SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
June 17, 2020
conducted virtually via a live audio webcast. There is no physical location for the annual meeting.
compensation and vote on a shareholder proposal, if properly presented at the annual meeting.
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Germán Larrea Mota-Velasco | |||||
Chairman of the Board of Directors | | | Oscar González Rocha President and Chief Executive Officer | |
| 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014 U.S.A. TEL: +(602) 264-1375 | | | Avenida Caminos del Inca No. 171, Chacarilla del Estanque, Santiago de Surco, C.P. 15038, Peru TEL: +(511) 512-0440, ext. 3442 | | | Edificio Parque Reforma, Campos Eliseos No. 400, 12th Floor, Col. Lomas de Chapultepec,
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annual meeting. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/208691188. The password for the meeting is SCCO2021. The purposes of the annual meeting of stockholders of Southern Copper Corporation are the following: (1) To elect our ten directors, who will serve until the 2022 annual meeting; (2) To ratify the selection by the Audit Committee of the Board of Directors of Directors of Galaz,Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants for calendar year 2021; (3) To provide stockholders the opportunity to cast a non-binding advisory vote on our executive compensation; (4) To vote on a shareholder proposal, as described in this proxy statement, if properly presented at the annual meeting; and (5) To transact such other business as may properly come before the meeting. Only stockholders |
Stockholders of record at the close of business on June 2, 2020 April 9, 2021 will be entitled to vote at the annual meeting and at any adjournment or postponement of the meeting. Stockholders of record who attendREVIEW THE PROXY STATEMENT AND VOTE ELECTRONICALLY BY VISITING www.meetingcenter.io/208691188. YOU MAY ALSO VOTE BY MAIL BY signing, dating, and returning the enclosed proxy card in the envelope provided. You may also vote by attending the annual meeting in person may withdraw their proxies and vote in person if they wish.
virtually.
www. meetingcenter.io/208691188.
April 16, 2021
image of your legal proxy.
The affirmative vote of a majority of the votes cast in person or by proxy or by any permissible means of remote communication, including electronic transmission or telephonic means, at the meeting by the holders of shares of Common Stock entitled to vote thereon is required for the non-binding advisory vote on executive compensation described in this proxy statement. Abstentions and broker non-votes are counted for quorum purposes. Abstentions are counted as a vote “Against” this proposal. Brokerand broker non-votes are not counted either as votes cast “For” or “Against” this proposal. Pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), brokers are prohibited from voting uninstructed shares on executive compensation matters, including on the non-binding advisory vote on executive compensation discussed in this proxy statement. If we receive a signed proxy with no voting instructions, such shares will be voted “For”“For” the approval of our executive compensation as described in this proxy statement.
The Board of Directors considers and recruits candidates from all sources, including nominations recommended by stockholders, to fill the positions on the Board of Directors taking into account the Board of Directors'Directors’ current composition and core competencies and the needs of the Board as a whole. The composition, skills and needs of the Board of Directors change over time and will be considered in establishing the profile of desirable candidates for any specific opening on the Board. Recommendations for
Common Stock Director | | | Age | | | Position | |
Germán Larrea Mota-Velasco | | | | | Chairman of the Board and Director | | |
Oscar González Rocha | | | | | President, Chief Executive Officer, and Director | | |
Vicente Ariztegui Andreve | | | | | Director | ||
Enrique Castillo Sánchez Mejorada | | | | | Director | | |
Leonardo Contreras Lerdo de Tejada | | | 35 | | | Director Nominee | |
Xavier García de Quevedo Topete | | | | | Director | | |
Rafael Mac Gregor Anciola | | | | | Director | | |
Luis Miguel Palomino Bonilla | | | | | Director | | |
Gilberto Perezalonso Cifuentes | | | | | Director | | |
Carlos Ruiz Sacristán | | | | | Director | |
Mr. Larrea, presides over every Board meeting andsince 1999 has been contributing to the Company his education, his leadership skills, industry knowledge, strategic vision, informed judgment and over 20 years of business experience, especially in the mining sector. As Chairman and Chief Executive Officer of Grupo Mexico, of Grupo Ferroviario Mexicano, S.A. de C.V. and of EIM, a holding company engaged in a variety of business, including mining, construction, railways, real estate, and drilling, he brings to the Company a valuable mix of business experience in different industries.
