Board Meeting Agenda Page 1 of 2

Peru Conference 2004

MEETING OF THE BOARD OF DIRECTORS

Agenda Peru Conference

Chair: Osvaldo Marzorati

Wednesday, May 19, 2004 9:00 AM - 11:00 AM

Chapel Room – Hotel Monasterio - Cusco

1. Call to Order 2. Approval of Agenda 3. Approval of Board Minutes – Vancouver 2003 Meeting 4. Chairman's Report Resolutions: (i) Muniz Forsyth Ramirez Perez-Taiman & Luna-Victoria - Vancouver Conference 5. Practice Group recommendations for future meetings (reported by group Co-Chair) (i) Banking & Workouts - (not meeting in Peru) Manjula Chawla/Susan Ning (ii) Business Investment & Trade – Peter Parsons/Joyce Fan (iii) Projects/Energy –Jose Emilio Nunes Pinto/Ray Batla

(iv) Employment & Labour (not meeting in Peru) (v) Intellectual Property/Licensing - (Contreras/Hiramatsu) (not meeting in Peru) (vi) Litigation – Ross Perrett/Patrick Sherrington

(vii) Tax (not meeting) (viii) Marketing - Perez-Jorge Perez Taiman/John Shirbin (ix) Practice Management – Jeff Barnes/Warren Gorrell

6. Finance - Chair: Jeff Barnes (i) Financial Report and 1st Quarter Budget 2004

(ii) Resolution on Finance Matters

Board Meeting Agenda Peru Conference - Page 2 of 2

7. Policy and Planning Committee Report: Chair – Jose Emilio Nunes Pinto (i) Consensus of Peru Conference

(ii) Report on distinguished guest proposal (iii) Ken Slade memoriam (iv) Report on Statement of Objectives

8. Membership Committee - Chair: S. Sivanesan

(i) Werksmans (ii) Spain

(iii) Los Angeles (iv) Other

9. Conference Committee (as reported by future host firms) (i) October 30-November 2, 2004 - New Delhi, INDIA - Kochhar & Co. (ii) April 16 – 20, 2005 – Honolulu, Hawaii – Goodsill Anderson Quinn & Stifel

10. Conclusion Cusco portion of Peru Conference

Board Resolution – Muniz Page 1 of 1

Peru 2004

May 19, 2004

WHEREAS the law firm MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA-VICTORIA, Lima, Peru is a member of the Pacific Rim Advisory Council; and WHEREAS, the success of the 35th International Conference of the Pacific Rim Advisory Council has been specifically due to the efforts and enthusiasm of the entire MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA-VICTORIA firm who have dealt patiently with the countless details and complexities of hosting an International Conference and, in particular the Host Committee Members:

Liliana Cock Carmen Gutierrez Richard Linares

Elsa Mateo Rony Parada

Sara Swinwood Martha Perez-Taiman Jorge Perez-Taiman

RESOLVED that the Pacific Rim Advisory Council extends MUNIZ FORSYTH

RAMIREZ PEREZ-TAIMAN & LUNA-VICTORIA its deepest gratitude for planning and hosting the 35th International Conference in Peru;

RESOLVED that the Pacific Rim Advisory Council extends to extends its best wishes

to MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA -VICTORIA for continued success; and that the original of this resolution be presented to MUNIZ FORSYTH RAMIREZ PEREZ-TAIMAN & LUNA-VICTORIA with commendation and honours; and that a copy of this resolution be maintained in the archives of the Pacific Rim Advisory Council.

ATTEST: ______________________________

Osvaldo Marzorati Chairman

Draft Vancouver Board Minutes Page 1 of 6

Draft Minutes

VANCOUVER MEETING OF THE BOARD OF DIRECTORS September 20-24

Pan Pacific Hotel Vancouver Wednesday, September 24, 2003

At 9:00 am

I. Call to Order/Representatives Present The PRAC Chairman, Jan Willem Sodderland (NautaDutilh, Amsterdam) called the meeting of the Board of Directors to order. The following representatives were present during the Board Meeting or participated in the various activities during the conference including the Practice Group and Committee meetings, and other programme events: Ali Budiardjo Nugroho Reksodiputro Ricky Nazir Allende & Brea, Argentina Osvaldo Jorge Marzorati Asahi Koma Law Offices, Japan Takemi Hiramatsu, Masafumi Oshino, Testuro Toriumi, Hiromi Shiraishi Brigard & Urrutia Carlos Urrutia Carey y Cia Jorge Carey, Jaime Carey, Pablo Iacobelli Clayton Utz, Australia John Shirbin Davis Wright Tremaine LLP, U.S.A. Peter Parsons, Bruce Johnson, Joseph Weinstein Fraser Milner Casgrain, Canada John Elder, Jeff Barnes, Susan Iannetta Goodsill Anderson Quinn and Stifel, USA Greg Kim Hale and Dorr LLP, USA Ken Slade, Henry Wixon (Washington) Hogan & Hartson LLP, U.S.A Warren Gorrell, Jr., Ray Batla, Jr, Wendy Whitney Taylor Hoet Pelaez Castillo & Duque Luis Bottaro Kim, Chang & Lee, South Korea Eui Jae Kim

