWEEN 

ISSUER 

Economic  Administrative  Units:  TOQUEPALA  1 

5.  Ilo  Smelter:  Authorized  (definitely)  by  Directorial 

of Delaware. Its main activity is to extract, mill, concen-

changed its name to Southern Peru Limited, and South-

AND THE STATE

comprising  30  mining  claims  over  a  7988  hectare 

Resolution  No.  0078-69-EM/DGM,  dated  August 

7.   Sulfuric  Acid  Plant:  Authorized  by  Directorial 

trate, smelt, treat, prepare for market, manufacture, sell, 

ern Peru Copper Holding Company changed its name to 

On November 20th, 1996, SPCC and the Peruvian gov-

surface.  SIMARRONA,  including  14  mining  claims 

21, 1969, which approved the operation of the Ilo 

Resolution  No.  024-96 -EM/DGM,  dated  January 

exchange and, in general, to produce and negotiate the 

Southern Peru Copper Corporation. 

ernment (Ministry of Energy and Mines) signed a contract 

over  7800  hectares,  and  TOTORAL,  with  18 

Smelter. The resolution authorized a production of 

19,  1996,  the  “Director  General  de  Minería”  au-

sale of copper, gold, silver, lead, zinc, iron and any other 

that will remain effective until the year 2010 and which 

mining  claims  distributed  over  7320  hectares.  In 

400 Short Tons/Day of blister copper.

thorized the operation of the sulfuric acid plant at 

class of minerals and materials or other materials, effects 

Both companies agreed, effective December 31, 1998, 

guarantees  tax  stability  and  the  availability  of  foreign 

addition,  the  Toquepala  Production  Unit  owns  35 

Based on Report No. 204-2000-EM-DGM-DPDM, 

on  Report  No.  313-98-EM/DGM/DPDM,  dated 

explore, exploit, sample, examine, investigate, recognize, 

with  Southern  Peru  Limited,  the  former  absorbing  the 

the operation of the SX/EW plant at Toquepala and the 

above  Economic  Administrative  Units.  Overall,  the 

dated June 20, 2000, the “Director General de Min-

May 18, 1998, the “Director General de Minería” 

locate, appraise, buy, sell, exchange, etc., mining conces-

latter and with SPCC assuming all assets and liabilities, 

Solvent  Extraction  (SX)  operation  in  Cuajone.  Also,  on 

Toquepala Production Unit holds 97 mining claims 

a  production  rate  of  472  Metric  Tons/Day.  Based 

and  goods  of  any  nature  or  description;  as  well  as  to 

to  the  merger  of  Southern  Peru  Copper  Corporation 

currency  to  exchange  the  Branch’s  earnings  related  to 

mining  claims  over  23,244  hectares  outside  the 

ería”  authorized  the  expansion  of  the  Ilo  Smelter 

authorized  the  expansion  of  the  Ilo  Sulfuric  Acid 

sions  and  mining  deposits.  SPCC  belongs  to  the  CIUU 

including the branch in Peru. This merger did not imply 

April  18th,  1995,  SPCC  and  the  Peruvian  Government 

over 46,353 hectares.

to  a  3,100-Metric  Ton/Day  throughput  of  copper 

Plant  to  a  capacity  of  300,000  Metric  Tons/Year 

1320 group. 

any  modification  to  the  participation  percentages  in 

(CONITE)  signed  a  contract  that  guarantees  the  avail-

concentrates.

production.

the equity stock or the Patrimony Participation Account 

ability  of  foreign  currency,  free  remittance  of  dividends 

2.   “Toquepala Concentrator” Beneficiation Plant, with 

6. Ilo Refinery: Authorized by Report No. 056-94-EM/

8.   “Coquina Wash Plant and Sea shell Concentrates,” 

of the Ilo Smelter. 

DGM/DRDM,  dated  May  27,  1994,  the  “Director 

authorized  to  operate  by  Directorial  Resolution  Nº 

BRIEF HISTORICAL REVIEW THE COMPANY’S 

Mining activities in Peru are carried out under the name 

1 Primary Crusher, 2 Secondary Crushers, 4 Tertiary 

Crushers,  8  Bar  Mills,  24  Ball  Mills,  8  Ball  Mills  for 

General  de  Minería”  authorized  the  operation  of 

110-93-EM/DGM dated August 3, 1993. The plant 

INCORPORATION

of  Southern  Peru  Copper  Corporation,  abbreviated  as 

SPCC’s tax credit revenues in Peru derive from the general 

Re-crushing,  1  control  milling  system,  sections  3 

the Ilo Copper Refinery at  a 190,000 Metric Ton/

processes  2068  MT/day  of  raw  material  (coquina) 

The Company was incorporated on December 12, 1952, 

Southern  Peru  or  the  initials  SPCC,  through  its  branch 

sales tax (IGV) paid on the acquisition of capital goods 

and 4, as well as 4 OK-100 Flotation Cells, 3 OK-50 

Day throughput of blister copper.

recovered from nearby mines. Seashell is produced 

fifty-two years ago, according to the Laws of the State 

in Peru. The branch is registered under Electronic Record 

and  other  goods  and  services  used  in  its  operations, 

Flotation Cells, 13 Column Cells and 4 130m3 Flota-

The term of duration of the Company is indefinite.

(investment stock), which remained unchanged. 

abroad, among other guarantees related to the acid plant 

Milling capacity of 60,000 tons per day, consists of 

27.

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tion Cells , 24 Flotation Cells WEMCO with a capacity 

new  tailing  distributor  tank  which  replaced  the 

each,  and  4  Wabco  trucks  with  a  capacity  of  109 

send the solution to the SX/EW Plant. The plant has 3 

13.  Oxygen Plant with a production capacity of 100,000 

of  42.5m3,  1  Track  tractor  CAT  D10-R,  2  Komatsu 

existing  tank; enlargement  of  the  pumping house, 

tons each. 

lines of SX, each with a nominal capacity of 1,068 m3 

tons per year (average 272 x day).

wheel tractors and a recycled water pipe line.

1  pump  of  recover  water,  1  transformer  of  33/40 

/  h  of  pregnant  solution  and  162  electrowinning  cells 

MVA, 138/38 Kv., DCS system.

9.   2  4100A  Shovels  with  a  capacity  of  66  tons,  1 

arranged in two lines: one with 122 cell and the other 

14.  “Coquina” Plant with a seashell production capacity 

3.   22 trucks with a capacity of 218 tons each. 11 trucks 

with  a  capacity  of  181  tons  each.  12  trucks  with  a 

CUAJONE 

2800XPB  Shovel  with  a  capacity  of  49  tons,  1 

2100BL  Shovel  with  a  capacity  of  21  tons,  1  Le 

capacity of 109 tons each.

6.   The  Cuajone  Production  Unit  comprises  two  Eco-

Tourneau 1800 front-end loader with a capacity of 

with 40. 

ILO

of 200,000 tons per year.

15.  Burnt Lime Plant with a capacity of 80,000 tons per 

nomic Administrative Units: CUAJONE 1, comprising 

38 tons, 2 120A electric drills, 1 100XP electric drill, 

10.  “Ilo Smelter” with a smelting capacity of 1,120,000 

year, 1 Dust extraction system, 1 16v industrial en-

4.   2 4100A shovels with a capacity of 66 tons (43 m3), 

23  mining  claims  over  7390  hectares;  and  CO-

4 front-end loaders 966 of 3.8 m3 capacity, 3 front- 

tons of concentrate per year. It has 2 reverberatory 

gine with DDEC.

