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Board of Directors
Vale's Board of Directors is dedicated to the Company's strategic agenda, overseeing, and supporting actions to position Vale as a leader in sustainable mining and a reference in value creation and sharing.
As stated in our Bylaws, the Board consists of 11-13 directors elected at the Annual General Meeting and 1 director elected by Vale employees (including 1 alternate). The Board has a mandatory majority of independent directors, a unified two-year term and a structure prepared for the prudent management of Vale.
The Board meets regularly, at least 8 times a year, and exceptionally when called by its Chairman, or in his absence, by the Vice Chairman, or by 1/3 (one third) of the Directors collectively. Decisions require a quorum representing the majority of members and are taken by majority vote.
The Board of Directors has internal regulations governing its functioning and the relationship between the Board of Directors and other corporate bodies, that can be access here.
The average profile of the Board includes experienced individuals with competencies appropriate to Vale's challenges (see more in the Member Selection Process, below). Gender, racial and cultural diversity contribute to diverse perspectives.
Vale's Archive
Explanatory note
The independence criteria follow the rules of B3's Novo Mercado and additional requirements established by Vale in its Bylaws regarding time limits for maintaining the status of independent director.
To be considered independent, the director may not a) have any other relationship with Vale or be a relevant shareholder; b) have been an employee or officer of the Company in the last three years; c) sell or buy products or services to/from Vale; d) be related, up to the second degree, to a director or officer; e) have been a member of the Fiscal Council in the last three years; f) belong to non-profit organizations that receive significant financial resources from the Company; g) hold, directly or indirectly, more than 5% of the share capital, or have a formal or declared relationship with a shareholder who holds such an interest; and h) have served as a Board member of the Company, whether consecutively or not, for five or more terms or ten years.
Vale's Board of Directors is dedicated to the Company's strategic agenda, overseeing, and supporting actions to position Vale as a leader in sustainable mining and a reference in value creation and sharing.
The Board is composed of 13 effective members, of which 12 are elected at the Annual General Meeting and 1 is elected by Vale employees (including 1 alternate). The Board has a mandatory majority of independent, directors, a unified two-year term and a structure prepared for the prudent management of Vale.
The Board meets regularly, at least 8 times a year, and exceptionally when called by its Chairman, or in his absence, by the Vice Chairman, or by 1/3 (one third) of the Directors collectively. Decisions require a quorum representing the majority of members and are taken by majority vote.
The Board of Directors has internal regulations governing its functioning and the relationship between the Board of Directors and other corporate bodies, that can be access here.
The average profile of the Board includes experienced individuals with competencies appropriate to Vale's challenges (see more in the Member Selection Process, below). Gender, racial and cultural diversity contribute to diverse perspectives.
Activities in 2023:
21 Board meetings, including 2 strategic planning meetings and 2 onboarding meetings;
63 meetings of Advisory committees; and
94% of average attendance rate, with no Board member attending less than 75% of the meetings.
For more information on the Board's main topics, see the 2023 Vale’s Board of Directors Annual Report and our Proxy Statement 2024, section Our Governance.
Vale's Archive
Board member selection
Vale's Archive
Critical Competencies Matrix of Vale’s Board of Directors
Management experience
Relevant executive experience
Experience in the business environment in Asia
Institutional, governmental and regulatory relation
Relationship with shareholders
Functional experience
Risk & Security Management
ESG
Cultural Transformation & Talent Management
Finance & Portfolio with value orientation and accountability for performance
Business innovation
Comercial and Trading
Digital Intelligence & New Technologies
Sector experience
Mining
Steelmaking & Metallurgy
Global Chain Logistics
Management experience |
Functional experience | Sector experience |
---|---|---|
Relevant executive experience |
Risk & Security Management |
Mining
Preferably in the iron ore and base metals. |
Experience in the business environment in Asia
Preferably in Vale’s area of operation, especially in China. |
Cultural Transformation & Talent Management
Including remuneration and alignment of interests between management and stakeholders. Finance & Portfolio with value orientation and accountability for performance In the areas of corporate finance, capital allocation and asset portfolio management in large companies. |
Steelmaking & Metallurgy
Including their value-creation drivers. |
Institutional, governmental and regulatory relations |
Business innovation |
Global Chain Logistics
Including management and optimization of global supply chains. |
Relationship with shareholders |
Digital Intelligence & New Technologies
Mindset for creating value through new technologies and digital intelligence |
-
|
Explanatory note
The board member representing Vale's employees does not undergo this type of competency assessment because of the different election process. He is elected by all employees.