Draft New Zealand Conference Board Minutes Page 2 of 6

King & Wood PRC Lawyers Xuanfeng (Susan) Ning, Kalley Chen (California) Kochhar & Co., India Amitabh Lal Das, Manjula Chawla, KV Ramesh Lovells, Hong Kong Raymond Lau, Tim Fletcher, Patrick Sherrington (London) Lee and Li, Taiwan Joyce Fan Luce, Forward, Hamilton & Scripps LLP, U.S.A. Peter Hahn, John Brooks, Elizabeth Foster, Phil Jelsma, John McNeece, Rob Steiner Mulla Mulla & Craigie Blunt & Caroe, India Shardul Thacker Muniz Forsyth Ramirez Perez-Taiman & Luna Victoria, Peru Jorge Perez-Taiman, Marcelo Torres and Mario Larrea (Quito); Cesar Luna-Victoria, Carmen Gutierrez Nauta Dutilh, The Netherlands J. Willem Sodderland, Chris Warner (New York), Japp Stoop Richards Buell Sutton, Canada Jeffrey Lowe, Jay Munsie, Georg Reuter, Scott Lamb, Scott MacDonald, Mark Baron, Michael Leroux, Sandra Wright, Jas Basra, Mark Davies, Sharon White, Michael Shane, Michael Sawyer, Richard Stobbe, Bruce Fraser Rodyk & Davidson, Singapore Pathma Selvaurai, S. Sivanesan Santamarina y Steta, Mexico Agustin Gutierrez Simpson Grierson, New Zealand Denis McNamara, Jock Irvine Skrine, Malaysia K. Anantham, Theresa Chong, Chen Kah Leng, Wei-Ling Liew, Kumar Kanasgasabi, Vinayaga Rajaratnam, Phua Pao Yi Sycip Salazar Hernandez & Gatmaitan, Philippines Andres Gatmaitan, Andy Sta Maria, Ben Caguioa, Rocky Reyes, Lilia Yang Tilleke & Gibbins International Ltd David Lyman, John King, Thanes Periera Tozzini Freire Teixeira e Silva, Brazil Jose Emilio Nunes Pinto, Marcio Baptista Werksmans, South Africa Wildu du Plessis Absent: All firms represented

Draft New Zealand Conference Board Minutes Page 3 of 6

II. Approval of Agenda. The Chairman sought approval of the agenda for the meeting. Upon motion duly made, seconded, and unanimously carried, the agenda set forth in the conference materials was approved. III. Approval of Minutes of New Zealand Conference Upon motion duly made, seconded and unanimously carried, the Minutes of the New Zealand 2003 meeting of the Board of Directors as set forth in the conference materials was approved. IV. Chairman's Report The Chairman commented generally on the strengths of PRAC, of its attractive membership size and relative intimacy of the membership and the high level of participation by delegates in the conference proceedings. 1. King and Wood The Chairman commented on the travel difficulties caused by the recent outbreak of SARS in certain regions of the world, as well as the war in Iraq. Therefore, many delegates were forced to cancel travel plans to New Zealand and were unable to attend the New Zealand Conference, among them, KING & WOOD. Although inducted in New Zealand, the Chairman formally welcomed them in Vancouver. 2. Tilleke & Gibbins International Ltd. The Chairman expressed its formal welcome to PRAC’s newest member from Thailand.

WHEREAS the law firm TILLEKE & GIBBINS INTERNATIONAL LTD of Bangkok, Thailand, joined The Pacific Rim Advisory Council effective June 1, 2003; and

WHEREAS, TILLEKE & GIBBINS INTERNATIONAL LTD is one of the most prestigious law firms in Thailand, with its main offices in the City of Bangkok; and

TILLEKE & GIBBINS INTERNATIONAL LTD supports a full service local and international practice,

with a high degree of specialisation; RESOLVED, that the Pacific Rim Advisory Council and the 30 member law firms of the Council extend

to TILLEKE & GIBBINS INTERNATIONAL LTD their warmest welcome and their expectation that the firm's membership will result in a long and mutually beneficial association; and

FURTHER RESOLVED that the original of this resolution be presented to TILLEKE & GIBBINS

INTERNATIONAL LTD and that a copy of this resolution be maintained in the archives of the Pacific Rim Advisory Council.

