Board activities in 2020
The monitoring of Brumadinho reparation, dam safety, people safety
(especially in view of the Covid-19 pandemic), active listening with
community representatives, monitoring the implementation of actions and
engagement plans, advances in the governance and longterm strategic
planning were the themes that dominated the Board’s discussions in 2020.
The Board met on 32 occasions during the year, with a 98% participation
rate.
The Board acted effectively with the support of the advisory committees
and, among other initiatives, the following stand out:
-
Follow-up on the relationship and social dialogue with communities
(Brumadinho, Mariana and region)
-
Dedication to the construction of Vale’s purpose, with intense
engagement and protagonism
-
Monitoring the company’s innovation strategy, to promote
sustainability and adapt to climate change
-
Meetings to discuss the Company’s multi-annual strategic planning
- Follow-up and support for the Global Settlement for Brumadinho
-
Monitoring developments of the Covid-19 pandemic and safety measures
adopted by Vale
-
Approval of corporate transactions seeking to simplify Vale’s
operational flows
Learn more about the Board's activities here.
Governance Enhancements
Board of Directors
Our Board of Directors sets general guidelines and policies for our
business and monitors the implementation of those guidelines and
policies by our executive officers. Our bylaws provide for a Board of
Directors consisting of a minimum of 11 to 13 members, who will
have a unified term of two years, and reelection is allowed.
The Board of Directors has, on a permanent basis, seven statutory
advisory committees. They also count on a non-statutory advisory
committee, the Nomination Committee, currently installed:
In 2019, following the Brumadinho dam rupture, Vale’s Board of
Directors created Independent Extraordinary Advisory Committees
(CIAEs), composed of external, independent, reputable and experienced
experts. In 2020, the CIAEs of Investigation and Support and
Reparation delivered their final reports and were discontinued, while
the CIAE for Dam Safety was continued for another year, being
discontinued in April 2021.
Learn more about the Independent Extraordinary Advisory Committees
here
Board of directors selection process
The Board of Directors, together with the Nomination Committee and
specialized international consultancies, have updated the important
qualifications and experience that should be represented on the Board as
whole, in light of Vale’s business strategy and future needs. Among the
elements that were considered in defining the new competence matrix
here:
| Administrative Skills |
Functional Skills |
Sectorial Skills |
|
Relevant executive experience as CEO Previous successful
experience as CEO of large organizations for a relevant period of
time.
|
Risk & Safety Management in industries with risk profile
compatible with Vale’s
Relevant experience and knowledge in risk and safety management in
organizations with risk profile compatible with Vale’s.
|
Mining Relevant experience and knowledge of the mining
industry, with preference for the iron ore business.
|
|
Extensive knowledge of the current business environment in Asia
Relevant experience and knowledge of current business environment
in Asia, preferably in Vale’s area of operation and preferably
based in China.
|
Operations Management focused on the adoption of global best
practices
Relevant experience and knowledge in operational excellence,
preferably in capital-intensive industries
|
Steel Industry Relevant experience and knowledge of the
steel and metals industry and its value creation drivers.
|
|
Extensive knowledge of institutional relations, government and
regulatory
Relevant experience and knowledge in working with Government and
Regulators
|
Talent & Cultural Transformation Relevant experience
and knowledge related to cultural transformation in large
organizations, with experience in talent management, including
compensation, and in alignment of interest between the management
and company’ stakeholders.
|
Global Supply Chain Logistics Relevant experience and
knowledge in the management and optimization of logistics chains
preferably longdistance.
|
|
Knowledge about Vale, current and historical context
Relevant experience and knowledge about Vale’s history, current
context, and challenges.
|
Business Innovation Relevant experience and knowledge in
innovation areas at Vale’s businesses, across Vale’s value chain
and adjacent areas.
|
|
|
Sustainability & ESG Relevant experience and
knowledge in the socioenvironmental and governance areas,
including Compliance, preferably in the natural resources
industry. Experience in Community relations required.
|
|
|
Finance & Portfolio with value orientation and
accountability for performance
Experiência e conhecimento relevantes nas áreas de finanças
corporativas e gestão de portfólio de ativos em empresas de grande
porte
|
|
|
Digital Transformation in B2B/Transformation industry
Relevant experience and knowledge in the areas of corporate
finance and asset portfolio in large companies.
|
|
|
Commercial and Trading Understanding of the competitive
environment, the company’s current and developing businesses, and
industry trends.