4  2100BL  shovels  with  a  capacity  of  21  tons  (11.4 

COTEA,  with  15  mining  claims  over  7711  hectares. 

end  loaders  950  of  3.1  m3  capacity,  3  front-end 

furnaces, 7 Peirce-Smith converters, 1 “El Teniente” 

m3), 1 495BI shovel with a capacity of 66 tons (43 

Additionally the Cuajone Production Unit has claims 

loaders 988 of 6.1 m3 capacity, and 1 wheel tractor 

Modified Converter and 2 casting wheels.

OTHERS

m3), 1 56 yd3 dipper, 1 120A electric drill, 2 100XP 

for  mining  20,093  hectares  outside  the  above  two 

Komatsu.

electric drills, 1 49RIII rotary drill. 1 front-end loader 

Economic Administrative Units. Overall, the Cuajone 

992d, 1 Komatsu wheel tractor. 

Production  Unit  comprises  70  mining  claims  over  a 

OTHER

11.  “Ilo Refinery” – Anode Plant: 2 Basculant Maerz Ov-

tween  Toquepala,  Cuajone  and  Ilo,  with  30  locomotives, 

ens, each with a 400-MT capacity, 1 casting wheel 

256 dump cars, 92 flat cars, 254 boxcars, 8 closed boxcars, 

Industrial  railroad  to  haul  concentrates  and  supplies  be-

total 35,194-hectare surface. 

One  SX/EW  plant  in  Toquepala  and  one  SX  plant  in 

(70  MT  /  hour)  –  Electrolitic  Plant  with  a  280,000 

11 closed hopper-type cars, 34 open hopper-type cars, 31 

5.   Additionally,  new  equipment  for  the  concentrator 

Cuajone. The SX Cuajone plant has 1 primary jaw crusher 

MT  /  year  capacity  (Catodes),  926  commercial  cells 

various tank wagons, 23 sulfuric acid tanks, 5 patrol cars, 

had  been  incorporated  with  the  expansion  and 

7.   “Cuajone  Concentrator”  Beneficiation  Plant  with 

and 1 secondary cone crusher with a capacity of 4,300 

and 52 starting cells. – Precious Metals Plant with 1 

17  dump  cars,  1  front-end  loader  CAT  966G,  used  for 

modernization:  1  secondary  crusher,  2  tertiary 

Milling  capacity  of  87,000  tons  per  day,  consisting 

tons per day to process Cuajone’s oxides. In addition, 1 

Wenmec Selenium Reactor, 2 cupel furnace, 22 silver 

maintenance  components  and  equipment  transportation, 

crushers, enlargement of the ore milled deposit, 1 

of 1 primary crusher, 3 secondary crushers, 7 tertiary 

agglomeration  mill,  1  front-end  loader,  and  3  109-ton 

refining  cells  and  1  hydrometallurgical  system  for 

a new mobile system of classification and shell loading, 1 

tripper car, 1 ball mill 6.4 x 10.2 m, 2 cells of 130 

crushers, 10 ball mills, 4 ball mills for re-crushing, 1 

trucks for agglomerated ore hauling to the leach dumps. 

gold recovery.

m3 y 4 of 60 m3 for flotation rougher, 4 pre-classi-

vertical mill, as well as 30 OK-100 flotation cells, 6 

Copper  in  solution  produced  in  Cuajone  is  sent  to  To-

track tractor D9R for handling slag, 1 console DCS for the 

acid plant and reverberator furnace, 1 power factor trans-

fier cyclones, 1 cell of cleaning, 1 cell scavenger of 

column  cells,  28  Wemco  flotation  cells,  48  Denver 

quepala through an 8” pipe laid alongside the Cuajone 

12.  Sulfuric  Acid  Plant  with  production  capacity  of 

former equipment, oil heater, COEN, and 1 dragshovel for 

60 m3, 1 line of 24 cells for cleaning and re-clean-

flotation cells, 1 truck Volvo FM12, and recycled wa-

- Toquepala railroad track. 

300,000 tons per year (average 1,000 x day).

smelter, 1 south bar casting system. 

ing, 6 cells of 2.8 m3 changing the existing line of 

ter pipelines.

14 cells to 2 lines of 10 cells each one for molybde-

The Toquepala lant has 2 spray systems: 1 for the south 

num plant, 1 pressure filter for copper concentrate, 

8.   18 Dresser 830E trucks with a capacity of 218 tons 

dump  and  1  for  the  northwest  dump,  and  4  pregnant 

1  thickener  high-rate  of  43  meters  of  diameter,  1 

each, 8 Cat 793C trucks with a capacity of 218 tons 

solution  ponds,  each  with  its  own  pumping  system  to 

28.

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EMPLOYEES

As of December 31st 

Staff 

Employees 

Workers 

Total  

COMMON SHARES OUTSTANDING

Participation 

Less than 1% 

Between 1% - 5% 

Between 5% - 10% 

More than 10% 

Total 

INVESTMENT SHARES OR LABOR SHARES

Participation 

Less than 1% 

Between 1% - 5% 

Between 5% - 10% 

More than 10% 

Total 

2004 

723 

1,081 

1,740 

3,544 

Shares 

2,738 

- 

- 

3 

2,741 

Shares 

2,490 

- 

- 

2 

2,492 

30.

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2003 

726 

1,089 

1,751 

3,566 

2002 

724 

1,075 

1,776 

3,575 

2001 

765 

1,116 

1,845 

3,726 

2000

744

1,047

1,891

3,682

Percent of Shares

4.1%

0.0%

0.0%

95.9%

100.0%

Percent of Shares

4.1%

0.0%

0.0%

95.9%

100.0%

Principles of Corporate Governance

GENERAL MANAGEMENT RESOLUTIONS 

096-2003-EF/94.11

I. SECTION ONE

PRINCIPLE

1.  Agendas should not include general points. The 

issues  to  be  discussed  must  be  specified,  and 

each  topic  will  be  discussed  independently  for 

easier analysis and to prevent addressing jointly 

issues  about  which  there  may  be  various  view -

points.

(Principle I.C.1, second paragraph) 

2.  The place for holding the General Meetings will be 

determined in advance for easier shareholder atten-

dance. 

(Principle I.C.1, third paragraph)

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

0 

1 

2 

3 

4 

 X 

The  Board’s  and  Shareholders’  agendas  will  list  and 

identify in detail the issues for debate. The agenda is 

sent in advance to each shareholder or Board member 

including background or supporting information. Each 

topic is reviewed and addressed independently. 

X 

The  Corporation  will  make  it  as  easy  as  possible  for 

shareholders to attend the General Meetings called for 

in advance. 

A  letter  sent  to  all  shareholders  will  request  voting 

at  the  General  Meetings.  The  meeting  will  take  place 

at  the  location  where  most  of  the  issued  shares  are 

represented.

31.

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PRINCIPLE

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)

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).  

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) 

32.

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COMPLIANCE

0 

1 

2 

3 

4 

X

REASONS FOR THE CHOSEN OPTION

PRINCIPLE 

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

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. 

X

Corporate bylaws do not limit participation, representa-

tion or voting rights. 

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. 

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. 

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)

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.

0 

1 

2 

3 

4 

X

The Board will sit three independent members who will 

crucially  take  part  in  the  decisions  involving  conflict  of 

interests.