6
Alfredo Casar Pérez, Director. Mr. Casar Pérez has been a director of the Company since October 26, 2006. He has been a member of the board of directors of Grupo Mexico since 1997. He is also a member of the board of directors of Ferrocarril Mexicano, S.A. de C.V., an affiliated company of Grupo Mexico, since 1998 and its Chief Executive Officer since 1999. From 1992 to 1999, Mr. Casar Pérez served as General Director and member of the board of directors of Compañía Perforadora México, S.A. de C.V. and México Compañía Constructora, S.A. de C.V., two affiliated companies of Grupo Mexico. Mr. Casar Pérez served as Project Director of ISEFI, a subsidiary of Banco Internacional, in 1991 and as Executive Vice President of Grupo Costamex in 1985. Mr. Casar Pérez also worked for the Real Estate Firm, Agricultural Ministry, and the College of Mexico. Mr. Casar Pérez holds a degree in Economics from the Autonomous Technological Institute of Mexico, ITAM, and a degree in Industrial Engineering from Anáhuac University of Mexico City, Mexico. He also holds a Master’s degree in Economics from the University of Chicago in Chicago, Illinois.
Mr. Casar Pérez has been associated with Grupo Mexico or its affiliated companies in different executive positions for more than22 years. He contributes to the Company his background in engineering and economics, his extensive business experience, his high performance standards, leadership and mature confidence. As Chief Executive Officer of Ferrocarril Mexicano, S.A. de C.V., Mr. Casar Pérez contributes to the Company a unique experience and ability to address challenging issues and propose creative solutions.
Enrique Castillo Sánchez Mejorada, Independent Director. Mr. Castillo Sánchez Mejorada has been a director of the Company since July 26, 2010 and is our fifth independent director nominee. From May 2013 to December 2020, Mr. Castillo Sánchez Mejorada has beenwas Senior Partner of Ventura Capital Privado, S.A. de C.V. (Mexican financial company), and, since October 2013, he has been Chairman of the board of directors of Maxcom Telecomunicaciones, S.A.B. de C.V. (Mexican telecommunications company).
Mr. García de Quevedo contributes to the Company his extensive business experience and leadership, his industry knowledge, his skills to motivate high-performing talent, and his general management skills. During his more than40 41 years of experience as an executive with Grupo Mexico and subsidiaries, he was responsible for developing the integration strategy of Grupo Mexico. He was directly responsible for the development of the copper smelter, refinery, precious metal and rod plants of Grupo Mexico. Mr. García de Quevedo also headed the process for the acquisition of railroad concessions for Grupo Mexico, the formation of Grupo Ferroviario Mexicano, S.A. de C.V. and its partnership with Union Pacific. Previously, he had a distinguished career as Vice President of sales and marketing for Grupo Condumex, S.A. de C.V., where among other achievements, he was responsible for the formation of a division for the sale, marketing and distribution of products in the United States and Latin America and where he headed the Telecommunications division. Mr. García de Quevedo also contributes to the Company his diversified business experience gained from having served on the boards of different Mexican and United States companies and as Chairman of the Mining Chamber of Mexico.
Additionally,
Dr. Palomino is a member of our Audit Committee and a special independent director nominee. He is also our “audit“audit committee financial expert,” as the term is defined by the SEC. Dr. Palomino contributes to the Company his education in economics and finance, acquired from extensive academic studies, including a PhD in Finance from the Wharton School of the University of Pennsylvania in Philadelphia, Pennsylvania, his expertise, his wise counsel, and his extensive business experience gained from his past and current activities from serving as a financial analyst, including of the mining sectors in Mexico and Peru.