3. Richards Buell Sutton The Chairman reported on the many favorable comments he had received with respect to the Vancouver Conference. In particular, this conference will stand out for the largest turnout of delegates and guests and the personal and professional contributions by the Host Firm to every aspect of the Conference. Following discussion and upon motion duly made, seconded and unanimously carried, the following resolution was adopted:

WHEREAS the law firm RICHARDS BUELL SUTTON is a founding member of the Pacific Rim Advisory Council; and WHEREAS, the success of the 34th International Conference of the Pacific Rim Advisory Council has been specifically due to the efforts and enthusiasm of the entire RICHARDS BUELL SUTTON firm ho have dealt patiently with the countless details and complexities of hosting an International Conference and, in particular the Host Committee Members:

Melissa Heywood Jeffrey J. Lowe

Draft New Zealand Conference Board Minutes Page 4 of 6

Jay M. Munsie Georg D. Reuter

RESOLVED that the Pacific Rim Advisory Council extends RICHARDS BUELL SUTTON its deepest gratitude for planning and hosting the 34th International Conference in Vancouver;

RESOLVED that the Pacific Rim Advisory Council extends to RICHARDS BUELL SUTTON its best

wishes for continued success; and that the original of this resolution be presented to RICHARDS BUELL SUTTON with commendation and honours; and that a copy of this resolution be maintained in the archives of the Pacific Rim Advisory Council.

Directory. The 2003 Directory was published earlier in the year and is available at the PRAC web site. Send changes to Susan Iannetta. Notification of Change/Current listings. The Chairman asked the members to review the E-Mail list, Primary and Practice Group Matrix and listings and to advise Susan Iannetta of any changes. E-Bulletin. The e-Bulletin continues to be published month and electronically distributed to all Primary, Practice Group and Marketing contacts at each member firm. Available also at the PRAC web site Public Library portion. Send contributions to Susan Iannetta. V. Practice Group Recommendations. 1. Banking & Workouts – (See attachment A to follow) 2. Business Investment & Trade – (See attachment B to follow) 3. Projects/Energy (See Attachment C to follow) 4. Employment & Labor - not meeting. 5. Intellectual Property & Licensing (See Attachment D to follow) 6. Litigation – not meeting 6. Tax - not meeting 7. Marketing. (See Attachment E - to follow) 8. Practice Management (See Attachment F - to follow) Practice Group Co-Chairs were reminded to contact the Peru host firm to confirm meeting schedule and cautioned that due to time constraints not all practice groups would be meeting. VI. Financial The Financial Chair reported on the status of the estimated 4th quarter financial report 2003 and proposed Budget for 2004. The Financial Chair commented that with the loss of member firm Brobeck Phleger & Harrison and in all likelihood Brobeck's 2003 assessments would not be forthcoming pending the outcome of Brobeck's liquidation. As a result, the shortfall to the 2003 Revenue Budget, which would be covered by the contingency carryover built up from previous years and/or offset by potential new membership fees. The proposed 2004 Budget seeks to rebuild the contingency carryover in future budgets resulting in slightly increased assessments over 2003. Upon motion duly made, seconded and unanimously carried, it was:

Draft New Zealand Conference Board Minutes Page 5 of 6

RESOLVED that the Board of Directors approve the 2003 Estimated 4th Quarter Budget and Proposed 2004 Budget annexed hereto as Attachment G. VII. Policy & Planning Committee Committee Chair John Elder reported on the following items: 1. Members were advised that no additional comments were received to the draft from of suggested framework for joint billing (available at Private Libraries link at PRAC web site. Due to minimal interest the draft framework will be set aside but will remain at the web site for future reference. 2. Vancouver Conference. John Elder reported on the consensus view that the Vancouver Conference was well presented and with the highest attendance, successful on all accounts. The agenda was representative of a well attended and balanced program with sufficient business and social activities intermingled, and a high level of participation by the Host Firm. Vancouver social events were well planned and executed, blending a high energy setting in a relaxed and culturally sensitive setting. Saturday's Stanley Park excursion for early arrivals was met with enthusiasm. High praise and entirely positive comments were given for the much welcomed and honoured tradition of Partner home hosted dinners. The hotel environment was helpful, with a good collecting point in the central Lobby. The business meeting layout (classic board room or u-shape) for record high attendance proved a bit unwieldy and future hosts should look to adjusting set up pending attendance numbers. 3. Statement of Objectives. John Elder reported that for general updating and with the changes affecting many firms (such as globalisation), in the future, that the Committee would be looking at the PRAC Statement of Objectives with a view to proposing amendments as necessary, including a review of the assessment calculation and the basis for which fees are calculated.