X 

SPCC’s independent board members are renowned inter-

national professional executives, unrelated to the major-

ity stockholder. 

Independent Board members comply with the regulations 

approved  by  the  Securities  and  Exchange  Commission 

(SEC)  similar  to  CONASEV’s  to  qualify  as  independent 

directors.

33.

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COMPLIANCE

0 

1 

2 

3 

4 

X

PRINCIPLE

7.  Although 

independent  audits  provide  financial 

opinion, they may also provide specialized reports or 

opinion on accounting inspections, operative audits, 

systems  audits,  project  evaluations,  cost  system 

assessments  or  introductions,  tax  audits,  portfolio

assessment,  valuations 

for  asset  adjustments, 

portfolio  evaluations,  inventories  and  other  special 

services. 

Different auditors should perform these assessments 

or, if performed by the same auditors, their indepen-

dence  of  opinion  should  not  be  affected.  The  com-

pany will disclose all the audits and special reports 

prepared by the auditor. 

   All services provided by the auditing firm or indepen-

dent auditor will be disclosed, with specific mention 

of their percentage in the total services provided and 

the latter’s share in the auditing company’s or inde-

pendent auditor’s revenues. 

(Principle IV.C, second, third and fourth paragraphs)  

34.

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REASONS FOR THE CHOSEN OPTION

PRINCIPLE 

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

All accounting or financial studies and audits must be ap-

proved by SPCC’s Audit Committee who evaluate in detail 

the  involved  costs  and  subject  matter.  The  corporation 

will favor retaining independent third party auditors bear-

ing no relation to the Company for performing financial 

audits as an indirect control practice and in compliance 

with the United States Sabarnes-Oxley Act. 

Operational,  computer  system,  tax,  project  feasibility, 

process  evaluation  or  introduction,  asset  valuation  and 

other audits have been performed in recent years. 

8.  Requests  for  information  filed  by  individual  share-

holders,  investors  in  general,  and  stakeholders  in 

relation to the company will be filed with the office 

and/or company official specially designated for that 

purpose.

(Principle IV.D.2) 

0 

1 

2 

3 

4 

X

Our  Company  honors  these  requests  through  the  Con-

trol  and  Finance  Directorate  officials  who  are  in  charge 

of  relationships  with  shareholders,  investors  and  other 

groups.

9.  Doubts concerning the confidential nature of the in-

X

The Company has in place an internal procedure to de-

formation requested by shareholders or stakeholders 

will be properly addressed. The corresponding crite-

ria  will  be  adopted  by  the  Board  and  confirmed  by 

the General Meeting, and included in the company’s 

bylaws  or  internal  regulations.  However,  disclosure 

of  information  will  not  jeopardize  the  company’s 

competitive standing nor affect the normal conduct 

of the company’s business. 

(Principle IV.D.3)  

termine  confidentiality  levels  for  corporate  information. 

This  procedure  implies  a  certain  degree  of  sensitivity  to 

the  Company’s  information.  A  review  of  each  particular 

case determines the likely impact on SPCC’s competitive 

position.

In  view  that  SPCC  is  a  corporation  organized  under  the 

regulations  of  the  State  of  Delaware,  United  States  of 

America, its bylaws are not required to include this prin-

ciple, which is instead regulated by management. 

10.  The company will hire an internal auditor. The inter-

X

The  Company  has  in  place  an  Independent  Audit  area 

nal auditor will discharge his functions with profes-

sional independence from the company retaining its 

services,  and  guided  by  the  principles  of  diligence, 

loyalty  and reserve that the company requires from 

that operates independently from other functional areas 

in  our  corporation.  It  direclty  reports  to  the  Executive 

President, and the Company’s Audit Committee.

35.

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PRINCIPLE

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

PRINCIPLE 

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

its Board and Management. 

(Principle IV.F, first paragraph)

0 

1 

2 

3 

4 

The Company has prepared a Code of Conduct and Eth-

ics and Internal SPCC Conduct Regulations dealing with 

Major Events, Reserved Information and other Communi-

cations. These regulations were approved by the Board of 

Directors  and apply also to our Internal Audit Manage-

ment Office. 

13.  The  Board  will  perform  certain  key  functions, 

namely:

Evaluate  senior  management’s  and  Board  mem-

bers’  compensation,  and  ensuring  the  procedure 

for appointing Board members will be both formal 

and transparent.

(Principle V.D.3) 

0 

1 

2 

3 

4 

X

The  number  of  Board  members  and  their  appointment 

are clearly set forth in the Company’s bylaws. A formal 

procedure is in place to appoint and decide the Board’s 

allowance.  To  this  end,  the  Board  has  created  the 

Appointments/Corporate Governance Committee.

11.  The  Board  will  perform  certain  key  functions, 

X

The  Board  approves  the  corporation’s  development 

namely:

Evaluating, approving and guiding the corporation’s 

strategy;  determining  the  company’s  main  action 

plans,  risk  follow-up,  monitoring  and  management 

policies;  design  its  annual  budgets  and  business 

plans, and monitor their implementation; oversee the 

company’s main expenses, investments, acquisitions 

and sales. 

(Principle V.D.1)    

36.

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strategy, objectives, annual goals and action plans. Every 

quarter  the  Board  reviews  the  Company’s  progress  in 

meeting  its  objectives,  although  Management  performs 

this function on a daily and monthly basis. Every year, the 

Board  approves  the  expenditures  budget  and  operation 

expenses, and the capital investments for operations and 

projects alike.

14.  The  Board  will  perform  certain  key  functions, 

X

The Company’s Code of Conduct and Ethics establishes 

namely:

  Monitor and follow up likely conflicts of interest be-

tween management, Board members and sharehold-

ers,  including  fraud  in  using  corporate  assets  and 

abuse in transactions amongst stakeholders. 

(Principle V.D.4)    

the guidelines to address conflicts of interest. 

In  addition,  likely  conflicts  of  interest  or  transactions 

amongst  stakeholders  are  reported  by  Management 

to  the  Board’s  Audit  Committee,  which  in  turn  will 

evaluate and monitor them, and report to the Board on 

37.

12.  The  Board  will  perform  certain  key  functions, 

X

The  Chairman  of  the  Board,  in  coordination  with  Man-

namely:

Screening, monitoring and, if needed, replacing se-

nior management and fix their remuneration.

(Principle V.D.2)    

agement or the Compensations Committee, will establish 

15.  The  Board  will  perform  certain  key  functions, 

X

The  Board  meets  this  requirement  fully  through  its  de-

the  remuneration  of  senior  management  and  evaluate 

their  performance.  If  appropriate,  it  will  take  the  mea-

sures aimed at replacing them with professionals with the 

competencies needed to manage the Corporation. 

namely:

To  ensure  the  Company’s  accounting  system  and 

financial statements are independently audited, and 

that  the  appropriate  control  systems–in  particular 

tailed  monitoring  of  the  status  and  appropriateness  of 

the Company’s accounting systems and Financial State-

ments. 

these  eventual  conflicts.  The  Committee  has  in  place  a 

procedure for filing complaints open to any shareholder, 

worker or stakeholder group wishing to use it. 

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PRINCIPLE

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

PRINCIPLE 

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

0 

1 

2 

3 

4 

The Board members sitting in the Audit Committee pe-

18.  The  Board  may  create  special  bodies  to  fit  the 

0 

1 

2 

3 

4 

X

its  financial  and  non-financial  management  sys-

tems–are in place and conform to the law. 

