Vale employee smiling in green landscape. She is wearing a green Vale
uniform, goggles, helmet and ear plugs. Visual wave artifact Vale
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The ESG Portal has changed and soon all the updated information about Governance will be available here.

Our governance 

Vale is a corporation, with diluted shareholder controlling and without shareholders agreement in force since 2020. We have shares (VALE3) listed on the Novo Mercado, segment with the highest level of governance of B3 - Bolsa de Valores de São Paulo, and also on New York Stock Exchange (through American Depositary Receipts - VALE) and on Latibex (XVALO). Our By-laws has evolved in recent years and has governance practices based on international models.  

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Some of our best practices in Governance  

Temos outros instrumentos como o lead independent director, um representante definido pelos membros independentes do colegiado para atuar como alternativa de contato com os acionistas, para entender suas expectativas e percepções em relação à Vale.

Entre nossas principais boas práticas, destacam-se:
Individual election of the Board of Directors 
Chairman and Vice-Chairman of the Board elected by the General Meeting;
Majority of independent directors; 
Separation of roles between Chief Executive Officer and Chairman of the Board; 
Statutory provision of lead independent director
Limit on the number of tenures as an additional criterion for characterizing independence; 
Nomination and Governance Committee nominates a list of candidates for the Board; 
Board of Directors acting focused on the company’s strategy; 
Own criteria for overboarding and recommending a limit on the number of terms on the Board of Directors; 
Comprehensive self-assessment process of the Board of Directors;  
Audit and Risks Committee fully composed of independent members; 
Advisory Committees composed exclusively of members of the Board
Definition and use of Critical Competencies Matrix, which includes ESG experience, for the selection of candidates for the Board and as part of the annual assessment of Board members (learn about the competences matrix here

Our organization chart  

In 2022, our Executive Committee was redesigned according to the Board of Directors approval, aiming to strengthen the strategy for the Vale of the Future. The following  Vice-Presidencies were created: 

- Executive Vice-presidency of Iron Ore Solutions 

- Executive Vice-presidency of Operations 

- Executive Vice-presidency of Projects  

- Executive Vice-presidency Technical, that incorporated the Executive Vice-presidency of Safety and Operational Excellence and received additional attributions.  

In addition to these structural changes, other adjustments to the Executive Committee’s responsibilities were approved and the Vice-presidency of Strategy and Business Transformation was extinct. As a result, our Executive Committee was formed as follows 

Governance for sustainability  

Faced with challenges of a world in constant transformation and the segment in which we operate, which is highly dependent on natural resources, our leaders must be attentive and capable of dealing with a set of issues that go beyond operational and economic-financial aspects. Environmental, social and governance issues (acronym ESG) are material to Vale and are present a tour different decision-making level.  

Our guidelines and strategic plans are deliberated by the Board of Directors, that monitors its application in the company’s areas through reports from the Executives Vice-Presidents and by the monitoring carried out by the Advisory Committees. The company currently has six Advisory Committees, that are technical, consultative, statutory, permanent bodies (except the Innovation Committee, which is non-statutory and non-permanent) and formed exclusively by counsellors, as the Risk and Audit Committee and the Sustainability Committee.  

The Executive Committee’s duties include preparing and submitting guidelines and the strategic plan to the Board of Directors, taking socio-environmental issues into account, and implementing the approved plan. In 2021, The Board of Directors decided to stablish the exclusive Executive Vice-Presidency for Sustainability. The Executive Vice-Presidency of Sustainability is responsible for the implementation of policies and general guidances stablished by the council, and for identifying, addressing and dealing with critical issues that result in risks or business impacts, as well as evaluating sustainability investment proposals.  

Our strategic planning delas with material issues in an integrated approach to the aspects that can influence our generation of value. The Sustainability Policy seeks to prevent and minimize risks and negative impacts and enhance positive impacts, generating social, environmental, and economic value beyond the company’s activities. 

It is important to highlight that 25% of our executive’s long-term variable remuneration is linked to ESG targets and our commitments until 2030 are aligned with our objectives of creating sustainable value and promoting cultural transformation throughout the company towards our ambition of becoming one of the safest and most reliable companies in the mining sector. Since 2020, the Health, Safety, Geotechnics, Reparation and Compliance areas have not had financial and production results indicators on their target dashboard, leaving the executives and employees in these areas fully dedicated to the mission of preventing and mitigating operational risks (read more in Executive Compensation).  

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Get to know our Leadership  

Read more  

Learn about Vale’s approach to Climate

Learn about Vale’s approach to Human Rights