Policies

Policies

Policies

The fundamental principles that guide Vale's and its subsidiaries' actions are found in our Code of Ethics and Conduct. These principles must be followed by everyone who acts on behalf of the company: the Executive Board and employees, interns, contractors and partners

Find out about our Code of Ethics and Conduct
Find out about our Sustainability Global Policy

Based on the Code of Ethics and Conduct, our policies are established by the Board of Directors of Vale. Find out more about important policies for investors:

Information Disclosure
Dividend
Securities Trading
Related Party Transactions
1. Principles and scope

1.1. The Disclosure Policy regulates the disclosure of material information of Vale S.A. (Vale) and its subsidiaries and is based upon the following basic principles:

(c) Compliance with the specific laws and regulations of Brazil, the United States of America and France , the regulations of the Comissão de Valores Mobiliários (CVM), of Brazil, the Securities and Exchange Commission (SEC), of the United States of America, and the Autorité des Marchés Financiers (AMF), of France, henceforth referred as “regulatory agencies”, and the regulations of the stock exchanges in which Vale’s securities are listed and traded.

1.2. Vale shall make public strategic, administrative, technical, business, financial or economic information capable of affecting the prices of its securities and/or influencing investors' decisions to hold, buy or sell its securities or to exercise any shareholder rights (Material Information), in accordance with the applicable rules enacted by the regulatory agencies and the Stock Exchange Commissions above mentioned.

1.3. The Disclosure Policy establishes mandatory guidelines that shall be observed by Vale’s controlling shareholder, members of the Board of Directors, Fiscal Council and Advisory Committees, Executive Officers, management of Vale, management of its subsidiaries and by any other person who, due to his or her job, function or title at Vale and/or its subsidiaries, has knowledge of Material Information about Vale.

1.4. The persons identified in item 1.3 above shall be hereinafter referred to, collectively or individually, as Affected Persons.

1.5. The Affected Persons shall execute the respective Term of Acceptance, that will be kept in file in Vale’s headquarters insofar its signatory maintains its relationship with Vale, and, for five years, at least, after the discharge of his or her professional duty.

1.6. Publicly traded companies that are controlled by Vale shall adopt this Policy, with such adjustments as may be required to reflect local law and regulations applicable to such companies and the markets in which their securities trade.

2. Internal procedures for the disclosure of information

2.1. Vale’s Chief Financial and Investor Relations Officer (CFO) has the primary responsibility for the disclosure of Material Information. Vale’s controlling shareholders, members of the board of directors, fiscal council and advisory committees, and executive officers shall report any material act or fact they become aware of to the CFO, who will provide for its prompt disclosure.

2.2. Without prejudice to item 2.1, Vale has created a Disclosure Committee in order to assure compliance with the Disclosure Policy, as well as with the laws and regulations applicable to Vale. The duties of the Disclosure Committee include:

(a) Verifying the existence of any Material Information to be publicly disclosed and assuring its full, prompt and simultaneous global dissemination, particularly in all markets where Vale’s securities are traded;
(b) Overseeing and approving any notices to global capital markets of any Material Information, as well as checking the need for potential corrections and revisions;
(c) Discussing any potential postponement of disclosure of Material Information in cases where prompt disclosure would adversely affect the interests of Vale;
(d) Monitoring developments or changes in the businesses of Vale or its subsidiaries in order to determine the need for disclosure of Material Information; and
(e) Assessing market rumors and/or speculations about Vale and reviewing the necessity of issuing a response or other communication to global capital markets.

2.3. The Disclosure Committee is presided over by Vale’s Chief Executive Officer (CEO) and is comprised of the following members: the CFO, the General Counsel, the Officer of the Department of Investor Relations and Global Controller’s Officer.

2.4. Any Affected Person aware of any Material Information shall report such information immediately to the CFO and/or the Officer of the Department of Investor Relations. Only the members of the Disclosure Committee, the individuals expressly authorized by the Disclosure Committee in a specific case and the members of the Department of Investor Relations shall be authorized to disclose Material Information.