(Principle V.D.5)    

riodically advise on the appointment of the independent 

auditors  and  constantly  assess  the  risks  to  which  our 

Company may be exposed. Management is in charge of 

establishing  an  internal  control  system.  SPCC’s  General 

Shareholders’  Meeting  annually  approves  or  rejects  the 

appointed Independent Auditors. 

company’s needs and size, in particular as concerns 

the audit function. Additionally, these special bodies 

may  concern  themselves  with  functions  relating  to 

appointments, remunerations, control and planning, 

among others. 

These  special  bodies  will  be  organized  within  the 

Board to support its role, and will preferably include 

independent directors who may thus make impartial 

decisions  about  matters  where  conflicts  of  interest 

may emerge. 

(Principle V.E.1)

16.  The  Board  will  perform  certain  key  functions, 

X

In the past, the Board has occasionally introduced or sug-

namely:

  Monitor the soundness of the company’s governance 

practices and introducing the required changes. 

(Principle V.D.6)   

gested  the  General  Meeting  to  approve  changes  to  the 

Company’s  governance  bodies.  All  these  changes  have 

contributed  to  enhancing  good  practices  and  transpar-

ency in corporate governance at SPCC.

17.  The  Board  will  perform  certain  key  functions, 

X

The Chief Executive Officer and the Board have approved 

namely:

  Monitoring the company’s information policy.

(Principle V.D.7)

the  Company’s  information  policy.  It  seeks  to  provide 

shareholders, workers and stakeholders complete infor-

mation  about  SPCC’s  operations  and  its  economic  re-

sults. This policy is available at www.southernperu.com

38.

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The  Board  has  set  up  several  committees  that  perform 

special functions. They include the Audit Committee, sit-

ting independent Board members who are responsible for 

appointments, establishing remuneration of the indepen-

dent auditors, and control and planning. 

Specialized  committees  mostly  sit  independent  Board 

members  and  discharge  their  roles  particularly  in  situa-

tions involving potential conflicts of interest. 

These special Committees include: (i) Executive Commit-

tee, (ii) Audit Committee, (iii) Compensation Committee, 

(iv)  Share  Incentive  Plan  Committee,  (v)  Appointment 

Committee,  (vi)  Corporate  Governance  Committee,  (vii) 

Special Committee for Divested Board Members and (viii) 

Trust Committee for the ERISA United States Plan.

39.

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19.  The number of Board members of a company should 

X

The Board sits professionals from various fields with vast 

ensure a diversity of viewpoints so decisions are the 

result of appropriate debate, with due consideration 

paid to the best interest of both the corporation and 

its shareholders. 

(Principle V.E.3)

knowledge of the mining, metallurgical and commercial 

fields. This setup provides a diversity of viewpoints and 

opinions when making corporate decisions. Independent 

Board members contribute to these decisions. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PRINCIPLE

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) 

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)

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)

40.

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COMPLIANCE

0 

1 

2 

3 

4 

X

REASONS FOR THE CHOSEN OPTION

PRINCIPLE 

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

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. 

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)

0 

1 

2 

3 

4 

X

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 

X 

These functions are defined in the corporation’s bylaws, 

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. 

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.

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) 

its internal policies and job descriptions that clearly dif-

ferentiate the attributions under each such position. 

25.  The  company’s  organizational  structure  shall  avoid 

X

These  powers  and  attributions  are  clearly  defined  in 

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)  

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. 

41.

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PRINCIPLE

COMPLIANCE

REASONS FOR THE CHOSEN OPTION

To  date,  there  are  no  loans  with  other  companies  that 

Stock  Exchange  and  the  Lima  Stock  Exchange,  and  are 

interest rate equivalent to Libor + 3.00%. In July and De-

0 

1 

2 

3 

4 

compromise more than 10% of SPCC’s property.

entitled to one vote per share. 

cember 2000, the Company placed $30 millions and $20 

millions  in  corporate  bonds;  both  issues  mature  in  2007 

26.  It seems advisable management receives compensa-

X

Part  of  management’s  compensation  is  linked  to  the 

ADMINISTRATIVE, JUDICIAL OR 

Along with the exchange of labor shares, the holders of 

and generate a nominal interest rate of 8.75%. 

ECONOMIC RELATIONS WITH OTHER COMPANIES DUE TO LOANS THAT COMMIT MORE THAN 10% OF THE 
STOCKHOLDER’S EQUITY OF THE ISSUING ENTITY

tion that is at least partly determined by the compa-

ny’s  results,  so  as  to  ensure  they  meet  the  goal  of 

maximizing value for the company’s shareholders. 

(Principle V.I.5.) 

42.

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Mineral transfer hopper in Cuajone

corporation’s results through a profit sharing and perfor-

ARBITRATION PROCEEDINGS

common shares of the Company exchanged their shares 

mance bonds program. 

for  class  A  common  shares,  with  the  right  to  five  votes 

In January 2005, the Company opened a credit line worth 

LITIGATION: See Note to Consolidated Financial State-

per share. 

ments.

US$200 million with a group of banks syndicated by Ci-

tibank. On January 27, 2005, the Company paid US$150 

The class A common shares and the common shares have 

million to repay bonds worth that amount issued in 2001, 

CHANGES OF THOSE RESPONSIBLE FOR 

a nominal value of $0.01 per share.

2002  and  2003.  In  addition  disbursements  for  US$20 

THE PREPARATION AND REVISION OF THE 

millions  and  US$30  millions  were  made  as  prepayment 

FINANCIAL INFORMATION

CORPORATE BONDS:

on the balance of prior bond issues. The new credit line 

José N. Chirinos acts as Director of Comptroller and Fi-

In  November  2001,  the  Company  was  authorized  by 

was opened for 5 years at LIBOR plus 1.25% on the first 

nance, and Marco A. García acts as Finance Manager.

CONASEV to increase the $200 million program, approved 

year;  the  spread  will  start  increasing  on  the  third  year, 

INFORMATION RELATED TO STOCK EXCHANGED 

2003, the Company placed $25 millions in corporate bonds 

amortization will start on the third loan year. The Com-

IN THE STOCK MARKET 

with a face value of $1,000 each, with investors in Peru. 

pany will pay bondholders a 1% or US$2 million penalty 

in 2000, to $750 million; as part of this program, on April, 

and will increase 0.125% every year thereafter. Principal 

This issue matures in 2010 and has a floating interest rate 

on advance repayment. 

Common Stock: 

equivalent to Libor + 2.375%. In addition, on May, 2003, 

On  November  29,  1995,  the  Company  offered  to  ex-

the Company placed $25 million in corporate bonds with 

As  of  December  31,  2004,  $199.0  millions  out  of  the 

change the recently issued common shares for all and any 

a face value of $1,000 each, with investors in Peru; this 

$750-million program have already been issued. 

labor shares of the Peruvian Branch of the Company, at a 

issue matures in 2010 and has a floating interest equiva-

ratio of one common share per four S-1 shares and one 

lent to Libor + 2.3125%. On February 2002, the Company 

In the month of June 1997, the Company placed $50 mil-

common share per five S-2 shares. The exchange expired 

placed  $25.9  million  in  corporate  bonds;  this  issue  ma-

lions  in  corporate  bonds  with  the  same  face  value  and 

on  December  29,  1995,  with  80.8%  of  the  total  labor 

tures in 2012 and has a floating interest rate equivalent to 

the  same  market  as  the  issues  mentioned  in  the  previ-

outstanding  stock  exchanged  for  11,479,667  common 

Libor + 3.00%. On December 2001, the Company placed 

ous paragraph. Nominal interest rate was set at 8.01% 

shares.  These  common  shares  are  quoted  in  New  York 

73.1 millions; this issue matures in 2011 and has a floating 

(8.25% effective), and will mature in June of 2004.

