Luis Miguel Palomino Bonilla

About Luis Miguel Palomino Bonilla

Independent director of Southern Copper Corporation (SCCO) since 2004; age 65. Serves on the Audit, Special Nominating, and Sustainability Committees; chaired the Audit Committee in 2024 and is designated an “Audit Committee Financial Expert.” PhD in Finance from Wharton and Economics degree from Universidad del Pacífico; career spans investment banking and economic policy with mining-sector expertise in Mexico and Peru .

Past Roles

External Roles

Board Governance

• Independence and designation

  • Special independent director nominee; Board determined independence per NYSE standards. Member (Special Designee) of the Special Nominating Committee, which nominates special independent directors and requires unanimous votes of its three members .
  • Audit Committee Financial Expert as determined by the Board .

• Committee assignments and roles

  • Audit Committee: Chair in 2024; committee comprised entirely of independent directors. Met 5 times in person and 1 time by videoconference in 2024; 100% attendance by all members .
  • Related Party Transactions Subcommittee (of Audit): Established in 2017; held 5 videoconferences in 2024 with 100% attendance by members; reviews affiliate transactions, including Material Affiliate Transactions (>$10M) per Certificate and policy .
  • Special Nominating Committee: Member (Special Designee); nominated three special independent directors in 2025 .
  • Sustainability Committee: Member; committee (3 independent directors) met 4 times in 2024 .

• Attendance and engagement

  • Audit Committee and its related-party subcommittee had 100% member attendance in 2024 .
  • Board-level: in 2024, each director attended at least 75% of the aggregate of Board and assigned committee meetings; in 2023, Board attendance was 100% at four regular meetings .

• Executive sessions and controlled company context

  • Executive sessions of non-management directors are scheduled at each regular Board meeting; only independent directors attend .
  • SCCO is a NYSE “controlled company” (Grupo México indirectly owns 88.9%), so Compensation and Corporate Governance committees are not fully independent; special independent director structure and independent committees (e.g., Audit) are in place to mitigate control risks .

Fixed Compensation

Director fee structure (non-employee directors; 2024)

2024 director compensation – Luis Miguel Palomino

Performance Compensation

Directors’ Stock Award Plan grants 400 shares quarterly to each eligible non-employee director, contingent on attending every Board meeting in that quarter; awards are not subject to vesting. A 2025 proposal would add 200 shares annually if the director attends all Board meetings for the year (extends plan to 2031) .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee Financial Expert; Board-determined financial literacy and independence per NYSE/SEC standards .
• PhD in Finance (Wharton); extensive experience as economist, financial analyst and investment banker; sector coverage includes mining in Mexico and Peru .
• Governance experience chairing audit at the Lima Stock Exchange and vice-chairing Peru’s central bank .

Equity Ownership

Note: Beneficial ownership reported as of 3/27/2025 differs from shares shown as outstanding under the Directors’ Stock Award Plan at 12/31/2024; company tables use different bases/dates. Consider verifying with most recent Section 16 filings if needed .

Governance Assessment

• Strengths

  • Independent oversight: Special independent director; Audit Chair with “Financial Expert” designation; 100% attendance at Audit and related-party subcommittee meetings in 2024 supports robust oversight of financial reporting and affiliate transactions .
  • Related-party controls: Article Nine requires prior review by an independent committee for Material Affiliate Transactions (> $10M); related-party subcommittee is active (five meetings; 100% attendance) amid significant affiliate dealings under a controlled-company structure .
  • ESG and disclosure oversight: Participation on Sustainability Committee (four meetings in 2024) and executive sessions policy for independent directors at each regular Board meeting .

• Watch items / RED FLAGS

  • Controlled company: Grupo México controls 88.9% of shares; Compensation and Corporate Governance committees are not fully independent—places added importance on the independence and assertiveness of special independent directors .
  • Extensive related-party transactions: Significant services and power purchases from affiliates (e.g., $30.1M corporate services; $172.6M power from MGE; construction and freight with Grupo México affiliates); requires continued rigorous Audit Committee oversight to ensure arm’s-length terms .
  • Director equity alignment is attendance-conditioned rather than performance-based; awards vest immediately, which aligns with engagement but provides limited long-term performance linkage .

• Shareholder sentiment signal

  • Say-on-Pay approval was 99.40% at the 2024 AGM; while focused on executive pay, it suggests limited broad governance controversy among minority holders that year .