Compañía de Minas Buenaventura

Buenaventura is committed to the principle of maintaining sound Corporative Governance and has, for such purpose, established the following: Subscribed capital is conformed of only one type of common share with voting rights.

The Board of Directors is made up of seven members, five of which are external.
The responsibilities of Chairman of the Board and General Manager are held by different individuals.
The Company has an Auditing Committee comprised of three external directors.
The Company has a Compensations Committee and the entire Board fulfils the role of Nominating Committee and Corporate Governance.
Buenaventura has approved and published its Code of Ethics since 2003, available at the Company’s web site.

In order to comply with the best practices of Corporate Governance, the Company satisfies not only the Peruvian legal mandate and CONASEV’s regulations, but also those standards established by the Securities and Exchange Commission, adjusting to the norms issued by the Sarbane Oxley Act. For this purpose, Buenaventura is working on the revision of its policies, organization and functions, at directing and management levels, to obtain an independent certification of such adjustment and information systems.
Buenaventura has a Disclosure Committee responsible for enforcing the compliance of all rules of transparency, thus avoiding the existence of privileged information.

Board Practices

The Audit Committee

The Audit Committee, composed entirely of independent directors as defined in Section 303A.02 of the New York Stock Exchange's Listed Company Manual, is responsible for assisting in the appointment of independent auditors to be elected at the general meeting of shareholders (“General Meeting”) and reviewing the scope of internal and external audits. The Audit Committee also reviews compliance with internal control systems, reviews the Company’s annual and quarterly financial statements, reviews financial statements before their presentation to the Comisión Nacional Supervisora de Empresas y Valores (National Supervisory Commission of Business and Securities, or “CONASEV”), the Bolsa de Valores de Lima (Lima Stock Exchange) and the Commission and maintains the integrity of the preparation of audits. The members of the Audit Committee are currently Messrs. Cole ridge, Ortiz and Plenge.

The Compensation Committee

The Compensation Committee is responsible for recommending, evaluating and approving executive (other than the chief executive officer) compensations, evaluating the performance of the chief executive officer and making recommendations to the board of directors relating to management compensation generally, including equity incentive compensation plans. The board of directors approves the compensation of the chief executive officer.

Nominating/Corporate Governance Committee

The Nominating/Corporate Committee is responsible for preparing the proposals for the general meetings in respect of the composition of the Board of Directors along with the director remuneration to be approved by the shareholders, and monitoring issues and practices related to corporate governance and to propose necessary actions in respect thereof.