43.

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In all cases, corporate bonds were placed at par value and interests are paid quarterly starting from the date of issue. The Company has the option to redeem all or part of the issue ac-

cording to the following chart. Par

 Mnemonic 

Period 

Open 

Close 

Low  

High 

Average

Issue 

$30.0 million  

$20.0 million  

$73.1 million  

$25.9 million  

$25.0 million  

$25.0 million  

Froml 

Year 4  

Year 4  

Any time  

Any time  

From month 18  

From month 18  

Amount 

$10 million  

$10 million  

No minimum  

No minimum  

No minimum  

No minimum  

Conditions 

To be determined  

To be determined  

Requirements 

At least with a 30 day notice

At least with a 30 day notice

Par value plus premium  

At least with a 10 day notice

Par value plus premium  

At least with a 10 day notice

At least with a 10 day notice

At least with a 10 day notice

QUOTATIONS OF CORPORATE BONDS ISSUED BY SOUTHERN PERU

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

PCU1BC12 

200401 

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409  

200410 

200411 

200412 

112.18 

112.36 

 112.18 

112.36 

 112.24

107.03 

 107.03 

 107.03 

107.03 

107.03

 Mnemonic 

Period 

Open 

Close 

Low  

High 

Average

 Mnemonic 

Period 

Open 

Close 

Low  

High 

Average

97.50 

111.18 

97.50 

111.18 

 97.50  

111.18  

 97.50 

111.18 

 97.50

111.18

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

PCU1BC11 

44.

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200401 

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409 

200410 

200411 

200412

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

PCU1BC21 

200401 

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409 

200410 

200411 

200412  

101.00 

101.00 

101.00 

101.00 

101.00

45.

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 Mnemonic 

Period 

Open 

Close 

Low  

High 

Average

 Mnemonic 

108.00 

109.25 

108.00 

109.25 

108.63

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

PCU1BC22 

200401 

200402 

200403  

200404 

200405 

200406 

200407 

200408 

200409 

200410 

200411 

200412 

 Mnemonic 

Period 

Open 

Close 

Low  

High 

Average

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

PCU1BC32 

Open 

100.15 

Close 

100.15 

Low  

 100.15 

High 

100.15 

Average

 100.15

102.83 

102.82 

 102.83 

102.83 

 102.83

Period 

200401  

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409  

200410 

200411 

200412 

96.11 

98.12 

 96.11 

98.12 

 97.11

`PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

PCU1BC31 

46.

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200401 

200402 

200403  

200404 

200405 

200406 

200407 

200408 

200409 

200410 

200411 

200412 

47.

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Trucks at the dumping zone in Cuajone

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mining operations, detail

MONTLY QUOTATIONS 2004

COMMON SHARES, MONTHLY STOCK PRICES 2003

LIMA STOCK EXCHANGE

ISIM CODE: US8436111046

SYMBOL: PCU

48.

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Period 

200401 

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409 

200410  

200411 

200412 

Open 

$ 48.30 

$ 41.60 

$ 39.40 

$ 40.60 

$ 28.76 

$ 31.80 

$ 41.00 

$ 39.50 

$ 43.50 

$ 52.35 

$ 45.00 

$ 47.65 

Close 

$ 43.00 

$ 38.97 

$ 40.86 

$ 28.90 

$ 30.95 

$ 41.00 

$ 39.50 

$ 44.05 

$ 51.90 

$ 43.45 

$ 47.91 

$ 46.70 

Low 

$ 41.97 

$ 37.60 

$ 36.00 

$ 28.10 

$ 26.50 

$ 29.90 

$ 36.40 

$ 36.43 

$ 43.50 

$ 42.20 

$ 44.05 

$ 43.87 

High 

$ 50.80 

$ 43.22 

$ 40.86 

$ 41.70 

$ 32.50 

$ 41.00 

$ 41.75 

$ 44.05 

$ 52.00 

$ 55.00 

$ 48.50 

$ 47.65 

Average

$ 47.27

$ 40.09

$ 38.57

$ 35.91

$ 28.78

$ 38.93

$ 40.60

$ 39.89

$ 47.00

$ 46.60

$ 46.14

$ 45.66

COMMON SHARES 

MONTHLY STOCK PRICES 2003

NEW YORK STOCK EXCHANGE

SYMBOL: PCU

Period 

200401 

200402 

200403 

200404 

200405 

200406 

200407 

200408 

200409 

200410  

200411 

200412 

Open 

$ 49.10 

$ 40.76 

$ 40.00 

$ 40.45 

$ 28.60 

$ 31.70 

$ 41.10 

$ 39.40 

$ 44.20 

$ 52.84 

$ 43.98 

$ 47.19 

Close 

$ 43.90 

$ 37.80 

$ 40.45 

$ 29.03 

$ 31.18 

$ 41.33 

$ 39.13 

$ 44.50 

$ 51.66 

$ 43.18 

$ 47.52 

$ 47.21 

Low 

$ 42.20 

$ 37.80 

$ 36.16 

$ 28.55 

$ 26.53 

$ 30.00 

$ 36.41 

$ 36.16 

$ 43.55 

$ 42.15 

$ 43.98 

$ 43.41 

High 

$ 50.50 

$ 42.20 

$ 40.45 

$ 41.85 

$ 31.80 

$ 41.33 

$ 41.86 

$ 44.50 

$ 51.66 

$ 54.10 

$ 48.16 

$ 47.59 

Average

$ 47.63

$ 39.98 

$ 38.03

$ 36.19

$ 28.98

$ 35.24

$ 39.71

$ 39.69

$ 46.23

$ 48.02

$ 46.28 

$ 46.05

49.

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MANAGEMENT

years.  Mr.  Carrillo  Gamboa  has  extensive  business 

companies:  Empresas  ICA  Sociedad  Controladora, 

tration from the Instituto Tecnológico y de Estudios 

Director of Grupo Mexico since May 2002. Director 

ASARCO Incorporated from November 1999 to Sep-

experience  and  has  served  or  currently  serves  on 

S.A.  de  C.V.  since  2001,  Cementos  Holcim-Apasco, 

Superiores de Monterrey.

of  ASARCO  Incorporated  from  November  1999  to 

tember 2001.

Members of the Board of Directors as of Decem-

the boards of many prestigious Mexican businesses 

S.A. de C.V. since 2002, Grupo Modelo, S.A. de C.V. 

August 2003.

ber 31, 2003

and charitable organizations. He is Chairman of the 

since 2002, Kimberly-Clark de México, S.A. de C.V. 

4.-  XAVIER  GARCÍA  DE  QUEVEDO  TOPETE. 