2.5. The Department of Investor Relations has primary responsibility for the preparation of communications to the capital markets, which shall be necessarily reviewed and approved by at least 2 (two) members of the Disclosure Committee, by the business area involved and, if necessary, by the Global Controller Department and/or the General Counsel. In particular, whenever such disclosure involves:

(a) shareholders’ agreement;
(b) listing and delisting of securities issued by Vale;
(c) acquisition, merger, consolidation, spin-off or split of entities;
(d) stock option plans or matching program;
(e) amendment of Vale’s By-Laws or appointment/dismissal of senior management;
(f) buy back of securities;
(g) law suit or administrative proceeding;
(h) public offering of securities issued by Vale;
(i) exceptional circumstances related to commercial agreements; the draft of the related Material Information shall be presented for the revision and approval of the General Counsel prior to its disclosure.

2.6. All public communications to be made by Vale’s subsidiaries, including press releases and financial reports, shall be reviewed and approved by the Investor Relations Officer prior to its disclosure.

2.7. Any authorization for the use of the name of Vale and/or any of its subsidiaries in public communications by any person that is a party to a transaction and/or partner with Vale and/or its subsidiaries shall be given to such person by the Disclosure Committee, through the Department of Investor Relations.

2.8. At meetings or audio/video conferences with capital markets participants, Vale may be represented by its CEO, CFO, any other Executive Officer, a member of the Department of Investor Relations, and any other person authorized by the CEO or the CFO.

2.9. Material information shall be disclosed to the capital markets simultaneously according to item 2.10. All relevant non-public information that is disclosed, whether intentionally or unintentionally to analysts, investors, journalists or to any other person who is not (i) a member of Vale’s Board of Directors, Fiscal Council or Advisory Committees; (ii) an Executive Officer or (ii) an employee of Vale or its subsidiaries with direct involvement in the matter in question, shall be immediately disclosed to the general public in accordance with the applicable rules and regulations.

2.10. Disclosure of Material Information shall be made before the opening or after the closing of the trading sessions of the stock exchanges in which the securities of Vale are traded. In the event such disclosure must be carried out during the trading session, the CFO shall seek authorization from the stock exchanges or other appropriate regulatory body prior to the disclosure of such information or, where necessary, apply for a suspension of trading in the securities of Vale on any relevant stock exchange pending disclosure.

2.11. Until the applicable time of public disclosure, access to Material Information shall be limited to professionals at Vale who are directly involved with the matter in question. These professionals must properly safeguard and keep confidential such information until its public disclosure and ensure that employees and other parties that provide services to Vale pursuant to confidentiality agreements undertake the same measures. Such professionals shall share responsibility in the event of noncompliance by such associates and other persons. Also, such professionals are subject to confidentiality agreement entered into with Vale.

2.12. In exceptional circumstances, disclosure of Material Information may be delayed when Vale’s controlling shareholder, Directors or Executive Officers believe that disclosure would adversely affect Vale’s legitimate interests. In such event, access to the information not disclosed must be limited to the persons who have a reasonable need to be aware of such information.

2.13. In exceptional circumstances, Vale may report to its primary regulator, CVM, its decision to maintain certain Material Information confidential due to the adverse impact disclosure would have on Vale’s legitimate interests.

2.14. Market rumors and/or speculation about potentially Material Information about Vale and/or its subsidiaries shall be reported to the Disclosure Committee. Should Material Information leak or an atypical oscillation of the securities’ quotation, price or traded quantity occurs, the CFO shall immediately disclose such information to the public.

3. Disclosure offorecasts

3.1. Neither Vale nor its subsidiaries shall disclose any quantitative estimates and/or forecasts of its future financial performance.

3.2. Vale, by decision of the Disclosure Committee, may disclose forecasts relating to the condition of any market in which it operates, clearly presenting the premises supporting such forecasts, and accompanied by the following disclaimer:

"This press release may include statements that present Vale's expectations about future events or results. All statements, when based upon expectations about the future and not on historical facts, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada;
(b) the global economy;
(c) the capital markets;
(d) the mining and metals prices and their dependence on global industrial production, which is cyclical by nature; and
(e) global competition in the markets in which Vale operates. To obtain further information on factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM)and the French Autorité des Marchés Financiers (AMF), and in particular the factors discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F.