|
|
Administrative Skills, Functional Skills and Sectorial Skills
| Administrative Skills |
Functional Skills |
Sectorial Skills |
|
Relevant executive experience as CEO Previous
successful experience as CEO of large organizations for a
relevant period of time.
|
Risk & Safety Management in industries with risk profile
compatible with Vale’s
Relevant experience and knowledge in risk and safety
management in organizations with risk profile compatible with
Vale’s.
|
Mining Relevant experience and knowledge of the
mining industry, with preference for the iron ore business.
|
|
Extensive knowledge of the current business environment in
Asia
Relevant experience and knowledge of current business
environment in Asia, preferably in Vale’s area of operation
and preferably based in China.
|
Operations Management focused on the adoption of global best
practices
Relevant experience and knowledge in operational excellence,
preferably in capital-intensive industries
|
Steel Industry Relevant experience and knowledge of
the steel and metals industry and its value creation drivers.
|
|
Extensive knowledge of institutional relations, government
and regulatory
Relevant experience and knowledge in working with Government
and Regulators
|
Talent & Cultural Transformation Relevant
experience and knowledge related to cultural transformation in
large organizations, with experience in talent management,
including compensation, and in alignment of interest between
the management and company’ stakeholders.
|
Global Supply Chain Logistics Relevant experience and
knowledge in the management and optimization of logistics
chains preferably longdistance.
|
|
Knowledge about Vale, current and historical context
Relevant experience and knowledge about Vale’s history,
current context, and challenges.
|
Business Innovation Relevant experience and knowledge
in innovation areas at Vale’s businesses, across Vale’s value
chain and adjacent areas.
|
|
|
Sustainability & ESG Relevant experience and
knowledge in the socioenvironmental and governance areas,
including Compliance, preferably in the natural resources
industry. Experience in Community relations required.
|
|
|
Finance & Portfolio with value orientation and
accountability for performance
Experiência e conhecimento relevantes nas áreas de finanças
corporativas e gestão de portfólio de ativos em empresas de
grande porte
|
|
|
Digital Transformation in B2B/Transformation industry
Relevant experience and knowledge in the areas of corporate
finance and asset portfolio in large companies.
|
|
|
Commercial and Trading Understanding of the
competitive environment, the company’s current and developing
businesses, and industry trends.
|
|
Nomination Committee
Vale believes enhancing corporate governance practices will help to
improve its operations and compete more effectively. In this sense, an
optimization of the governance structure is proposed, such as the
establishment of the Audit Committee and the Nomination Committee.
The Nomination Committee worked closely with key governance stakeholders
and international consulting firms, considering the level of
independence, board structure, size, and diversity parameters. These
criteria are essential in defining the nominees for the Board of
Directors. Also, the Nomination Committee looked for benchmarks in the
best practices of national and international players and further
deepened the understanding of institutional investors’ perspectives on
these topics.
For more information, access the Nomination Committee’s Final
Report.
Board Assessment
The Board acknowledges that a robust and constructive assessment process
is an essential component of good corporate governance and Board
effectiveness.
The Board of Directors has adopted the practice of executing an annual
performance assessment, with the support of the People, Compensation and
Governance Committee for analysis and recommendation of the evaluation
methodology, including any improvements, with an intermediate assessment
covering only those aspects identified as susceptible to improvement in
the previous assessment.
The Advisory Committees (excluding the Extraordinary Independent
Advisory Committees) also conduct a biannual performance assessment, the
results of which are brought to the attention of the Board of Directors.
Board members are assessed individually every year, and the consolidated
results of the assessments are brought to the attention of the Board,
while the individual results are shared with the Chairman of the Board
for further feedback discussion with each board member.
In 2019 and 2020, with the support of the People, Compensation and
Governance Committee, Vale hired specialized external consulting firm to
conduct the assessment and develop the assessment process of the
effectiveness of the Board of Directors and the Advisory Committees
(excluding the Independent Extraordinary Advisory Committee), as
collegiate bodies, and, individually, of their members, including the
Chairman of the Board of Directors.
The scope of the assessment of Board members includes aspects such as
the contribution made, participation and engagement, skills, and
personal profile. The results are shared with the Chairman of the Board,
and each board member has had a feedback session with the Chairman of
the Board and/or the consulting firm.
| Annual evaluation components and processes |
| 1. Specialized external consultant |
Develop and conduct the assessment process |
| 2. Questionnaire |
Directors provide feedback regarding:
-
Board mandate execution based on roles and responsibilities;
-
Structure and composition of the Board of Directors and Board
Committees based on behaviors and skills;
-
Contributions to the business: strategy, governance, people,
innovation, risk, compliance and finance;
-
Dynamics of the Board of Directors based on interaction
between counselors and managers;
-
Processes and support structures.