VIII. Membership Committee (as reported by Patrick Sherrington) San Francisco, California. Following a review of the Membership Report regarding California and discussions with the Policy & Planning Committee the Membership Committee sought and received approval from the Board in New Zealand to seek a replacement for Brobeck, beginning with the San Francisco jurisdiction, with a view to securing a separate recommendation for Los Angeles following Vancouver. Discussions were held among the Delegates over the course of the Vancouver conference with a view to gaining a consensus as to a San Francisco replacement.

Following further discussions, it was unanimously agreed that Morgan Lewis & Bockius LLP would be asked to join PRAC for the San Francisco jurisdiction. Further, Patrick Sherrington will distribute a shortlist of potential Los Angeles, California candidates to the membership post Vancouver conference, along with a request for member views and recommendations on same, post conference. Patrick Sherrington thanked the membership at large, the members of the California due diligence team and in particular the US member firms Davis Wright Tremaine, Hale and Dorr, Hogan & Hartson and Luce Forward Hamilton & Scripps for their work and support in securing a consensus view for the San Francisco jurisdiction. 3. Other. Spain and Italy were raised as possible new member jurisdiction. Members were reminded to consider the process to be undertaken for new jurisdictions which included a Stage 1 report to be prepared by

Draft New Zealand Conference Board Minutes Page 6 of 6

the proposing member. Jorge Carey offered to prepare a Stage 1 report on Spain to support the recommendation to the membership. IX. Conference Committee 2004 Peru May 15-21 Jorge Perez Taiman reported that the hotel venues had been selected and the major planning was well underway. The Peru conference will start in Lima, move to Cusco, and have an optional follow on tour to Machu Picchu which will include a business seminar. Programme guides were distributed and early on line registration was now available. 2004 India New Delhi - October 30-November 5 New Delhi firm Kochhar & Co. expressed its delight at being the host firm for India 2004. Additional details would be forthcoming post conference. Initial plans are to be in New Delhi October 30-November 3 at the Oberoi New Delhi, and move to Agra for a follow on tour and business seminar November 4-5. X. Turnover Chair Chairman Sodderland reported on the results of the Nominating Committee for the incoming PRAC Chair for the term commencing January 1, 2004 and that the new Chair would consist of Osvaldo Marzorati (Allende & Brea - Argentina), Chairman and Sivi Sivanesan (Rodyk & Davidson - Singapore), Vice Chair. Further, Susan Iannetta has agreed to continue as Director. John Shirbin, immediate past Chairman, on behalf of all PRAC members, thanked Willem Sodderland for his commitment and guidance during his two year term as Chairman. He commented on Willem’s expert and gentle guidance which led PRAC through difficult obstacles during his term and set a clearer path for the incoming Chair. Chairman Willem Sodderland thanked the membership at large for their support during his term and asked for their future support of the incoming Chair. He expressed thanks to his Vice Chairs (Osvaldo Marzorati and Sivi Sivanesan) and to PRAC Director, Susan Iannetta.

XI. Adjournment. There being no further business to discuss the Board Meeting then adjourned and the Vancouver 2003 Conference closed. . Attest:

_________________________________ Jan Willem Sodderland

PRAC Chairman NautaDutilh - The Netherlands

_________________________________ Susan Iannetta PRAC Director

Fraser Milner Casgrain - Toronto

Attachment “B”

MINUTES OF BUSINESS INVESTMENT TRADE PRACTICE GROUP MEETING – PRAC Vancouver Conference - Tuesday, 23 September 2003

1. The topic for this session was “MAD COWS AND DISARSTERS – coping with Natural Biological Crisis”.

2. The speakers were Scott Lamb of Richards Buell Sutton, Joyce Fan of Lee and

Li and Time Fletcher of Lovells CHF. 3. Scott gave an insight into the medical details of the MAD COW disease. He

proceeded to cover the economic repercussions of the disease and in particular how it effected Canada’s beef exports to the USA, its largest market.

He also commented on the crisis response in other jurisdictions like Europe and Britain. Finally he covered the interesting aspect of Japan’s treatment of US beef products which are not being approved for export to Japan because of the possibility that “US” beef may have originated from Canada.

4. Joyce gave a clear and succinct presentation on the SARS outbreak in Taiwan.

She covered the government’s response, private sector response and the various economic incentives. The crisis also gave rise to new opportunities in Taiwan such as e-commerce, sanitation and health products. She gave her views on how the crisis had an impact on Taiwan’s relations with its neighbouring countries in Asia. Finally she covered pertinent legal issues associated with the SARS crisis.

5. Tim explained Hong Kong’s reaction and response to the SARS crisis. There was

a feeling that Hong Kong was a bit slow in responding to the crisis but once the reality set in, the authorities moved swiftly and effectively.

6. Other participants shared their experiences as well. Susan Ning of King and

Wood explained China’s reaction to and handling of the SARS crisis and the world’s reaction to China’s reaction. John Brooks of Luce Forward asked the panel to comment on the issue of Force Majeure in a SARS situation.