8.-  ARMANDO  ORTEGA.  Director  of  SPCC  since 

1.-  GERMÁN LARREA MOTA-VELASCO. Chairman 

Board  of  Cementos  Apasco,  S.A.  de  C.V.  (cement 

since 2002, San Luis Corporacion, S.A. de C.V. since 

Director  of  SPCC  since  November  1999.  President 

6.-  HAROLD HANDELSMAN. Director of SPCC since 

August  2002.  Legal  Vice-President  and  Secretary 

of the Board since December 1999, Chief Executive 

company).  In  1957  and  1958,  he  worked  for  the 

2002, The Mexico Fund, Inc. since 2002, and Grupo 

of  Minera  México,  S.A.  de  C.V.  since  September  1, 

August 2002. Executive Vice-President and General 

of  SPCC  since  April  25,  2002,  has  been  General 

Officer from December 1999 to October 2004, and 

Internal  Revenue  Service  of  the  Ministry  of  Finance 

Mexico,  S.A.  de  C.V.  since  2003.  Of  these  compa-

2001, Managing Director of Grupo Ferroviario Mexi-

Counselor of The Pritzker Organization LLC, a private 

Counselor  since  October  2003.  Previously,  he  was 

Director of SPCC since November 1999. Chairman of 

and Public Credit of Mexico. On August 15, 1960, he 

nies,  only  two  are  public  companies:  The  Mexico 

cano, S.A. de C.V. and Ferrocarril Mexicano, S.A. de 

investment  firm,  since  1998.  Mr.  Handelsman  has 

Assistant  Secretary  of  the  Company  from  July  25, 

the  Board  of  Directors,  President  and  Chief  Execu-

entered Teléfonos de Mexico as Head of the Financial 

Fund Inc., and Empresas ICA Sociedad Controladora, 

C.V. from December 1997 to December 1999. Direc-

also been a Senior Executive Officer of the Hyatt Cor-

2001 to April 25, 2002, and Assistant Secretary of 

tive Officer of Grupo Mexico (holding). Chairman of 

Studies Department, was appointed Secretary of the 

S.A. de C.V. Mr. Carrillo Gamboa has a law degree 

tor General of Exploration and Development at Gru-

poration since 1978, currently serving as Senior Vice- 

Asarco  Incorporated  until  August  2003.  General 

the Board of Directors and Chief Executive Officer of 

Board of Directors in February 1962, Executive Vice 

from the Autonomous National University of Mexico, 

po Mexico, SA. de C.V. from 1994 to 1997, Alternate 

President,  Secretary  and  General  Counselor,  and  is 

Counselor  of  Grupo  Mexico  since  May  2001,  and, 

Grupo Minero Mexico (mining division) since 1994, 

President  in  February  1967,  and  President  on  June 

attended  a  continuous  legal  education  program  at 

Director of Grupo México from 1998 to April 2002, 

Director of First Health Group Corp. (a managed care 

previously,  its  Assistant  Secretary.  He  headed  the 

and  of  Grupo  Ferroviario  Mexicano  (railroad  divi-

30, 1975, a position he held until his retirement on 

Georgetown University Law School, and practiced at 

Director of Grupo México since April 2002, Director 

organization) and a number of private corporations. 

International Trade Practices Unit of the Ministry of 

sion), since 1997. Chairman of the Board and Chief 

June  30,  1987.  From  July  1987  to  February  1989 

the World Bank.

of  ASARCO  Incorporated  from  November  1999  to 

He received a B.A. degree from Amherst College in 

Economy of Mexico with the rank of Deputy Vice-

Executive  Officer  of  Empresarios  Industriales  de 

he  was  Mexico’s  Ambassador  to  Canada.  Mr.  Car-

August 2003 and its President from January 2000 to 

1968 and a J.D. degree from Columbia University in 

Minister from 1997 to May 2001, and was negotia-

Mexico  (holding),  since  1992.  Previously  Executive 

rillo is a director of the following companies: Grupo 

3.   JAIME  FERNANDO  COLLAZO  GONZÁLEZ. 

September 1, 2001. 

1973.

tor for international matters for said Ministry from 

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Vice Chairman of Grupo Mexico and member of the 

Modelo, S.A. de C.V. (beer brewing), Kimberly-Clark 

Director, Vice-President, Finance and Chief Financial 

1998 to May 2001.

Board  of  Directors  since  1981.  Chairman  and  Chief 

de  México,  S.A.  de  C.V.  (consumer  products),  San 

Officer  of  SPCC  since  April  28,  2004.  Managing 

5.-  OSCAR GONZÁLEZ ROCHA. Chief Executive Of-

7.-  GENARO  LARREA  MOTA-VELASCO.  Com-

Executive Officer of ASARCO Incorporated from No-

Luis  Corporación,  S.A.  de  C.V.  (automotive  parts), 

Director of Grupo Mexico, S.A. de C.V. since March 

ficer of SPCC since October 2004 and its President 

mercial Vice-President of SPCC from December 1999 

9.-  LUIS  MIGUEL  PALOMINO  BONILLA.  Director 

vember 1999 to August 2003, and its President from 

Empresas  ICA  Sociedad  Controladora,  S.A.  de  C.V. 

2004. Managing partner of Administration and Busi-

since December 1999. He has also been Director of 

until April 2002, and Director since November 1999. 

of SPCC since March 19, 2004. Principal and senior 

November 1999 to January 2000.

(construction), Grupo México, S.A. de C.V., and the 

ness  Consulting,  S.C.  (a  business  consulting  firm) 

SPCC since November 1999. Previously, he was Gen-

Commercial  Managing  Director  of  Grupo  Mexico 

consultant of Proconsulta International, Maryland (a 

Mexico  Fund,  Inc.  (NYSE  –  mxf),  a  nondiversified 

from 1999 to 2003. Previously, he held several posi-

eral  Director  and  Chief  Operating  Officer  of  SPCC 

from  1994  to  August  30,  2001,  and  Director  from 

financial consulting firm) since 2003. Previously he 

2.-  EMILIO  CARRILLO  GAMBOA.  Director  of  SPCC 

closed-end management investment company. He is 

tions  with  IBM  de  Mexico,  S.A.,  the  last  one  being 

from December 1999 to October 20, 2004, Manag-

1994 to date. He was Director of ASARCO Incorpo-

was First Vice-President and Chief Economist, Latin 

since May 30, 2003. A prominent lawyer in Mexico, 

member of the Valuation, Contract Review and Ap-

Vice-President  and  Chief  Financial  Officer,  prior  to 

ing  Director  for  Mexicana  de  Cobre,  S.A.  de  C.V. 

rated  from  November  1999  to  August  2003,  and 

America  for  Merrill  Lynch  Pierce  Fenner  &  Smith, 

he has been a partner of the law firm Bufete Carrillo 

pointment  and  Corporate  Governance  Committees 

his retirement in 1998. He holds a Bachelor’s degree 

from 1986 to 1999, and for Mexicana de Cananea, 

President  of  ASARCO  Incorporated  from  September 

New York (investment banking) from 2000 to 2002. 