For the Board’s assessment, the directors and executive
officers provide their insights on:
-
Board mandate execution, based on roles and responsibilities;
-
Structure and composition of the Board of Directors and Board
Committees, based on behaviors and skills;
-
Contributions to the business: strategy, governance, people,
innovation, risk, compliance and finance;
-
Dynamics of the Board of Directors, based on interaction
between Board members and executive officers;
-
Processes and supporting structures
For the Board Committees’ assessment, feedback was provided by
each Committee member, by the other Board members and by the
executive officers, considering the same dimensions as above.
For the Board members’ assessment, each member performed
his/her self-assessment and was evaluated by the peers,
considering the following dimensions:
- Contributions
- Participation and Engagement
- Skills and Individual profile
|
| 3. Individual Interviews |
Conducted by the consulting firm with directors and executive
officers
|
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and Advisory
Committees and compare results to national and international
benchmarks, identify their level of development, as well as
analyze the evolution, in comparison to the previous assessment.
|
| 5. Feedback Incorporated |
Based on the assessment results for the collegiate bodies, an
action plan is defined and changes in practices or procedures are
considered and implemented, if applicable, for the evolution of
the collegiate and individual performance. Board members’ feedback
with the Chairman and/or external consultants.
|
Annual evaluation components and processes
| Annual evaluation components and processes |
| 1. Specialized external consultant |
Develop and conduct the assessment process |
| 2. Questionnaire |
Directors provide feedback regarding:
-
Board mandate execution based on roles and
responsibilities;
-
Structure and composition of the Board of Directors and
Board Committees based on behaviors and skills;
-
Contributions to the business: strategy, governance,
people, innovation, risk, compliance and finance;
-
Dynamics of the Board of Directors based on interaction
between counselors and managers;
-
Processes and support structures.
For the Board’s assessment, the directors and executive
officers provide their insights on:
-
Board mandate execution, based on roles and
responsibilities;
-
Structure and composition of the Board of Directors and
Board Committees, based on behaviors and skills;
-
Contributions to the business: strategy, governance,
people, innovation, risk, compliance and finance;
-
Dynamics of the Board of Directors, based on interaction
between Board members and executive officers;
-
Processes and supporting structures
For the Board Committees’ assessment, feedback was
provided by each Committee member, by the other Board
members and by the executive officers, considering the
same dimensions as above. For the Board members’
assessment, each member performed his/her self-assessment
and was evaluated by the peers, considering the following
dimensions:
- Contributions
- Participation and Engagement
- Skills and Individual profile
|
| 3. Individual Interviews |
Conducted by the consulting firm with directors and executive
officers
|
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and
Advisory Committees and compare results to national and
international benchmarks, identify their level of development,
as well as analyze the evolution, in comparison to the
previous assessment.
|
Results of the 2020 Intermediate Assessment
The 2020 intermediate assessment was carried out by the Board in the
last quarter of the year. Among the results obtained, the following are
worth mentioning:
Main opportunities for improvement:
Learn more about the Board Assessment process and the results of the
2020 mid-term evaluation here
Board Committees
The Board Committees advise the Board of Directors, including
proposing improvements related to their areas of operation. In order
to give greater efficiency and quality to the decisions, the Board
ensures the Company's activities are conducted in accordance with
laws, ethics and internal controls.
Board oversight:
The Board deliberates on strategic guidelines and plans, monitors
and evaluates Vale’s economic and financial performance, analyses
its corporate and financial risk policies, elects and evaluates
the Executive Officers.
Committees:
-
Audit: Oversees the quality of financial statements,
internal controls, compliance, integrity and risk management.
-
People, Compensation and Governance: Evaluates and
recommends corporate governance practices, compensation
metrics, and board nomination.
-
Operacional Excellence and Risk: Monitors internal
controls systems and practices, ensures compliance with all
requirements
-
Finance: Oversees the capital structure, annual budget
and funding, mergers and acquisitions, capital projects and
shareholder remuneration.
-
Sustainability: Evaluates the sustainability strategy
ensuring that it is being implemented into the overall
strategy.
-
Nomination : evaluates and recommends adjustments to
the best corporate governance practices in relation to the
structure, size and composition of the Board of Directors.
-
Innovation: review and recommend issues related to
Digital Transformation, Research, Development and Innovation
and its approach in the Company's strategic planning,
evaluating, complementing and suggesting changes in the
Company's strategies, monitoring their respective
implementation.