7. The session thanked the panel for the presentations. The Co-chairs also sought

suggestions from members for possible topics for the next session in Peru. Peterr Parsons & S. Sivanesan Co-Chairman R-#162281-v1-Minutes_of_Business_Investment_

Vancouver Attachment B-1 of 1

1

Attachment “D”

MINUTES OF INTELLECTUAL PROPERTY & LICENSING PRACTICE GROUP PRAC Vancouver Conference

September 23, 2003

CO-CHAIRS: Takemi Hiramatsu, Asahi Koma Law Office Ken Slade, Hale and Dorr LLP A. Survey on Cross-Border Use of Non-Disclosure Agreements

The Practice Group focused on the need to adjust non-disclosure agreements (NDA’s) for cross-border use. Prior to the conference, a model mutual NDA for a potential business deal was circulated to the member firms for comment. Two questions were posed: (1) Assuming the blank for choice of law is filled in with the law of SOME

COUNTRY OTHER THAN YOUR OWN COUNTRY under which the provisions of the NDA are to be governed, what parts of the NDA might be difficult to enforce in your country?

(2) Assuming the blank for choice of law is filled in with the law of YOUR

OWN COUNTRY, what changes would you recommend making to the NDA?

23 PRAC member firms responded to these questions, representing 20 different countries. Those responses focused on 10 distinct issues:

(1) Is the NDA’s choice of law enforceable? (2) Is the NDA’s choice of jurisdiction to resolve disputes enforceable? (3) Should confidential information be marked as “confidential”?

(4) If and when can information which is “in the public domain" still be subject to protection under an NDA?

(5) Residuals Clause (information in unaided memory) (6) Should the disclosing party be asked to give a warranty on its authority to

disclose Confidential Information? (7) As a practice, is it a good idea for the receiving party to retain one copy of

Confidential Information in its counsel’s files, in order to prove that it otherwise stopped using the disclosed information?

(8) should the NDA contain a clause acknowledging that each party is entitled to injunctive relief without the necessity of proving damages and posting any bond, and attorneys’ fees when pursuing violations of the NDA?

(9) Should one designate an exclusive jurisdiction to resolve disputes? (10) For what period of time can confidentiality obligations be imposed on the

receiving party?

Vancouver Minutes Attachment D 1 of 2

2

The Co-Chairs and Georg Reuter of the host firm prepared a PowerPoint presentation summarizing the responses on each of these issues, as well as some miscellaneous responses of interest across jurisdictions. Each delegate to the Vancouver conference received a CD-ROM which contained that PowerPoint presentation and the underlying responses. The contents of the CD-ROM have also been posted on the PRAC website. The Co-Chairs and Georg led a very spirited discussion of these issues during the actual Practice Group session. They flagrantly violated the 40-20 speeches-audience participation rule, allowing far more than 20 minutes of audience participation. As a result, they covered only the first 4 of the 10 issues identified above. There was a unanimous consensus among the participants in the Practice Group session that the discussion of the remaining issues 5-10 should be resumed at the upcoming Peru Conference. Prior to that conference, firms which did not respond to this survey were encouraged to respond. Likewise, some firms which had already responded indicated that they wanted to supplement or amend their responses, in light of the responses from other firms and the discussion at the Vancouver session. The Co-Chairs will revise the PowerPoint presentation and re-issue the CD-ROM, in order to reflect any new or revised responses which they receive prior to the Peru Conference. B. Survey of PRAC Member Firms Intellectual Property/Licensing Capabilities As a separate survey, the Co-Chairs had surveyed the various PRAC member firms (through a detailed written questionnaire) to determine (i) whether they each had capabilities in various specified sub-areas of IP and licensing, (ii) the number of attorneys/paralegals/specialists in each sub-area, and (iii) who are the relevant contact attorneys in each of those areas for each member firm. The Co-Chairs initiated this survey because they believed that having some readily available information on each PRAC firm regarding (i) through (iii) above would allow the other PRAC firms (1) to increase referrals and (2) to ensure that the initial contacts were in fact with the attorneys best qualified to handle those referrals. These contacts were intended to be in addition to, and not in lieu of, communications to the Primary Contact(s) in each member firm. The Co-Chairs were please to report that 18 of the 30 member firms responded prior to the Vancouver conference. Those responses will be posted as a new tool in the Private Libraries section of the PRAC website in early November. Firms which did not respond were asked to submit their responses to Ken Slade by November 1 in order to be included in that posting.