Mr. Ruiz Sacristán is one of our special independent director nominees. Mr. Ruiz Sacristán contributes to the Company his extensive business studies, including aMaster’s Degree in Business Administration from Northwestern University in Chicago, Illinois, his investment banking experience and his broad business experience as a former Chief Executive Officer of PEMEX (Mexican oil company), combined with his distinguished career in the Mexican government as a former Secretary of Communications and Transport of Mexico and as a director of Mexican-owned enterprises and financial institutions. Mr. Ruiz Sacristán also brings to the Board of Directors his informed judgment and his diversified business experience gained from serving on the board of directors and of the audit, and environmental and technology committees of Sempra Energy, a Fortune 500 energy service company, based in San Diego, California, as the former Chairman of Asarco LLC, and as the Chief Executive Officer of IEnova.
Southern Copper Corporation | ||||||||
Shares of Common Stock Beneficially Owned | Percent of Outstanding Common Stock | |||||||
Americas Mining Corporation, 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014(a) | 687,275,997 | 88.9 | % |
| | | Southern Copper Corporation | | |||||||||
| Shares of Common Stock Beneficially Owned | | | Percent of Outstanding Common Stock | | ||||||||
Americas Mining Corporation, 1440 E. Missouri Avenue, Suite 160, Phoenix, AZ 85014(a) | | | | | 687,275,997 | | | | | | 88.9% | | |
Director/Executive Officer | | | Southern Copper Corporation | | |||||||||
Shares of Common Stock Beneficially | | | Percent of Outstanding Common Stock | | |||||||||
Germán Larrea Mota-Velasco | | | | 1,600,764 | | | | | | (b) | | ||
Oscar González Rocha | | | | | 134,539 | | | | | | (b) | | |
Vicente Ariztegui Andreve | | | | 4,800 | | | | | | (b | | ||
Alfredo Casar Pérez | | | | | 0 | | | | | | | | |
Enrique Castillo Sánchez Mejorada | | | | | 1,600 | | | | | | (b) | | |
Leonardo Contreras Lerdo de Tejada | | | | | 0 | | | | | | | | |
Edgard Corrales | | | | | 0 | | | | | | | | |
Xavier García de Quevedo Topete | | | | 12,038 | | | | | | (b) | | ||
Raúl Jacob | | | | | 0 | | | | | | | | |
Jorge Lazalde | | | | | 0 | | | | | | | | |
Rafael Mac Gregor | | | | 6,000 | | | | | | (b) | | ||
Luis Miguel Palomino Bonilla | | | | 7,814 | | | | | | (b) | | ||
Gilberto Perezalonso Cifuentes | | | | 25,341 | | | | | | (b) | | ||
Carlos Ruiz Sacristán | | | | 19,074 | | | | | | (b) | | ||
Lina Vingerhoets | | | | | 0 | | | | | | | | |
All nominees, directors and executive officers as a group | | | | 1,811,970 | | | | | | | | |
Grupo Mexico | ||||||||
Director/Executive Officer | Shares of Common Stock Beneficially Owned | Percent of Outstanding Common Stock (a) | ||||||
Germán Larrea Mota-Velasco | 1,475,642,781 | 18.95 | % | |||||
Oscar González Rocha(b) | 3,952,096 | (a) | ||||||
Vicente Ariztegui Andreve | 0 | |||||||
Alfredo Casar Pérez | 3,126,271 | (a) | ||||||
Enrique Castillo Sánchez Mejorada | 0 | |||||||
Edgard Corrales | 36,000 | (a) | ||||||
Xavier García de Quevedo Topete | 1,729,651 | (a) | ||||||
Raúl Jacob | 146,424 | (a) | ||||||
Jorge Lazalde (b) | 334,887 | (a) | ||||||
Rafael Mac Gregor Anciola | 0 | |||||||
Luis Miguel Palomino Bonilla | 0 | |||||||
Gilberto Perezalonso Cifuentes | 0 | |||||||
Carlos Ruiz Sacristán | 64,100 | (a) | ||||||
Lina Vingerhoets | 0 | |||||||
All nominees, directors and executive officers as a group (16 individuals) | 1,485,062,341 |
Director/Executive Officer | | | Grupo Mexico | | |||||||||
| Shares of Common Stock Beneficially Owned | | | Percent of Outstanding Common Stock(a) | | ||||||||