Gamboa,  S.  C.,  specializing  in  corporate,  financial, 

of  the  Mexico  Fund.  Mr.  Carrillo  is  also  a  member 

in  Administration  from  Universidad  Tecnológica  de 

S.A. de C.V. from 1990 to 1999. Alternate Director 

1, 2001 until October 2003. Previously he was Direc-

Chief  Executive  Officer,  Senior  Country  and  Equity 

commercial, and public utility issues, for the last five 

of  the  Audit  Committee  of  SPCC  and  the  following 

México and a Master’s degree in Business Adminis-

of  Grupo  Mexico  from  1988  until  April  2002  and 

tor, Vice-President and Chief Commercial Officer of 

Analyst at Merrill Lynch, Peru (investment banking) 

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from  1995  to  2000.  He  held  various  distinguished 

Master’s Degree in Business Administration from the 

transport, tourism, and housing projects, since No-

EXECUTIVE OFFICERS

positions  with  banks  and  financial  institutions  as 

Business Administration Graduate School for Central 

vember 2001. Held various distinguished positions in 

economist,  financial  advisor  and  analyst.  He  has  a 

America  (INCAE).  He  has  also  attended  the  corpo-

the Mexican government, the last one being that of 

GERMÁN LARREA MOTA-VELASCO

LUIS ECHEVARRÍA S.S.

Assistant Secretary 

of the Company’s Audit Committee, are independent of 

management  and  financially  literate  in  accordance  with 

the  qualifications  of  the  NYSE  and  the  Securities  and 

PhD in finance from the Wharton School of the Uni-

rate finance program at Harvard University.

Secretary of Communication and Transportation from 

Chairman of the Board 

ERNESTO DURÁN TRINIDAD

Exchange Commission (“SEC”), as such qualifications are 

versity of Pennsylvania, Philadelphia, and graduated 

1995 to 2000. While holding that position, he was 

Comptroller

interpreted  by  the  Company’s  Board  of  Directors  in  its 

from the Economics Program of the University of the 

11.-  JUAN  REBOLLEDO  GOUT.  Director  of  SPCC 

also Chairman of the Board of Directors of the Mexi-

OSCAR GONZÁLEZ ROCHA

business judgment.

Pacific, Lima, Peru.

since  May  30,  2003.  He  has  been  International 

can-owned companies in the sector, and member of 

President and Chief Executive Officer

NEXT OF KIN

10.- GILBERTO PEREZALONSO CIFUENTES. Direc-

was  Undersecretary  of  Foreign  Affairs  of  Mexico 

Ruiz holds a bachelor’s degree in business adminis-

JAIME FERNANDO COLLAZO GONZÁLEZ

Board of the Company, and Genaro Larrea Mota-Velasco, 

lationship of affinity and/or consanguinity exists among 

Vice-President  of  Grupo  Mexico  since  2001.  He 

the  Board  of  Directors  of  development  banks.  Mr. 

Messrs.  Germán  Larrea  Mota-Velasco,  Chairman  of  the 

To the best of the Company’s knowledge, no other re-

tor of the Company and Member of the Board since 

from  1994  to  2000,  and  Deputy  Chief  of  Staff  to 

tration from the Anahuac University of Mexico City, 

2002.  Treasurer  of  Asociación  Vamos  México  A.C., 

the  President  of  Mexico  from  1993  to  1994.  Previ-

and an MBA degree from Northwestern University of 

consultant to the Presidency of Grupo Televisa S.A., 

ously,  he  was  Assistant  to  the  President  of  Mexico 

Chicago.

and member of its Board and Executive Committee 

(1989-1993),  Director  of  the  National  Institute  for 

since 1998. From 1980 until February 1998, he held 

the  Historical  Studies  of  the  Mexican  Revolution  of 

various  positions  with  Grupo  Cifra,  S.A.  de  C.V., 

the  Secretariat  of  Government  (1985-1988),  Dean 

the  last  position  being  that  of  General  Director  of 

of  Graduate  Studies  at  the  National  Autonomous 

Administration  and  Finance.  From  1998  until  April 

University  of  México,  Political  Science  Department 

2001,  Executive  Vice-President  of  Administration 

(1984-1985), and professor of said university (1981-

and Finance of Grupo Televisa S.A. He is also mem-

1983).  Mr.  Rebolledo  holds  a  law  degree  from  the 

ber of the Investment Committee of IBM de Mexico, 

National  Autonomous  University  of  Mexico,  an  MA 

Member of the Advisory Council of Banco Nacional 

in  philosophy  from  Tulane  University,  and  an  LLM 

de  Mexico,  S.A.  de  C.V.,  and  member  of  the  Board 

from Harvard Law School.

and of the investment committee of Afore Banamex 

Aegon, Siefore Banamex No. 1, Gigante S.A. de C.V., 

12.- CARLOS  RUIZ  SACRISTÁN.  Director  of  SPCC 

International Center for Human Development, Costa 

since February 12, 2004. Owner and managing part-

Rica and Masnegocio Co. S. de R.L. de C.V. He has a 

ner  of  Proyectos  Estrategicos  Integrales,  a  Mexican 

law degree from the Iberoamerican University and a 

investment  banking  firm  specialized  in  agricultural, 

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Vice-President, Finance and 

Chief Financial Officer

MARIO VINAGERAS

Vice-President, Commercial

REMIGIO MARTÍNEZ

Vice-President, Exploration

VIDAL MUHECH

Vice-President, Projects

a  Director  of  the  Company,  are  brothers  or  kindred  in 

the  other  members  of  the  Board,  and  between  them 

second degree of consanguinity. 

and  the  Executive  Officers  of  Southern  Peru  Copper 

A company of which more than 50% of the voting power 

Corporation.

is held by a single entity, a “controlled company”, need 

SPECIAL COMMITTEES OF THE BOARD 

not comply with the requirements of the New York Stock 

SPCC’S BOARD OF DIRECTORS HAS ORGA-

Exchange (“NYSE”) corporate governance rules requiring 

NIZED THE FOLLOWING SPECIAL COMMITTEES:

a  majority  of  independent  directors  and  independent 

1)   Executive  Committee,  sitting  five  members  who 

compensation  and  nomination/corporate  governance 

substitute for the Board when sessions or decisions 

committees.  SPCC  is  a  controlled  company  as  defined 

are required concerning urgent matters, or which the 

by the rules of the NYSE. Grupo Mexico owns indirectly 

Board would have expressly delegated its mandate. 

54.2%  of  the  stock  of  the  Company  (63.1%,  consider-

ARMANDO ORTEGA

ing Class A common shares are entitled to five votes per 

2)   Audit  Committee,  sitting  three  independent  Board 

Vice-President, Legal, General Counsel and Secretary

share.) The Company has taken advantage of the excep-

members  who  are  knowledgeable  in  accounting 

JOSÉ N. CHIRINOS 

the  NYSE.  The  Board  of  Directors  of  the  Company  de-

assist  the  Board  in  monitoring  (i)  the  quality  and 

Treasurer and Assistant of Comptrollerr 

termined that Messrs. Luis Miguel Palomino Bonilla, Gil-

integrity of the Company’s financial statements; (ii) 

tions  to  comply  with  the  corporate  governance  rules  of 

and  financial  matters.  Its  main  purpose  is  to  (a) 

berto Perezalonso, and Emilio Carrillo, the three members 

the qualifications and independence of the indepen-

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dent  auditors;(iii)  the  appropriate  performance  of 

recommend  the  approval  of  the  Company’s  good 

ANNUAL MEETING

DIVIDEND REINVESTMENT PROGRAM

OTHER CORPORATE INFORMATION

FORM 10 -K. CERTIFICATION IS REQUIRED BY 

the  internal  audit  function;  and  (iv)  the  Company’s 

governance principles, and overseeing the evaluation 

The annual stockholders meeting of Southern Peru Cop-

SPCC stockholders can have their dividends automatically 

For other information on the corporation or to obtain ad-

THE NEW YORK STOCK EXCHANGE.

compliance with legal and regulatory provisions; and 

of the Board’s and Management’s performance.

per Corporation will be held on Thursday, April 29, 2005 

reinvested in SPCC common shares. SPCC pays all admin-

ditional copies of the annual report, contact the Corpo-

Many of the Securities and Exchange Commission infor-

(b) prepare the report for the affidavit statement. 

at 17:00 PM, Mexico City time, at Avenida Baja Califor-

istrative and brokerage fees. This plan is administered by 

rate Communications Department at our headquarters.

mation requirements are contained in this 2000 Annual 

7)   The Special Committee for Divested Board Members 

nia Nº 200, Fifth Floor, Colonia Roma Sur, Mexico City, 

The Bank of New York. For more information, contact The 

Report. A copy of SPCC’s 2000 Form 10-K (excluding ex-

3)   Compensations  Committee,  comprising  four  Board 

sits four Board members who are independent from 

Mexico.