4. Forms and channels for the disclosure of information

4.1. In cases of material acts or facts, Vale shall arrange for the disclosure of Material Information in Brazilian newspapers with broad circulation as normally used by Vale. Pursuant to the applicable laws and regulations issued by the regulatory agencies and stock exchanges in which Vale securities are traded to assure prompt and simultaneous global disclosure, Vale shall disclose information to capital markets through the channels described below.

4.2. Material Information shall be circulated simultaneously and globally, by electronic means and through the use of wire services, in the Portuguese, English and Chinese languages, and filed promptly with the regulatory agencies and the stock exchanges in which Vale's securities are listed and traded in the manner required by their rules (and posted on the websites of such regulatory agencies and/or stock exchanges), custodian agents, the depository agents of Vale’s American Depositary Receipts (ADRs), capital markets participants, and news agencies. All press releases will also be posted in the investor relations page on Vale’s website as mentioned in item 4.5 below.

4.3. Conference calls and webcasts shall be conducted every three months for the disclosure of results and extraordinarily, as necessary. Prior notice of such events shall be previously announced to capital markets, indicating the date, time and telephone numbers for connection. These conference calls and webcasts shall be recorded and made available on Vale’s website (www.vale.com/EN/investors), for 90 (ninety) days following the event.

4.4. At the discretion of Vale’s senior management, public meetings with capital markets participants shall be held with simultaneous transmission via web cast. Vale shall publicly announce, prior to any such meeting, the date, time and place of such event. No unpublished price-sensitive information shall be released during such meetings.

4.5. Vale’s website, www.vale.com/EN/investors, in its Portuguese, English and Chinese versions, is an important channel for the public distribution of information. Press releases, presentations, data on operational and financial performance, corporate events, dividend payments and issuance of debt securities, annual reports, quarterly and annual financial statements and documents filed with or required to be publicly disclosed by the regulatory agencies and the stock exchanges in which Vale’s securities are listed and traded, prices of Vale’s shares and depositary receipts, and answers to the most frequently asked questions shall be regularly posted on Vale’s website, www.vale.com/EN/investors. Vale shall take affirmative steps to advise capital markets participants about the availability of such information on its website.

4.6. At the discretion of Vale’s management, Vale shall actively participate in investor conferences, roadshows and meetings around the world, as well as shall promote visits to its operations and investor events, whether or not in connection with the issuance of securities.

5. Disclosure of information on administrators and related people's negotiations

5.1. Any direct or indirect controlling shareholder, and any shareholder that has appointed a member to the Board of Directors or of the Fiscal Council, and any person, either an individual or a legal entity, or group of persons acting jointly, which, directly or indirectly, acquires or sells a relevant interest equivalent to an increase or decrease of 5% (five percent) or more of a kind or class of shares of Vale’s capital share, in accordance with article 12 of CVM Instruction 358, shall immediately submit to Vale a communication including the following information:

(a) Name and qualification of the acquiring party, including the number of the respective enrollment at the Brazilian Taxpayer Registry, when applicable;
(b) Purpose of the acquisition and the total quantity targeted, including, as the case may be, a declaration of the acquiring party that such acquisitions are not aimed at a change of control or a change in the administrative structure of Vale;
(c) Number of shares, convertible debentures, subscription bonus, as well as any securities or convertibles subscription rights or purchase options, per kind and class, already held, directly or indirectly, by the acquiring party or person related to such acquiring party;
(d) Number of convertible debentures already held, directly or indirectly, by the acquiring party or person related to such acquiring party, including the number of shares in connection with any possible conversion, per kind and class; and
(e) Indication of any agreement or contract governing the right to vote, purchase or sell such securities issued by Vale.