-
Audit: Oversees the quality of financial statements,
internal controls, compliance, integrity and risk management.
-
Personnel and Governance: Evaluates and recommends
corporate governance practices, compensation metrics, and
board nomination.
-
Operacional Excellence and Risk Committee: Monitors
internal controls systems and practices, ensures compliance
with all requirements
-
Finance: Oversees the capital structure, annual budget
and funding, mergers and acquisitions, capital projects and
shareholder remuneration.
-
Sustainability: Evaluates the sustainability strategy
ensuring that it is being implemented into the overall
strategy.
-
Nomination : evaluates and recommends adjustments to
the best corporate governance practices in relation to the
structure, size and composition of the Board of Directors.
-
Innovation: review and recommend issues related to
Digital Transformation, Research, Development and Innovation
and its approach in the Company's strategic planning,
evaluating, complementing and suggesting changes in the
Company's strategies, monitoring their respective
implementation.
Board oversight:
The Board deliberates on strategic guidelines and plans,
monitors and evaluates Vale’s economic and financial
performance, analyses its corporate and financial risk policies,
elects and evaluates the Executive Officers.
Committees:
-
Audit: Oversees the quality of financial statements,
internal controls, compliance, integrity and risk
management.
-
Personnel and Governance: Evaluates and recommends
corporate governance practices, compensation metrics, and
board nomination.
-
Operacional Excellence and Risk Committee: Monitors
internal controls systems and practices, ensures compliance
with all requirements
-
Finance: Oversees the capital structure, annual
budget and funding, mergers and acquisitions, capital
projects and shareholder remuneration.
-
Sustainability: Evaluates the sustainability
strategy ensuring that it is being implemented into the
overall strategy.
-
Nomination :
-
Management: The executive officers are responsible
for the day-to-day operations and implementation of policies
and guidelines set by Board of Directors.
-
Audit: Oversees the quality of financial statements,
internal controls, compliance, integrity and risk
management.
-
Personnel and Governance: Evaluates and recommends
corporate governance practices, compensation metrics, and
board nomination.
-
Operacional Excellence and Risk Committee: Monitors
internal controls systems and practices, ensures compliance
with all requirements
-
Finance: Oversees the capital structure, annual
budget and funding, mergers and acquisitions, capital
projects and shareholder remuneration.
-
Sustainability: Evaluates the sustainability
strategy ensuring that it is being implemented into the
overall strategy.
-
Nomination :
-
Management: The executive officers are responsible
for the day-to-day operations and implementation of policies
and guidelines set by Board of Directors.
Management
The executive officers are responsible for the day-to-day operations
and implementation of policies and guidelines set by Board of
Directors.
Management
he executive officers are responsible for the day-to-day operations
and implementation of policies and guidelines set by Board of
Directors.
Audit
- Number of meetings: 28
- Participation rate: 99%
One of the main important tasks in the operation of the Committee
in 2020 was to oversee the creation and implementation of the
Compliance Office in the first half of 2020. Mr. Denis Cuenca was
selected for the position of Chief Compliance Officer, who will
oversee the areas of corporate integrity, internal audit and the
whistleblower channel as of July 2020. In conjunction with the
Committee for Operational Excellence and Risk (CEOR) and the
Compliance Board, monitoring of the 25 recommendations of the
Independent Extraordinary Advisory Committee for Investigation
(CIAE-A) and follow-up of the evolution of action plans, which
include 106 actions (breakdown of the 25 recommendations) of which
55% were audited in 2020, 33% are planned for 2021 and 12% are in
planning. Review of the quarterly information, from June to
September 2020, the financial statements, and other regulatory
documents delivered by Vale. Follow-up of the assessement process
of provisions and legal contingencies and of the estimate
prepared, by the Management, for the contingencies related to the
Samarco accident and to the dam rupture in Brumadinho, among
others.
Finance
- Number of meetings: 22
- Participation rate: 98%
In 2020, the Finance Committee closely followed expenditure with
Brumadinho, the plan to resume Samarco’s operations, the approval
of new projects, the early extension of railway concessions, and
other activities; • Monitored financial indicators related to
Vale’s businesses and segments, the optimal level of indebtedness,
the resumption of the Dividend Policy and the progress of business
initiatives, in accordance with the Strategic Planning approved by
the Board of Directors.