Vancouver Minutes Attachment D 2 of 2

Section 16 Financial

(Contact PRAC Director)

REPORT OF THE MEMBERSHIP COMMITTEE

PREPARED FOR INCLUSION IN ADVANCE MATERIALS FOR PERU CONFERENCE

LOS ANGELES At the conference in Auckland in April 2003, the Membership Committee received approval from the Board to seek a replacement for Brobeck, beginning with the San Francisco jurisdiction, with a view to securing a separate recommendation for Los Angeles thereafter. At the Vancouver conference in September 2003, it was agreed that Morgan Lewis & Bockius (“MLB”) would be appointed as the San Francisco member. Pursuant to the mandate from the Board, the Membership Committee then sought views from all members for recommendations for a Los Angeles member (please refer to Patrick Sherrington’s email dated 10 January 2004). Patrick received responses from 19 firms and his email dated 1 March 2004 sets out the positions of these firms. The Membership Committee discussed the matter on 2 April 2004 and felt that further clarification should be obtained from the 5 US firms who had provided their views collectively through John Brooks and from the 6th US firm (ie MLB). The Committee also felt that the views of the other firms who had not responded should be obtained. With this in mind, separate discussions were held with some of these firms and the responses were:- 1) 5 of the 6 US firms favour leaving Los Angeles an “open” city, of which Hale &

Dorr does not object to MLB being appointed the LA member. MLB favours occupying LA. The term “open” city effectively means that no member will be sought to occupy that jurisdiction (as is the current case with New York and London).

2) Most of the other firms (who did not respond initially) were of the view that

Brobeck’s departure needed to be filled and that a new Los Angeles member would be good for the organisation. These firms however are also sensitive to the views of the US firms and would prefer a solution which takes into account these views and the need for PRAC to grow as an organisation and still maintain the close relationships within its membership.

In view of these developments the Committee would need to seek a consensus

from the Board for a decision which addresses these views. SPAIN There has been a suggestion that Spain be considered for membership. A Stage One memorandum has been prepared by Jorge Carey. The Committee discussed the memorandum and suggested that the memorandum could include the relevance of Spain (ie commercial and business activities and the inflow and outflow of such activities to and from Spain) to the various PRAC jurisdictions. The revised memorandum will be issued shortly.

Membership Report Page 1 of 8

R-#199832-v1-Report_of_the_Membership_Committee2

SOUTH AFRICA Werksmans has initially informed immediate past Chair Willem Sodderland about its intention to withdraw from PRAC. Willem advised Carl to formally notify Osvaldo Marzorati. Willem thereafter informed Osvaldo and the PRAC Director. No formal notice of withdrawal has been received as at the date of this report. Osvaldo has written to Carl Stein advising him of the procedures for the withdrawal and also expressing his regret, on behalf of PRAC, for Werksman’s withdrawal. The Committee would like to obtain views from members as to whether or not a replacement member for South Africa should be obtained. Depending on the response, the Committee will be in a better position to give its recommendation thereafter. I would like to thank members of the Membership Committee and in particular Patrick Sherrington for their invaluable contribution and guidance. S. Sivanesan 14 April 2004

Membership Report Page 2 of 8

STAGE ONE MEMORANDUM REGARDING THE ADMISSION TO MEMBERSHIP OF THE PACIFIC RIM ADVISORY COUNCIL (PRAC)

OF SPAIN. Introduction The Kingdom of Spain (Spain) is one of the 15 member-countries that make up the European Union. It is located in the Iberian Peninsula, in southwestern Europe, bordering the Bay of Biscay, the Mediterranean Sea, the North Atlantic Ocean, and the Pyrenees Mountains, southwest of France. Its territory also includes the Baleares Islands in the Mediterranean Sea, the cities of Ceuta and Melilla in northern Africa, and the Canaries Islands in the Atlantic Ocean. Its geographical area comprises 505,992 Km2 and has a coastline of 4,964 km. The Iberian peninsula was characterized by a variety of independent kingdoms prior to the Moslem occupation that began in the early 8th century A.D., which lasted nearly seven centuries. The Unification of Spain initiated by the Catholic monarchs, Fernando and Isabel, culminated in the seizure of Granada in 1492, which is considered the completion of the re-conquest and the initiation of the present-day Spain. Spain’s most populated city is its capital, Madrid, with a population of 2,957,080 habitants. The country's total population is 41.2 millions inhabitants (2002) 90% of them are catholic. Spain's official language is Spanish although it also has six autonomous communities that have their own official languages, including Catalán (spoken in Cataluña), Gallego (spoken in Spain Galicia) and Valenciano (spoken in Valencia). Its population of ages 15 and over, has a literacy rate of a 97.8 % (2002). Spain's governmental system is a parliamentary monarchy. The Chief of State, and the Head of Government, the President of the country, from April 2004 Mr. José Luis Rodríguez Zapatero, compose the Executive Branch. The leader of the majority party, this time the Socialist party, was proposed by the Monarch and elected by the national assembly. Past President Aznar came from the Popular party, and was elected in 1996 and re-elected on March 2000. His term ended on April 2004 and did not present his candidature for re-election. Spain's next elections will take place in March 2004.

