Policies

Investors

Policies

Policies

The fundamental principles that guide Vale's and its subsidiaries' actions are found in our Code of Ethical 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 Ethical Conduct
Find out about our Sustainability Global Policy

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

Information Disclosure

The Disclosure Policy regulates the disclosure of material information of Vale S.A. (Vale) and its subsidiaries and is based upon basic principles such as transparency, information symmetry, fair treatment and respect for investor rights, adherence to the best global investor relations practices, compliance with the specific legislation of Brazil, USA, France and the regulations of the stock exchanges in which Vale’s securities are listed and traded.

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.

Download the Information Disclosure Policy
Shareholder Remuneration

In January 27th, 2019 the Board of Directors of Vale suspended the Shareholder Remuneration Policy that was previously in effect as follows:

1. The shareholder remuneration will be composed by two semi-annual installments, the first in September of the current year and the second in March of the subsequent year¹.

2. The minimum amount of the remuneration will be 30% of the Adjusted EBITDA less Sustaining Investments calculated based on the first half of the year results for the September installment, and on the second half of the year results for the March installment.

3. The Board of Directors may approve additional remuneration through the distribution of extraordinary dividends.

¹ The Board of Directors may declare interest on capital in December of each year, for payment in March of the subsequent year. These amounts will be reduced from the March instalment.

² Minimum remuneration = 0,3 x (Adjusted EBITDA – Sustaining Investments).

Securities Trading

The purpose of Vale’s Securities Trading Policy (“Trading Policy”), 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.

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).

Download the Securities Trading Policy
Related Party Transaction

To set forth the guidelines and principles to ensure that Related Party Transactions1 and other situations of potential Conflict of Interest2 involving Vale are conducted at Market Conditions, according to best practices of corporate governance and appropriate transparency, always prioritizing the best interests of Vale and avoiding abuses and misuse of company assets.

Download the Related Party Transaction Policy
Risk Management Policy

The main objective of the Risk Management Policy is to establish guidelines and guidance for the integrated management of all risks which Vale System entities are exposed. This policy applies to Vale, its wholly owned subsidiaries and shall be reproduced to its direct and indirect, subsidiaries in Brazil and in other countries, always respecting these companies’ constitutional documents and the applicable law. The principles of this Policy should be applied, whenever possible, by other entities in which Vale has equity interest in Brazil and in other countries. This group of entities, for the purposes of this Policy, is called "Vale System”.

Download the Risk Management Policy
Chief Executive Officer Succession Policy

It aims to establish procedures to guide the succession process of the Chief Executive Office (“CEO”) of Vale SA (“Vale” or “Company”) to ensure the continuity of the Company's business, as well as alignment of such process with corporate governance best practices and applicable law.

Download the Chief Executive Officer Succession Policy
Executive Directors Compensation Policy

Aims to establish general guidelines for defining the model and compensation management of the statutory members of Vale’s Executive Directors.

It is designed to be competitive in the global talent market and to allow Vale to be able to attract and retain highly skilled executives with experience and knowledge commensurate with the position required, besides encourage them to execute the strategy and promote the company’s success in the medium and long term, through behaviors and practices aligned with the interests of shareholders and Vale’s values, essential for generating sustainable return.

The compensation practiced by Vale, in addition to being directly impacted by the economic and financial results achieved by the company and the short and long term market value, has as one of its main focuses the improvement and strengthening of health and safety aspects, social progress and the environment.

Download the Executive Directors Compensation Policy
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