Boards, committees and councils

Boards, committees and councils

Boards, committees and councils

Executive Board

The executive directors are the company’s legal representatives and are responsible for day-to-day operations and the implementation of the general policies and guidelines set forth by the Board of Directors. Vale by-laws provide for a minimum of six and a maximum of nine executive directors.

The Board of Directors appoints executive directors for two-year terms and may remove them at any time. According to Brazilian Corporate Law, executive directors must be resident in Brazil. The executive directors hold regular scheduled meetings on a bi-weekly basis and hold additional meetings when called for by any executive director.

Meet the members of our Executive Board

Understand how we operate

Board of
Directors
Executive Board
Fiscal Council
Committees

Our Board of Directors sets general guidelines and policies for the Company’s business and monitors the implementation of those guidelines and policies by the Company's executive officers. Meet the members of our Board of Directors.

The Executive Officers are the company’s legal representatives and are responsible for day-to-day operations and the implementation of the general policies and guidelines set forth by the Board of Directors. The CEO acts as the interface between the .Executive Board and the Board of Directors.

Under Brazilian Corporate Law, Vale may appoint a Fiscal Council as a corporate body independent of the Company’s management and external auditors. The primary responsibility of the Fiscal Council is to review management’s activities and the financial statements, and report its findings to the shareholders.

Vale has established a permanent Fiscal Council, which may have from three to five members. Holders of preferred class A shares, including the golden shares, may elect one member of the Fiscal Council and the respective substitute.

Non-controlling holders of common shares comprising at least 10% of the outstanding common shares may also elect one member of the Fiscal Council and the respective substitute. The terms of the members of the Fiscal Council expire at the next annual shareholders’ meeting following their election.

Vale’s Fiscal Council also carries out the role of the Audit Committee, as determined by the Sarbanes-Oxley Act and established by the Securities and Exchange Commission (SEC).

The table below lists the current members of the Fiscal Council.

Members

  • Marcelo Amaral Moraes (President)
  • Marcus Vinícius Dias Severini
  • Eduardo Cesar Pasa
  • Raphael Manhães Martins
  • Robert Juenemann

Substitute

  • Vacant
  • Vacant
  • Sergio Mamede Rosa do Nascimento
  • Bernardo Zito Porto
  • Gaspar Carreira Júnior

Vale by-laws establish five technical and advisory committees to support the Board of Directors, as follows: Executive Development, Strategy, Finance, Accounting, and Governance and Sustainability. Some committee members are not members of the Board of Directors.

The Executive Development Committee is responsible for:

I - issuing reports on the general human resources policies of the Company submitted by the Executive Board to the Board of Directors;
II - analyzing and issuing reports to the Board of Directors regarding the proposed distribution of the annual, global budget for the remuneration of the administrators and the fitness of the remuneration model for members of the Executive Board;
III - submitting and ensuring an up-to-date performance evaluation methodology for the members of the Executive Board; and
IV - aiding the Board of Directors with the definition of goals for the performance evaluation of the Executive Officers; and
V - follow-up of the development of the succession plan for the Executive Officers.

The members of the Executive Development Committee are:

Oscar Augusto de Camargo Filho (Coordinator)
Gueitiro Matsuo Genso
Marcel Juviniano Barros
Fernando Jorge Buso Gomes
Ana Silvia Matte

The Strategic Committee is responsible for:

I - recommending the strategic guidelines and the strategic plan submitted annually by the Executive Board;
II - recommending investment and/or divestiture opportunities; and
III - recommending operations relating to mergers, split-offs or incorporations in which the Company and its controlled subsidiaries are a party.

The members of the Strategic Committee are:

Oscar Augusto de Camargo Filho (Coordinator)
Fabio Schvartsman (CEO of Vale, as permanent member)
Gueitiro Matsuo Genso (as permanent member)
Fernando Jorge Buso Gomes

The Finance Committee is responsible for:

I - evaluating the corporate risks and financial policies and the internal financial control systems of the Company;
II - evaluating the compatibility between the remuneration level of shareholders and the parameters established in the annual budget and financial scheduling, as well as its consistency with the general policy on dividends and the capital structure of the company;
III - evaluating Vale's annual budget and annual investment plan;
IV - evaluating the annual funding plan and the risk exposure limits of the;
V - evaluating the Company's risk management process; and
VI - following-up on the financial execution of capital expenditure projects and ongoing budget.

The members of the Finance Committee are:

Eduardo Refinetti Guardia (Coordinator)
Gilmar Dalilo Cezar Wanderley
Fernando Jorge Buso Gomes
Eduardo de Oliveira Rodrigues Filho
Eduardo de Salles Bartolomeo

The Accounting Committee is responsible for:

I - issuing reports on the Company's policies and the annual auditing plan submitted by the employee responsible for internal auditing, and on its execution;
II - tracking the results of the Company's internal auditing, and identifying, prioritizing, and submitting actions, to be monitored by the Executive Board, to the Board of Directors;
III - evaluating the procedures and results of the internal audit, with respect to best practices, as and when requested by the Board of Directors; and
IV - assisting the Board of Directors, if requested by them, in the process of appointing, and evaluating the annual performance of, the person responsible for the internal auditing of the Company.

The members of the Accounting Committee are:

Moacir Nachbar Junior (Coordinator)
Oswaldo Mário Pêgo de Amorim Azevedo
Arthur Prado Silva
Jorge Roberto Manoel

The Governance and Sustainability Committee is responsible for:

I - evaluating the efficiency of the company's governance practices and the workings of the Board of Directors, and submitting improvements;
II - submitting improvements to the Code of Ethics and Conduct and to the management system in order to avoid conflicts of interest between the Company and its shareholders or Company administrators;
III - evaluating related party transactions submitted for resolution by the Board of Directors, as well as issuing reports on potential conflicts of interest involving related parties;
IV - evaluating proposals for modifying those Policies which are not attributed to other committees, the Bylaws and the Internal Regimes of Vale’s Assessment Committees;
V - analyzing and proposing improvements to the Company’s Sustainability Report;
VI - evaluating Vale’s performance regarding sustainability aspects and proposing improvements based on a long-term strategic vision;
VII - assisting the Board of Directors, if requested by them, in the process of appointing, and evaluating the annual performance of, the person responsible for the Company’s internal ombudsman function;
VIII - assisting the Board of Directors, if requested by them, in the process of evaluating the Company’s internal ombudsman when dealing with matters involving the Ombudsman channel and violations of the Code of Ethics and Conduct.

The members of the Governance and Sustainability Committee are:

Fernando Jorge Buso Gomes (Coordinator)
Eduardo de Oliveira Rodrigues Filho
Dan Antonio Marinho Conrado
Denise Pauli Pavarina
Clarissa Lins

Download call notices, minutes of Executive Board, Council and Committees meetings, as well as other corporate documents.

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