Germán Larrea Mota-Velasco | | | | | 1,482,239,429 | | | | | | 19.03% | | |
Oscar González Rocha | | | | | 3,932,096 | | | | | | (a) | | |
Vicente Ariztegui Andreve | | | | | 0 | | | | | | | | |
Alfredo Casar Pérez | | | | | 3,126,271 | | | | | | (a) | | |
Enrique Castillo Sánchez Mejorada | | | | | 0 | | | | | | | | |
Leonardo Contreras Lerdo de Tejada | | | | | 440,000 | | | | | | (a) | | |
Edgard Corrales | | | | | 36,000 | | | | | | (a) | | |
Xavier García de Quevedo Topete | | | | | 2,089,312 | | | | | | (a) | | |
Raúl Jacob | | | | | 146,424 | | | | | | (a) | | |
Jorge Lazalde(b) | | | | | 320,129 | | | | | | (a) | | |
Rafael Mac Gregor Anciola | | | | | 0 | | | | | | | | |
Luis Miguel Palomino Bonilla | | | | | 0 | | | | | | | | |
Gilberto Perezalonso Cifuentes | | | | | 0 | | | | | | | | |
Carlos Ruiz Sacristán | | | | | 70,262 | | | | | | (a) | | |
Lina Vingerhoets(c) | | | | | 5,821 | | | | | | (a) | | |
All nominees, directors and executive officers as a group (17 individuals) | | | | | 1,492,435,875 | | | | | | | | |
The
Mr. Palominochaired the Audit Committee in 2019.2020. Mr. Luis Miguel Palomino Bonilla was elected to the Board of Directors and the Audit Committee on March 19, 2004. Mr. Perezalonso has been a member of the Board of Directors and of the Audit Committee since June 2002. Mr. Enrique Sanchez Mejorada was elected to the Board on July 26, 2010. He has served on the Audit Committee since April 18, 2013.
Onall of its members.
(1) |
Fee Category | 2019 Fees | 2018 Fees | ||||||
Audit Fees | $ | 1,712,445 | $1, 670,687 | |||||
Audit-Related Fees | 241,124 | 112,171 | ||||||
Tax Fees | 69,084 | 99,595 | ||||||
All Other Fees | 52,854 | 11,500 | ||||||
Total Fees | $ | 2,075,507 | $ | 1,893,953 |
Fee Category | | | 2020 Fees | | | 2019 Fees | | ||||||
Audit Fees | | | | $ | 1,243,699 | | | | | $ | 1,712,445 | | |
Audit-Related Fees | | | | | 393,379 | | | | | | 241,124 | | |
Tax Fees | | | | | 310,312 | | | | | | 69,084 | | |
All Other Fees | | | | | 0 | | | | | | 52,854 | | |
Total Fees | | | | $ | 1,947,390 | | | | | $ | 2,075,507 | | |
Assuming reelection by the stockholders at the 2021 annual meeting, Mr. Enrique Castillo Sánchez Mejorada will become the independent member of the Compensation Committee replacing Mr. Gilberto Perezalonso Cifuentes, who will continue as a member of the Board but will not stand for reelection as a member of the Compensation Committee.
The Compensation Committee, as of December 31, 2020 Germán Larrea Mota-Velasco Oscar González Rocha Xavier García de Quevedo Topete Gilberto Perezalonso Cifuentes | |
COMPENSATION DISCUSSION AND ANALYSIS
Mr. Germán Larrea Mota-Velasco, our Chairman, is an executive officer of Grupo Mexico and is compensated by Grupo Mexico. In 2019,2020, Mr. Larrea has received only fees and stock awards for his services as member of our Board of Directors.
When we increase base salaries for our Named Executive Officers, we use a tabulation, which is revised every year to adjust for inflation in Mexico and Peru. The base salary increases take into account the individual’s position, as well as his/his/her results and job performance in the relevant year. Base salary increases are not granted indiscriminately to employees. Instead, they are granted to reward individuals who facilitate the achievement of the Company’s corporate goals. Our corporate goals include increasing production and lowering costs in a safe environment, maintaining customer satisfaction and market leadership, and enhancing stockholder value.
2017-2020.
2020.
How Does Each Element and Our Decisions Regarding That Element Fit Into Our Overall Compensation Objectives and Affect Decisions Regarding Other Elements?
