Compensation
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As a global enterprise, Vale’s remuneration policies for senior leadership are aligned with internationally recognized best practices, and include ESG metrics for Executive Committee remuneration.
Under our Bylaws, the overall remuneration of members of the Executive Committee, the Board of Directors, the Oversight Board, and advisory committees is established in Annual General Meetings.
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These proposals align with global market practices and support our short and long-term strategies, optimal shareholder returns, and the sustainability of the business.
Members of the Board of Directors, their advisory committees, and the Oversight Board receive fixed compensation that is benchmarked against peers and international practices to ensure it is competitive and consistent with the competencies required. No bonuses, variable remuneration, or other direct or indirect benefits are paid. Directors are entitled to life and personal injury insurance, as well as travel expenses for meetings.
Executive remuneration is guided by our Directors Policy, which was approved by the Board of Directors in 2024 and has introduced a number of enhancements since 2020. These include a remuneration mix aligned with international practices, with a greater allocation in long-term variable remuneration and malus and clawback rules.
Explanatory note
Malus: implemented in 2019 by Vale, it provides for the possibility of eliminating or reducing, in whole or in part, the variable remuneration already scheduled for payment.
Clawback: adopted since 2021, it provides for the possibility of requesting the Executive Committee member to return the variable remuneration already paid, in whole or in part.
Both rules apply exclusively to the Executive Committee and take into account exceptional facts or events, such as: fraud or illegal conduct; catastrophic events in environmental or health and safety matters; extraordinary events resulting from Vale's actions and with a negative impact on the market value of the shares of more than 15%; failure to approve or republish financial statements by resolution of the Annual General Meeting.
Amounts in Reais (R$) | 2022 Actual | 2023 Actual | 2024 Approved |
---|---|---|---|
Board of Directors
|
11,810,246
|
17,060,529
|
19,813,600
|
Advisory Committees
|
8,197,289
|
4,057,878
|
3,241,600
|
Oversight Board
|
1,633,973
|
1,677,649
|
1,764,468
|
Executive Committee
|
204,991,368
|
168,910,305
|
198,232,179
|
Total
|
226,632,876
|
191,706,361
|
223,051,847
|