Membership Report Page 3 of 8

The National Assembly (the Legislative Branch) is bicameral and consists of the Senate (259 members, 208 of them directly elected by popular vote and the other 51 appointed by the regional legislatures to serve for a period of 4 years) and the Congress of Deputies (350 members elected by popular vote on block lists by proportional representation to serve for a period of 4 years). The Supreme Court and the other courts of Spain make up the Judiciary Branch. Source of Laws Spain has a civil law system. Its Constitution dates to December 6, 1978 and took effect on December 29, 1978. The suffrage system is universal from the age of 18 years. Economy Spain´s current government advocates the liberalization, privatization and deregulation of the economy and has introduced tax reforms for that purposes. Unemployment has Spain fallen but remains at 11.7%. Its growth at 2.4% last year was Spain satisfactory given the background in the European economy. Key economic indicators GDP $ 649.8 billion GDP average annual growth (2002) 1.8 % GDP per capita annual growth (2002) 1.6 GDP-composition by sector(2001) Agriculture 3.6% Industry 30.2% Services 66.2% Private consumption 58.7% General government consumption 17.3% Imports of goods and services 31.4%

Membership Report Page 4 of 8

Average annual growth (2001) Agriculture -0.3% Industry > 2.4% Services 3.3% Private consumption 2.7% General government consumption 3.1% Gross domestic investment 2.9% Imports of goods and services 3.7% Trade (US$ millions) 2001 Total exports (FOB) 116,663 Food and agricultural raw materials 18,472 Fuels, ores and metals 5,740 Manufactures 90,539 Exports-commodities: machinery, motor vehicles, foodstuffs, other consumer goods Total imports (CIF) 154,655 Food 15,459 Fuel and energy 17,372 Manufactures 113,128 Imports-commodities Machinery and equipment, fuels, chemicals, semi finished goods, foodstuffs, consumer goods (1997) Balance of payments

1982 1992 2001 Exports of goods and services 32.830 99.748 175.336 Imports of goods and services 36.495 117.561 182.578 Resource balance -3.665 -17.803 -7.242

Membership Report Page 5 of 8

Principal industries Textiles and apparel (including footwear), food and beverages, metals and metal manufactures, chemicals, shipbuilding, automobiles, machine tools, tourism. The industrial production growth rate was 1.2% in 2002. Natural resources Coal, lignite, iron, ore, uranium, mercury, pyrites, fluoride, gypsum, zinc, lead, tungsten, cooper, kaolin, potash, hydropower, andarable land. Technology and Infrastructure Spain' s communication and transportation systems are adequate and modern. 56 Internet Services Providers provide services in Spain (2000) and 7.89 million of its inhabitants are Internet users (2002). Foreign Investment Regime Since the late 1950s, foreign investment has been a crucial element in Spain’ s economic modernization. Spain has become very attractive for foreign investors and also as a base for further exports and trade with European Community countries. US, Japanese and European companies have increased their investment in Spain. This tendency has growth based on the adoption by Spain of the European Community's standards for foreign investment in 1986. This reduced the administrative procedures and liberated old restrictions for foreign investment. Nearly one-third of the investment has been in the chemical industry and in the non-fuel mineral-processing sector. Spain foreign investment abroad is also a very important element for Spain' s economic growth. The Netherlands, West Germany, and Portugal are the largest recipients. Spanish investments have also a significant presence in Asia and in the United States, although the most significant ones have been made in Latin America, especially in Mexico, Chile and in Argentina.

Membership Report Page 6 of 8

Spain as member of PRAC Spain, like other members of PRAC such as Brazil, Argentina, Venezuela and Holland, does not border the Pacific. However, is one of the most energetic and leading countries, with a very open and liberalized economy and the highest rate of growth at the EU. Has a very strategic position and during the last 20 years its economy and corporations had internationalizes dramatically. Although Spain continues to be at the top of foreign investment ranking, at present its corporations are aggressively doing business all over the world with special emphasis in Latin America and China. Financial Services, Telecommunications, Utilities, Oil and Gas, Construction, Real Estate, Tourism, are amongst the industries which have much international activity by the Spanish businesses. At the same time, the legal profession is very up-to-date and particularly Madrid and Barcelona have several large and sophisticated Spanish law firms at a very competitive market scheme. It appears that PRAC will benefit from the addition of one of these firms meeting PRAC's profile"

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600 West Broadway Suite 2600 San Diego, CA 92101-3372 619.236.1414 619.232.8311 fax www.luce.com