Annual evaluation of the Board
At the end of 2023, the Board of Directors and its Advisory Committees had their performance assessment process started, with completion expected for the first few months of 2024. The results will point out improvement priorities and underpin action plans to enhance their work.
Vale's Archive
Advisory Committees
Vale's Archive
Vale's Board Members and Advisory Committees
Capital Allocation and Project
Report
Daniel André Stieler (Chairman)
(Vice Chairman)
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
M
Heloísa Belotti Bedicks
-
João Luiz Fukunaga
Luis Henrique Cals de Beauclair Guimarães
CM
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
-
Paulo Hartung
-
Rachel de Oliveira Maia
-
Reinaldo Duarte Castanheira Filho
M
Shunji Komai
Vera Marie Inkster – Marie
-
% independent
60,0%
Participation rate
97,3%
Audit and Risks
Report
Daniel André Stieler (Chairman)
-
Marcelo Gasparino da Silva
(Vice Chairman)
-
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
-
Heloísa Belotti Bedicks
M
João Luiz Fukunaga
-
Luis Henrique Cals de Beauclair Guimarães
-
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
-
Paulo Hartung
-
Rachel de Oliveira Maia
M
Reinaldo Duarte Castanheira Filho
M
Shunji Komai
-
Vera Marie Inkster – Marie
CM
% independent
100%
Participation rate
99,8%
Nomination and Governance
Report
Daniel André Stieler (Chairman)
CM
Marcelo Gasparino da Silva
(Vice Chairman)
M
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
-
Heloísa Belotti Bedicks
-
João Luiz Fukunaga
-
Luis Henrique Cals de Beauclair Guimarães
-
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
-
Paulo Hartung
-
Rachel de Oliveira Maia
-
Reinaldo Duarte Castanheira Filho
-
Shunji Komai
-
Vera Marie Inkster – Marie
M
% independent
66,7%
Participation rate
100%
People and Compensation
Report
Daniel André Stieler (Chairman)
-
Marcelo Gasparino da Silva
(Vice Chairman)
-
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
-
Heloísa Belotti Bedicks
-
João Luiz Fukunaga
CM
Luis Henrique Cals de Beauclair Guimarães
M
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
M
Paulo Hartung
-
Rachel de Oliveira Maia
-
Reinaldo Duarte Castanheira Filho
-
Shunji Komai
M
Vera Marie Inkster – Marie
-
% independent
50%
Participation rate
93,8%
Sustainability
Report
Daniel André Stieler (Chairman)
-
Marcelo Gasparino da Silva
(Vice Chairman)
-
André Viana Madeira
M
Douglas James Upton
-
Fernando Jorge Buso Gomes
-
Heloísa Belotti Bedicks
M
João Luiz Fukunaga
M
Luis Henrique Cals de Beauclair Guimarães
-
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
-
Paulo Hartung
M
Rachel de Oliveira Maia
CM
Reinaldo Duarte Castanheira Filho
-
Shunji Komai
-
Vera Marie Inkster – Marie
-
% independent
50%
Participation rate
91,0%
Innovation¹
Report
Daniel André Stieler (Chairman)
-
Marcelo Gasparino da Silva
(Vice Chairman)
-
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
M
Heloísa Belotti Bedicks
-
João Luiz Fukunaga
-
Luis Henrique Cals de Beauclair Guimarães
-
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
-
Paulo Hartung
M
Rachel de Oliveira Maia
-
Reinaldo Duarte Castanheira Filho
-
Shunji Komai
M
Vera Marie Inkster – Marie
-
% independent
40%
Participation rate
95%
Other boards
1
Marcelo Gasparino da Silva
(Vice Chairman)
2
André Viana Madeira