All our Peruvian employee compensation is denominated in Peruvian Soles. We convert the Peruvian Soles into U.S. dollars using the average exchange rate for the applicable period.
2020.
Expatriate Employees:
In 2019,2020, Messrs. González Rocha, Jacob, Corrales and Ms. Vingerhoets received $107,203, $35,622 $34,733$108,968, $34,737, $33,830 and $23,138$22,571 as Peruvian Independence holidays, Christmas, Labor Day and LaborMiners’ Day bonuses, respectively. Additionally, they also received the bonus to celebrate Miners' Day. These amounts are reflected in the Summary Compensation Table under the All Other Compensation column.
(c) Other Company Sponsored Programs:
We do not provide compensation tied to specific pre-determined individual or Company performance criteria or long-term incentive compensation.
2020.
2020.
Regardless of the manner in which an employee’s employment is terminated, he/she is entitled to receive his/her employee contributions and any amounts earned during his/her term of employment. Any severance benefits received by the terminated employee will be deducted from any employer contribution to be received under the plan. In the event of the retirement of an employee, he/she is entitled to receive amounts accrued under the plan.
Messrs. Ramon Leal Chapa and
Messrs. Ramon Leal Chapa and
(b) Mexican Savings Plans:
Plan:
Mr. Ramon Leal Chapa received a payment of $80,586 as compensation for his termination of service with the Company. This amount is reflected in the Summary Compensation Table under the All Other Compensation column.
EXECUTIVE COMPENSATION
24
Name and Principal Position | Year | Salary | Bonus(b) | All Other Compensation (c) | Total | |||||||||||||||
Oscar González Rocha | 2019 | $ | 490,371 | $ | 416,948 | $ | 732,551 | $ | 1,639,870 | |||||||||||
President and CEO | 2018 | $ | 489,651 | $ | 395,676 | $ | 619,437 | $ | 1,504,764 | |||||||||||
2017 | $ | 487,157 | $ | 160,627 | $ | 589,718 | $ | 1,237,502 | ||||||||||||
Raúl Jacob | 2019 | $ | 145,869 | $_____ | $ | 197,454 | $ | 343,323 | ||||||||||||
Vice President Finance and CFO | 2018 | $ | 151,163 | $ | 23,496 | $ | 183,718 | $ | 358,377 | |||||||||||
Ramon Leal Chapa | 2017 | $ | 146,230 | $ | 11,329 | $ | 181,818 | $ | 339,377 | |||||||||||
Former Senior Vice President | 2019 | $ | 114,667 | $ | 88,249 | $ | 108,589 | $311, 505 | ||||||||||||
Edgard Corrales | 2019 | $ | 134,865 | $_____ | $ | 199,155 | $ | 334,020 | ||||||||||||
Vice President, Exploration | 2018 | $ | 140,123 | $ | 16,945 | $ | 183,599 | $ | 340,667 | |||||||||||
2017 | $ | 138,212 | $ | 11,188 | $ | 175,075 | $ | 324,475 | ||||||||||||
Julian Jorge Lazalde | 2019 | $ | 180,000 | $ | 22,500 | $ | 100,699 | $ | 303,199 | |||||||||||
Secretary | 2018 | $ | 182,451 | $ | 29,629 | $ | 89,094 | $ | 301,174 | |||||||||||
2017 | $ | 175,286 | $ | 40,103 | $ | 79,598 | $ | 294,987 | ||||||||||||
Lina Vingerhoets | 2019 | $ | 96,345 | ____ | $ | 115,756 | $ | 212,101 | ||||||||||||
Comptroller | 2018 | $ | 96,983 | 7,686 | $ | 105,250 | $ | 209,919 | ||||||||||||
2017 | $ | 96,038 | ____ | $ | 97,026 | $ | 193,064 |
(a) Compensation for all of our Peruvian and Mexican employees is denominated, respectively, in Peruvian Soles and Mexican Pesos. We convert the Peruvian Soles and Mexican Pesos into U.S. dollars using the average exchange rate for the applicable period. The average rate in 2020 for Peruvian Soles was 3.501 Soles for each U.S. dollar. The average rate in 2020 for Mexican Pesos was 21.496 Mexican Pesos for each U.S. dollar. (b) The 2020 cash bonus of Mr. Oscar González Rocha reflects amounts paid under the Executive Stock Purchase Plan. (c) All Other Compensation for Mr. Oscar González Rocha consists mainly of: |
(i) Cash Compensation Mandated by Peruvian Law:
(i) Cash Compensation Mandated by Mexican Law:
26
(ii) Cash Compensation Under Company Sponsored Programs:
(iii) Attendance Fees as Corporate Secretary:
All Other Compensation for Ms. Vingerhoets consists mainly of:
(i) Cash Compensation Mandated by Peruvian Law:
(ii) Cash Compensation Under Company Sponsored Programs:
Outstanding Equity Awards at Fiscal Year-End
2020.