CARMEL VALLEY /DEL MAR • LOS ANGELES • SAN DIEGO • SAN FRANCISCO

John W. Brooks, Founding Chair International Services Group 1.619.699.2410 jwbrooks@luce.com

April 13, 2004

Mr. Patrick Sherrington Lovells, London And Mr. S. Sivanesan Rodyk & Davdison, Singapore Re: Discussion at Peru PRAC Conference re Member for Los Angeles As I have advised Jorge and Patrick, I will be unable to attend to Peru Conference next month. I have, however, been in the middle of the recent discussions involving what firm, if any, should be selected to represent PRAC in Los Angeles. I am aware that the stated position of the U.S. firms is that Los Angeles should be left an “open city,” as are New York and London. I’m also keenly aware that a number of our PRAC colleagues wish to invite a 32nd member to join PRAC from among the several large multinational practices located there. These are two positions with the potential, if not satisfactorily resolved, both to create an unpleasant split among extraordinarily pleasant members and to catapult PRAC into the ranks of just another referral network. During the PRAC formation period of 1986-1987, I spent countless hours trying to impress on the firms I visited during the selection process that PRAC was not intended to be just another referral network. Instead, I emphasized PRAC was conceived from the outset to be a collegial information and expertise-sharing network in which a limited number of members would come to know and respect each others’ legal capabilities, would, over time, get to know each other well as people, would engage cooperatively in joint projects together, and would share in the company and the benefits of likable, responsible and accountable first rate lawyers throughout the Pacific Region. I believe those goals are worth preserving, and I trust the discussions in Peru over a Los Angeles member will proceed with those values in mind. While I have addressed this letter only to the two of you, you are free to share it with everyone.

Membership Report Page 8 of 8

Environment/Native Rights Page 1 of 1 Peru 2004

ENVIRONMENT/NATIVE RIGHTS

PRACTICE GROUP MEETING

Agenda Peru Conference

Friday, May 21, 2004 9:00 am – 10:00 am

Machu Picchu Pueblo Lodge – Inkaterra Restaurant

CO-CHAIRS: Vincent A. Piekarski – Goodsill Anderson Quinn & Stifel LLP Denis McNamara – Simpson Grierson

Speaker: Armando Arrieta, Muniz Forsyth Ramirez Perez-Taiman & Luna-Victoria

TOPIC: Overview of Peruvian environmental and native communities’ legislation and enforcing agencies and impact on specific cases of problems in the mining and hydrocarbon industries.

As of May, 2004

SUGGESTED SCHEDULE OF PRAC CONFERENCES AS OF May, 2004 *subject to change

DATE

VENUE

Follow on/Repeat SEMINAR

PACIFIC RIM PUBLIC SEMINAR

February 1987 Singapore - Yes June 1987 Los Angeles - Yes February 1988 Honolulu - Yes June 1988 Bangkok - No February 1989 Hong Kong - Yes June 1989 Vancouver - No March 1990 Auckland - Yes

October 1990 Toronto - Yes April 1991 Seoul - No September 1991 Seattle San Francisco Yes April 1992 Sydney - Yes October 1992 San Diego Los Angeles Yes February 1993 Manila Singapore Yes October 1993 San Francisco - Yes April 1994 Hong Kong - Yes September 1994 Mexico City - Yes June 1995 Kuala Lumpur - Yes October 1995 Boston - Yes April 1996 Jakarta - Yes October 1996 Washington, D.C. - Yes May 10-14 1997 Amsterdam - Yes Nov 15-19 1997 Santiago - No May 9-13 1998 Taipei Yes Nov 14-18 1998 Buenos Aires Yes April 24-28 1999 Singapore Yes October 16-20 1999 Sydney Yes March 25-29 2000 South Africa No Oct 28-Nov 1 2000 Tokyo Yes May 5-9 2001 Los Angeles Luncheon Presentation Nov 3 - 7 2001 Rio de Janeiro Trade Acts

May 11-15, 2002 Hong Kong May 16-17 Beijing Yes - both

Oct 5-9 2002 Seattle Luncheon Presentation

April 5-9; 9-11 Auckland Queenstown Yes

Sept 20-24, 2003 Vancouver No

May 15-21 2004 Lima Cusco Machu Picchu No

Oct 30 - Nov 5 2004 New Delhi Yes

April 16-20 2005 Honolulu Yes

Sept 17-232005 Toronto Montreal TBD

April - May 2006 Bangkok

Oct-Nov 2006 San Diego

April - May 2007 Venezuela

Oct - Nov 2007 Seoul

April - May 2008 Amsterdam

Oct - Nov 2008 Boston

April - May 2009 Kuala Lumpur

Oct - Nov 2009 Mexico City

April - May 2010 Washington

Oct - Nov 2010 San Francisco