Bank of New York at 800/524-4458.

SOUTHERN PERU COPPER CORPORATION

hibits) will be available after May 1, 2001, upon request 

members,  its  principal  objective  is  to  evaluate  and 

the Corporation’s main shareholders and are desig-

2575 E. Camelback Rd., Suite 500, Phoenix, AZ 85016, 

to the Corporate Communications Department.

establish  the  remunerations  of  senior  officials  and 

nated to evaluate the announced merger between a 

CORPORATE OFFICES

STOCK EXCHANGE LISTING

U.S.A., Phone: (602) 977-6500, Fax: (602) 977-6700.

key employees at the Company and its subsidiaries, 

company subsidiary and a Grupo México subsidiary, 

2575 E. Camelback Rd., Suite 500, 

The principal markets for SPCC’s Common Stock are the 

NYSE Symbol: PCU. 

and eventual raises in remuneration. 

its main shareholder. 

Phoenix, AZ 85016, U.S.A., 

Phone: (602) 977-6595, 

New York Stock Exchange and the Lima Stock Exchange. 

SPCC’s Common Stock symbol is PCU on both the NYSE 

Avenida  Caminos  del  Inca  171  (B-2),  Chacarilla  del  Es-

violation  of  the  corporate  governance  standards  of  the 

The Company has filed with the NYSE the 2004 certifica-

tion  that  the  Chief  Executive  Officer  is  unaware  of  any 

4)   Share Incentive Plan, consisting of three independent 

8)   Administrative  Committee  Designated  by  the  Board 

Fax: (602) 977-6700.

and the Lima Stock Exchange.

tanque, Santiago de Surco – Lima 33 - Peru./ Lima Stock 

NYSE. The Company has also filed with the SEC the certi-

Board  members  who  are  knowledgeable  in  ac-

for  (Employee  Retirement 

Income  Security  Act 

Exchange Symbol: PCU. 

fications required under Section 302 of the Sarbanes-Ox-

counting and financial matters. Their objective is to 

–  ERISA  -  USA)  Benefits  Plans.  The  Vice-President 

Avenida Caminos del Inca No. 171, 

OTHERS 

ley Act of 2002, as exhibits to the 2003 Annual Report on 

determine compensation schemes for senior officials 

for Finance and Chief Financial Officer is the Board-

Chacarilla del Estanque, Santiago de Surco, 

The  Branch  in  Peru  has  issued,  in  accordance  with  Pe-

Web Page:  

www.southernperu.com

Form 10-K. The Company anticipates filing, on a timely 

and key employees at the Company through awards 

appointed Trustee for the Company’s Benefits Plans 

Lima 33, Peru 

ruvian  law,  ‘investment  shares’  (formerly  named  labor 

Email address: 

spcc@southernperu.com.pe

basis,  the  2005  NYSE  certification  and  the  Section  302 

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of  ordinary  Company  stock  as  a  way  to  improve 

subject  to  US  regulations,  including  ERISA.  This 

Phone (511) 372-1414, Ext. 3211, 

management  of  corporate  affairs  and  create  a  link 

Officer  will  appoint  an  Administrative  Committee 

Fax (511) 372-0062

between their interest and that of the shareholders.

sitting four management members whose purpose is 

to administrate and manage those plans and to over-

TRANSFER AGENT, REGISTRAR AND 

5)   Designations  Committee,  sitting  four  members  of 

see the performance of the trust agents and others 

STOCKHOLDER SERVICES

the Board who propose and evaluate candidates to 

charged with investing the plans’ monies. 

The Bank of New York

represent the Company’s common stockholders. 

101 Barclay Street

6)  Corporate  Governance  Committee.  Its  four  Board 

Total remuneration of Board and Administration members 

Phone 800/524-4458

ADMINISTRATION AND BOARD INCOME

New York, NY 10286

members  have  as  their  principal  role  to  advise  the 

in relation to the Company´s gross income is 0.41%.

Board  on  its  functions  and  needs,  develop  and 

shares) that are quoted in the Lima Stock Exchange under 

symbols S-1 and S-2. Transfer Agent, registrar and stock-

holders services are provided by Banco de Credito of Peru 

at  Avenida  Centenario  156,  La  Molina,  Lima  12,  Peru. 

Phone 51 (1) 348-5999, Fax 511-349-0592.

certifications as exhibits to the 2004 Annual Report on 

Form 10-K.

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MEMBERS OF THE BOARD OF DIRECTORS

JAIME FERNANDO COLLAZO GONZÁLEZ

JOSÉ I. DE LOS HEROS 

Germán Larrea Mota-Velasco 

Emilio Carrillo Gamboa 

Jaime Fernando Collazo González

Xavier García de Quevedo Topete

Oscar González Rocha

Harold Handelsman

Genaro Larrea Mota-Velasco

Armando Ortega G. 

Luis Miguel Palomino Bonilla 

Gilberto Perezalonso Cifuentes 

Juan Rebolledo Gout 

Carlos Ruiz Sacristán

Vice-President, Finance and 

Chief Financial Officer

MARIO VINAGERAS

Vice-President, Commercial

REMIGIO MARTÍNEZ 

Vice-President, Exploration

VIDAL MUHECH

Vice-President, Projects

ARMANDO ORTEGA

AUDIT COMMITTEE

Vice-President, Legal, General Counsel and Secretary 

Emilio Carrillo Gamboa, Presidente del Comité

56.

Luis Miguel Palomino Bonilla, and

Gilberto Perezalonso Cifuentes

JOSÉ N. CHIRINOS FANO

Treasurer and Assistant Comptroller

EXECUTIVE OFFICERS

ADMINISTRATION OF THE BRANCH

Commercial Director 

LUIS E. ECHEVARRIA  

Legal Manager (a.i. Legal Director) 

ALBERTO J. GILES  

Human Resources Director

MANUEL A. PLENGE

Logistics Director 

ELSIARIO ANTÚNEZ DE MAYOLO

Director of Cuajone Operations

EZIO BUSELLI

 Director of Environmental Services

EDGARD CORRALES

Exploration Director 

GERMÁN LARREA MOTA-VELASCO

OSCAR GONZÁLEZ ROCHA 

FERNANDO MEJÍA

Chairman of the Board 

President and Chief Executive Officer   

Director of Toquepala Operations

OSCAR GONZÁLEZ ROCHA

JOSÉ N. CHIRINOS 

WILLIAM E. TORRES

President and Chief Executive Officer 

Director of Comptroller, Finance and Administration 

Director of Ilo Operations

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