5.2. The reporting obligations mentioned above shall always consider the aggregate transactions, including those carried out indirectly through third parties, such as:

(i) companies in which such investor has a direct or indirect control;
(ii) trustees;
(iii) private exclusive investment funds; and
(iv) investment funds in which the trading decisions of the investment fund manager are influenced by such investor.

5.3. The CFO shall immediately report to the applicable regulatory bodies and stock exchanges, the information received in accordance with item 5.1 above, and shall ensure that any necessary update of the CVM Annual Report (Formulário de Referência) form is made within 7 (seven) business days.

1. The remuneration to shareholders will be at the discretion of the Board of Directors which will decide on the amount to be distributed based on the Company's balance sheet and business outlook, taking into consideration, among other factors, the Company’s debt levels and cash flow projections.

2. The proposed remuneration to shareholders will be reviewed and paid (if applicable), in two moments in separate instalments. The first instalment will be analysed and, if applicable, paid in October of each year, and the second (complementary) instalment will be analysed and, if applicable, paid by the end of April of the following year. The amount of the first instalment will be defined based on the Company’s accumulated results for the period and the estimated free cash flow for the remainder of the year. The amount of the second instalment will be determined after the results for the fiscal year are known.

3. The proposal for the first instalment of the remuneration to shareholders shall be submitted by the Executive Board to the Board of Directors for consideration in October of each year and shall be announced to the market as soon as approved. The second instalment of the remuneration will be reflected in the allocation of net income proposed for the preceding fiscal year, to be submitted by the Executive Board to the Board of Directors within the first three months of the subsequent year. The amount for the second instalment will be announced to the market after its approval by the Board of Directors, and its payment will be subject to approval at the Annual General Meeting.

4. The value of the first instalment of the remuneration to shareholders will be expressed in US dollars and payment will be made in the form of dividends and / or interest on shareholders equity. The payment will be in Brazilian Reais and the conversion of the proposed amount in US dollars to Reais will be based on the exchange rate of the US dollar (Ptax-Option 5) published by the Central Bank of Brazil (BCB) on the business day prior to the meeting of Vale´s Board of Directors which deliberated on the payment of the remuneration to shareholders. The amount of the second instalment will be expressed and paid in Reais, with payment being made in the form of dividends and / or interest on shareholders equity. The equivalent amount in US dollars will be calculated based on the exchange rate for the US dollar (Ptax-Option 5) published by the Central Bank of Brazil (BCB), the day prior to payment.

5. During the year, the Executive Board may propose to the Board of Directors, based on analysis of the Company's cash flows and the availability of profits or reserves of profits, distribution to shareholders of remuneration that is additional to the amounts paid in October or April.

Vale S.A. (Vale) believes it is praiseworthy to have its employees, directors and officers holding interest within Vale. The decision to invest one’s savings over the long term in the securities issued by Vale, including stock and their derivatives, and/or debt securities, reflects commitment to and confidence in Vale’s future. However, speculation in Vale-issued securities by its employees, officers and directors produces the opposite effect. The use of privileged information in the course of speculation in the Vale’s securities, or for any other purpose, is illegal and detrimental to Vale and its shareholders, directors and officers and employees.

1. Scope and purpose

1.1. The purpose of Vale’s Securities Trading Policy (“Trading Policy”), developed in accordance with Instruction No. 358/02 issued by the Brazilian Securities and Exchange Commission (CVM) and Vale’s Code of Ethical Conduct, is to promote the responsible trading of the securities issued by Vale, or related to them, eliminating any presumption of the inappropriate use of information relating to a Material Event or Fact (Ato ou Fato Relevante) about Vale (“Privileged Information”). An Ato or Fato Relevante is an event or a fact that may significantly influence: (i) the market price of securities issued or guaranteed by Vale or (ii) the decisions of investors to purchase, sell or retain such said securities, or to exercise any rights they may have regarding such securities.