Hedging
39.3.
them.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Grupo Mexico, our ultimate parent and our majority indirect stockholder, and its affiliates, provide various services to us directly or indirectly through subsidiaries. In 2019 and first quarter 2020, these services were primarily related to accounting, legal, tax, financial, treasury, human resources, price risk assessment and hedging, purchasing, procurement and logistics, sales and administrative and other support services. In 2018We pay Grupo Mexico and AMMINCO Apoyo Administrativo, S. A. de C. V. (“AMMINCO”), a subsidiary of Grupo Mexico, began providing such services to our Peruvian operations. We pay Grupo Mexico and AMMINCO for these services. The total amount paid by us to Grupo Mexico and AMMINCO for such services in 20192020 was $27.8 million. In the first quarter 2020, we paid Grupo Mexico and AMMINCO for services $6.9$28.6 million. The Company received $0.1 million for rental services from AMMINCO in 2019. The Company did not receive a payment from AMMINCO in the first quarter 2020. We expect to continue to pay for these support services in the future.
In 2019,2020, our Mexican operations paid $44.1$45.8 million primarily for freight services provided by Ferrocarril Mexicano, S.A. de C.V. and was paid $0.1 million by Ferrocarril, $71.0, $53.7 million for engineering and construction services provided by Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates, and $202.2$213.3 million for power supplied by Mexico Generadora de Energia S. de R.L. (“MGE”), all subsidiaries of Grupo Mexico. In the first quarter 2020 our Mexican operations paid $12 million primarily for freight services provided by Ferrocarril Mexicano, S.A. de C.V., $14.3 million for engineering and construction services provided by Mexico Proyectos y Desarrollos, S.A. de C.V. and affiliates, and $51.6 million for power supplied by MGE all subsidiaries of Grupo Mexico. In 2019 the Company received from MGE $47.4$54.9 million for natural gas and services. In May 2020, MGE signed a promissory note to pay to the first quarter 2020, we received $9.8Company´s Mexican operations 97.2 million fromMexican pesos (approximately $5.1 million) plus interest. The annual interest rate of the note was 8.28% with monthly payments. MGE for natural gas and services.
On August 4,repaid this note in December 2020.
2020.
LLC.
The Larrea family controls a majority of the capital stock of Grupo Mexico, and has extensive interests in other businesses, includingtransportation, aviation, entertainment and real estate. We engage in certain transactions in the ordinary course of business with other entities controlled by the Larrea family relating to the lease of office space, air transportation and entertainment services.
In 2019 and first quarter 2020 we did not have purchase or sales activities with companies having relationships with our executive officers.
On February 28, 2017, AMC and the Company entered into a tax agreement (the “Tax Agreement”), effective as of February 20, 2017, pursuant to which AMC, as the parent of the consolidated group of which the Company is a member and joins in the filing of a U.S. federal income tax return, (a) will be responsible for and discharge, any and all liabilities and payments due to the IRS on account of any incremental tax liabilities of the Company in connection with the potential adjustments being considered by the IRS in connection with the interest of a 2012 Judgment, (b) will not seek reimbursement, contribution or collection of any amounts of money or any other asset in connection therewith from the Company, and (c) will indemnify, defend and hold harmless the Company from any such liability, including the cost of such defense.