-
Douglas James Upton
-
Fernando Jorge Buso Gomes
1
Heloísa Belotti Bedicks
-
João Luiz Fukunaga
-
Luis Henrique Cals de Beauclair Guimarães
2
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director
1
Paulo Hartung
-
Rachel de Oliveira Maia
2
Reinaldo Duarte Castanheira Filho
-
Shunji Komai
-
Vera Marie Inkster – Marie
1
% independent
-
Participation rate
-
Capital Allocation and Project | Audit and Risks | Nomination and Governance | People and Compensation | Sustainability |
|
---|---|---|---|---|---|
Daniel André Stieler (Chairman)
|
M
|
-
|
CM
|
-
|
-
|
Marcelo Gasparino da Silva
(Vice Chairman) |
-
|
-
|
M
|
M
|
-
|
André Viana Madeira
|
-
|
-
|
-
|
-
|
M
|
Douglas James Upton
|
M
|
-
|
-
|
-
|
-
|
Fernando Jorge Buso Gomes
|
M
|
-
|
-
|
-
|
-
|
Heloísa Belotti Bedicks |
-
|
M
|
-
|
-
|
M
|
João Luiz Fukunaga
|
-
|
-
|
-
|
CM
|
M
|
Luis Henrique Cals de Beauclair Guimarães
|
CM
|
-
|
-
|
M
|
-
|
Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director |
-
|
CM
|
-
|
-
|
-
|
Paulo Hartung
|
-
|
-
|
-
|
-
|
M
|
Rachel de Oliveira Maia
|
-
|
-
|
M
|
-
|
CM
|
Reinaldo Duarte Castanheira Filho |
M
|
M
|
-
|
-
|
-
|
Shunji Komai
|
M
|
-
|
-
|
M
|
-
|
50,0%
|
100%
|
66,7%
|
50%
|
50%
|
|
97%
|
100%
|
100%
|
95%
|
98%
|
|
Subtitle: M – member; CM – coordinate member of the Advisory committee.
Fiscal Council
The Fiscal Council is a permanent and independent supervisory body, separate from the Executive Committee and the Board of Directors, as required by Brazilian law. This body, guided by the principles of transparency, fairness and accountability, aims to contribute to the optimal performance of the organization.
The Fiscal Council, composed of 3 to 5 members, is responsible, in particular, for monitoring compliance and the fulfillment of statutory and legal obligations. It gives its opinion on the management report and the proposals of the relevant administrative bodies regarding changes in the share capital, the issuance of bonds or subscription bonuses, investment plans or budgets.
To find out more, access the Corporate Charter of the Fiscal Council.
Vale's Archive
Composition
Member
Alternate
Member
Alternate
Member
Alternate
Member
Alternate
Guilherme José de Vasconcelos Cerqueira |
Member
Alternate
Members | Alternate |
---|---|
Dario Carnevalli Durigan
|
Rafael Rezende Brigolini
|
Vacant
|
Adriana Andrade Solé
|
Márcio de Souza
|
Ana Maria Loureiro Recart
|
Paulo Clovis Ayres Filho
|
Guilherme José de Vasconcelos Cerqueira
|
Raphael Manhães Martins
|
Jandaraci Ferreira de Araújo
|
Executive Committee
Executive Committee
The Board of Directors elects the President and Executive Vice Presidents for a three-year term, with the power to remove them at any time. According to Brazilian law, they may be resident or domiciled abroad, subject to the appointment of a representative resident in the country. They meet fortnightly, with the possibility of convening extraordinary meetings at the initiative of any of its members.
The Executive Committee is supported by five risk management advisory committees, which are:
1) operational risks;
2) geotechnical risks;
3) strategic, financial, and cyber risks;
4) compliance, institutional relations, and communication risks; and
5) sustainability risks.
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