1.2. This Trading Policy also aims to promote compliance with the laws and regulations of the United States of America, where Vale’s shares are traded in stock markets in form of ADRs, which prohibit insider trading/dealing (the use of privileged information for private benefit), included herein the use of tipping (furnishing of privileged information to third parties for their own benefit).

1.2.1. For purposes of the laws and rules of United States of America, a person engages into practices of (i) insider trading if he purchases or sells securities holding relevant information not publicly disclosed (material non-public information) that has been obtained or used in breach of one’s duty of trust and confidence, and (ii) tipping, by providing such information to a third party who uses it to commit insider trading.

1.3. The Trading Policy applies to: Vale itself; its controlling shareholder, Valepar S.A. (Valepar); the representatives of the shareholders of Valepar S.A.; the members of the Board of Directors of Valepar S.A.; the members of the Board of Directors of Vale; the members of the Fiscal Council of Vale; the members of the Advisory Committees of the Board of Directors of Vale; the executive officers, global officers, departmental officers, general managers, executive coordinator, coordinator, managers, and other employees who are privy to privileged information as a result of their position or function in Vale or its controlled companies.

1.4. Publicly traded companies that are controlled by Vale shall adopt this Trading Policy and apply, where applicable, the prohibitions and other restrictions established herein.

1.5. All persons included in item 1.3 above shall be referred to, whether jointly or individually, as Affected Persons.

1.6. The prohibitions contained in this Trading Policy comprehend any acquisition, divestiture or transfer of securities issued or guaranteed by Vale.

1.7. The rules established in this Trading Policy shall also apply in all cases in which Affected Persons engage in trading for their direct and/or indirect benefit through the use, for example, of:

(a) companies in which they have direct or indirect control;
(b) third parties with whom the Affected Persons enter into a management agreement (Contrato de Gestão), trust agreement (Fideicomisso) or asset management agreement (Contrato de Administração de Carteira de Investimentos em Ativos Financeiros);
(c ) attorneys-in-fact or agents; or
(d) spouses from whom the Affected Persons are not legally separated (separados judicialmente); unmarried partners (companheiros), minor child and any dependents declared in an annual income tax return).

1.8. The restrictions listed in item 1.7 above do not apply to trading carried out through investment funds in which the Affected Persons are shareholders, provided that:

(a) the investment funds are open, non-exclusive funds; and
(b) the trading decisions of the investment fund manager are not influenced by the fund’s shareholders.

1.9. The Affected Persons shall also ensure, as far as possible, whenever prevented form trading, that natural persons or corporate entities mentioned in item 1.7, also abstain to do so.

1.10 The present Trading Policy also applies to any director or officer that may, by any chance, be discharged of duty before the public disclosure of a business or fact started within their term of office, and shall extend for the term of six months after its disengagement.

2. Third-party information

2.1. Affected Persons shall also be prohibited from trading securities issued by Vale if they are aware of the existence of material non-public information related to any other company that may affect the price of such securities as indicated in item 1 above, including subsidiaries, competitors, suppliers and customers of Vale.

3. Blackout period

3.1. In addition to the prohibitions on trading set forth in CVM Instruction No. 358, the Affected Persons shall not engage in the trading of securities issued by Vale and the publicly traded companies it controls:

  • During the period that extends from fifteen (15) days prior to 2 (two) days after the disclosure or publication of the quarterly and annual financial statements of Vale;
  • During the period between and including the decisions of the shareholders of Valepar (i) to modify Vale’s share capital through stock issuances; (ii) to approve a Vale share acquisition or divestment program by the company itself; and (iii) to approve dividends or interest on the company’s capital stock, stock approve, stock derivatives, or share splits; and the publication of relevant public notices (editais) and/or other press releases;
  • During any other period designated by the Company’s Executive Officer for Investor Relations, upon prior authorization by the Chairman of Vale’s Board of Directors, as requested by the Chief Executive Officer.
4. Trading authorization

4.1. Affected Persons may trade securities issued by Vale, subject to the blackout periods cited in item 3.1 above, with the objective of long-term investment, provided that this policy recommends that such securities be held for a minimum period of 6 (six) months.