TheThe Audit Committee reviewed the 2019 and first quarter 2020 related party transactions reported in this proxy statement and did not object to any of them. Our Audit Committee recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and adopted a written policy for related party transactions on January 24, 2007, and amended it on February 23, 2007, and on April 24, 2008. During 2019 and first quarter 2020, it was our policy that the Audit Committee shall review all related party transactions. Related parties were those defined as such by the SEC. We are required to report all related party transactions in our filings with the SEC and as required by accounting requirements.
During the second half of 2019, at the direction of the Audit Committee and with the input of the subcommittee of related party transactions, management undertook to revise our internal policies and procedures to establish channels of reporting and review and approval requirements for related party transactions. This revised policy was developed to complement our existing practices covering related party transactions, including the Audit Committee’s policy described above. While the revised policy addressed the subject of related party transactions and the potential conflict of interest they present generally, a particular focus of the revised policy is to assist our employee base to identify potential transactions described by Article Nine of our Certificate as early as possible and establish a chain of internal reporting to help ensure that we do not engage in any Material Affiliate Transaction (as defined in Article Nine of our Certificate) unless that transaction has been the subject of prior review by a committee of three independent members of our board of directors. This revised policy was approved by our Board of Directors at its meeting of February 20, 2020.
Risk Oversight Process
www.southerncoppercorp.com.
2020.
Special Independent Directors/Special Nominating Committee
Name | Fees Earned or Paid in Cash ($) | Stock Awards (a) ($) | Total ($) | |||||||||
Germán Larrea Mota-Velasco | $ | 52,000 | $ | 58,416 | $ | 110,416 | ||||||
Oscar González Rocha | — | — | — | |||||||||
Vicente Ariztegui Andreve | $ | 52,000 | $ | 58,416 | $ | 110,416 | ||||||
Alfredo Casar Pérez | $ | 52,000 | $ | 58,416 | $ | 110,416 | ||||||
Enrique Castillo Sánchez Mejorada | $ | 124,000 | $ | 58,416 | $ | 182,416 | ||||||
Xavier García de Quevedo Topete | $ | 52,000 | $ | 58,416 | $ | 110,416 | ||||||
Rafael Mac Gregor Anciola | $ | 52,000 | $ | 58,416 | $ | 110,416 | ||||||
Luis Miguel Palomino Bonilla | $ | 124,000 | $ | 58,416 | $ | 182,416 | ||||||
Gilberto Perezalonso Cifuentes | $ | 99,000 | $ | 58,416 | $ | 157,416 | ||||||
Carlos Ruiz Sacristán | $ | 52,000 | $ | 58,416 | $ | 110,416 |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(a) ($) | | | Total ($) | | |||||||||
Germán Larrea Mota-Velasco | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Oscar González Rocha | | | | | — | | | | | | — | | | | | | — | | |
Vicente Ariztegui Andreve | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Alfredo Casar Pérez | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Enrique Castillo Sánchez Mejorada | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Xavier García de Quevedo Topete | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Rafael Mac Gregor Anciola | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
Luis Miguel Palomino Bonilla | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Gilberto Perezalonso Cifuentes | | | | $ | 136,000 | | | | | $ | 71,808 | | | | | $ | 207,808 | | |
Carlos Ruiz Sacristán | | | | $ | 52,000 | | | | | $ | 71,808 | | | | | $ | 123,808 | | |
$44.88.
Southern Copper Corporation
| | | Shares of Common Stock Beneficially Owned | | |||
Germán Larrea Mota-Velasco | | | | 27,766 | | | |
Oscar González Rocha | | | | | 1,212 | | |
Vicente Ariztegui Andreve | | | | 4,800 | | | |
Alfredo Casar Pérez | | | | | 0 | | |
Enrique Castillo Sánchez Mejorada | | | | 1,600 | | | |
Xavier García de Quevedo Topete | | | | 12,038 | | | |
Rafael Mac Gregor Anciola | | | | 6,000 | | | |
Luis Miguel Palomino Bonilla | | | | 7,814 | | | |
Gilberto Perezalonso Cifuentes | | | | 25,341 | | | |
Carlos Ruiz Sacristán | | | | 19,074 | | |
directors.
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APPROVAL OF MANAGEMENT PROPOSALS BY STOCKHOLDERS
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