Under the 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 alternate.
Non-controlling holders of common shares comprising at least 10% of the common shares outstanding may also elect one member of the Fiscal Council and the respective alternate. The terms of the members of the Fiscal Council expire at the next annual shareholders’ meeting following their election.
Vale Fiscal Council also executes the attributions of the Audit Committee determined by the Sarbanes-Oxley Act, established by the Securities and Exchange Commission (SEC).
The table below lists the current members of the Fiscal Council.
MEMBERS (first year of appointment)
Arnaldo José Vollet (2011)
Marcelo Amaral Moraes (2004)
Antonio Henrique Pinheiro Silveira (2011)
Aníbal Moreira dos Santos (2005)
ALTERNATE (first year of appointment)
Cícero da Silva (2009)
Oswaldo Mário Pêgo de Amorim Azevedo (2004)
Marcus Pereira Aucélio (2011)