5. Disclosure of information of officer's businesses

5.1 The members of the Board of Directors, their Advisory Committees, the Executive Officers, and the members of the Fiscal Council of Vale, shall report, in writing, pursuant to article 11 of the CVM Instruction No. 358/02, to the Executive Officer for Investors Relations and, though him, to the CVM and to the stock markets where Vale’s securities are listed and traded:

(a) the number of securities issued by Vale or its controlled or controlling companies which are public, that they eventually hold, as well as the number held by their spouses, except if legally separated or separated in fact, unmarried partners, any dependents declared in an annual income tax return, and by companies directly or indirectly controlled by them;
(b) any change in the trading position referred to above.

5.2 The report provided for in item 5.1 above shall be made (i) on the first business day after its investiture; (ii) within the term of five (5) days after the closing of each trade, and shall contain, at least, the following information:

(a) name and personal qualification of the reporting person, indicating his registration number before the General Taxpayer’s Registry (CPF), if domiciled in Brazil;
(b) number, by kind and class, in case of shares, and other characteristics, in case of other securities, besides the identification of the issuer and the balance of the trading position held before and after the trade;
(c) form, price and date of the transactions;

5.3 The Executive Officer for Investors Relations, in turn, shall report to CVM and the stock markets the information obtained, individually and in the aggregate, as the case may be, within ten (10) days after the end of the month in which the changes in the trading position may be verified, or after the date of investiture in office.

5.4 The Affected Persons above, shall execute the respective Term of Acceptance (Termo de Adesão), pursuant to article 16 of the CVM Instruction No. 358/02, in accordance to the template contained in Exhibit 1 of this Trading Policy, that will be kept in file in Vale’s headquarters insofar its signatory maintains its bond with Vale, and, for five years, at least, after the discharge of his or her professional duty.

6. Miscellaneous

6.1. Any uncertainties relating to that provided by this Trading Policy, or the application of any provisions hereof, shall be directly addressed to the Vale’s General Counsel, who shall provide appropriate clarification or guidance.

6.2. Any violation of this Trading Policy shall be considered a violation Vale’s Code of Ethical Conduct and shall be subject to the procedures and penalties established therein, subjecting the violator to punishments provided by law, in addition to being held responsible for damages caused to the Vale and third parties.

6.3. The unauthorized disclosure of material non-public information about Vale is detrimental to the Company and is strictly prohibited.

6.4. This Trading Policy has been approved by Vale’s Board of Directors, the only authorized corporate body which may approve any proposal to amend or revise it.

Exhibit I - Term of acceptance

Hereby, Mr. [Name], [Qualification], resident and domiciled at [Address], in the City of [City], State of [State], [Country], registered before the General Taxpayer’s Registry (CPF) under No. [CPF], and bear of the ID No., issued by [Issuing Entity], hereafter referred to as the “Declaring Person”, as [Title] of [Entity], a company with its headquarters at [Address], in the City of [City], State of [State], registered before the General Taxpayer’s Registry (CNPJ) of the Ministry of Finance under No. [CNPJ], declares, subject to the penalty of Law, that has received a copy and has full knowledge of the contents of Vale’s Securities Trading Policy (the “Trading Policy”), binding himself, insofar maintaining its liason with Vale S.A. (“Vale”), and, until six (6) months after divestiture, to observe and guide its actions in accordance to the provisions contained in such Trading Policy, as well as CVM Instruction nº 358, dated 01/03/2002.

Declares, furthermore, having full knowledge that any eventual modification in his registration data, as well as, of the securities issued by Vale or its controlled or controlling entities publicly traded, or referred, shall be reported, in writing, and in observance to the terms provided for in the Trading Policy, to the Executive Officer for Investors Relations, without prejudice to the communication of the other competent bodies.

The Declaring Person signs this Term of Acceptance in three (3) originals of identical content, in the presence of the two (2) witnesses undersigned.

Rio de Janeiro, [Date]

[Name]
[Address]

Witnesses:
1.
Name:
ID:
2.
Name:
ID:

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