Sustainability
- Number of meetings: 16
- Participation rate: 100%
In 2020, the Committee monitored, on a monthly basis, the progress
of the implementation of the 84 recommendations remover by the
Extraordinary Independent Advisory Committee for Support and
Reparation, which concluded its activities in February 2020, for
the Full Reparation of impacts from Dam I rupture in Brumadinho.
An independent external audit was conducted, finding that 85% of
the recommendations were completed in 2020, and the remaining 13
are in progress, with completion expected in 2021. Kept close
monitoring of the Renova Foundation’s performance, responsible for
projects and actions to repair the impacts of the 2015 collapse of
the Fundão dam in Mariana. Special attention was given to the life
cycle of mining projects, consolidating the company’s practice of
planning mine closure and future land use, from the beginning of
mining operations, taking care of the safety of geotechnical
structures, environmental recovery, water quality, and the
well-being of communities after mining. Closely followed the
implementation of the actions and plans for community engagement,
in addition to having direct contact with communities’
representatives, among others.
People, Compensation and Governance
- Number of meetings: 21
- Participation rate: 96%
In 2020, the People, Compensation and Governance Committee
intensified the work related to the “Cultural Evolution”, “Talent
Management” and “Promotion of Diversity & Inclusion” projects,
mainly in reinforcing culture and communication related to the ESG
approach at Vale. In addition, still within this context, it
addressed the theme of Employee Value Proposition to strengthen
Vale’s employer brand to attract potential young people.
Contributed to elect the values of the Company, which resulted in
the approval of “Vale Purpose” by the Board of Directors in
January 2021. Led the process of evolution of the Corporate
Governance Model that supported the preparation plan for Vale and
its Board of Directors, to operate as a Corporation with no
defined control, from the end of the Shareholders’ Agreement and
the AGM 2021, including, among others, the 2021 Roadmap and the
ESG Agenda. Acted directly on the Company’s governance model
through the creation of Policies, such as the Diversity and
Inclusion Policy, the updating of the Succession Plan and, more
recently, the revision of Vale’s Bylaws, together with the
Nomination Committee, in order to foresee the improvement of the
Company’s Governance structure, among others
Operacional Excellence and Risk Committee
- Number of meetings: 13
- Participation rate: 96%
After the statutory changes that occurred in the 2020
Extraordinary General Meeting, the Compliance and Risk Committee
became the Operational Excellence and Risk Committee,
strengthening its competencies to absorb the functions associated
with the monitoring of operational risks, including geotechnical
risks; In 2020, based on the Risk Matrix and the Global Integrated
Risk Map, the Committee monitored the main risk mitigation, crisis
management and business continuity plans and continued the
interaction with the Independent Extraordinary Advisory Committee
for Dam Safety, aiming to further strengthen risk-related
governance; In addition, it followed up on the application of the
Vale Management System - VPS throughout the company and emphasized
the development of a culture of risk awareness, as well as
proactive risk management behavior; • Revised the Risk Management
Policy, the Policy for Dams and Geotechnical Structures Safety,
the Vale Management Model Policy.
Nomination
- Number of meetings: 18
- Participation rate: 100%
The Committee was created in July 2020 with the objective of
assessing and making recommendations for adjustments to the best
corporate governance practices in relation to the structure, size
and composition of the Board of Directors, and to the balance of
experience, knowledge and diversity of the members’ profiles,
considering the needs of the body, in accordance with criteria and
guidelines established by the Company’s Nomination Policy and
Skills Matrix, both approved in 2020 by the Board of Directors.
The Nomination Committee also looked for benchmarks in the best
practices of national and international players and further
deepened the understanding of institutional investors’
perspectives on these topics, among others.
Get to know the members of the committees:
Fiscal Council and Audit Committe
The Fiscal Council is an independent supervisory body from the
Executive Officers and the Board of Directors, which seeks, through
the principles of transparency, equity and accountability, to
contribute to the better performance of the organization. The Fiscal
Council is responsible for supervising the acts of compliance and
fulfillment of its statutory and legal duties; giving an opinion on
the Annual Management Report; giving an opinion on the proposals of
the management bodies applicable to the change of share capital,
issuance of debentures or subscription bonuses, investment plans or
budgets.
In addition, the Fiscal Council acted in examining the Internal Audit,
External Audit and Ombudsman reports and, also, in the discussion of
the actions referring to Samarco Mineração and Fundação Renova, and
monitoring of structural projects, such as: management of contracts,
inventories, maintenance of assets and information security. The
Fiscal Council also interacted with the Consulting Committee for
Investigations to ensure that the work went smoothly.
The Fiscal Council is a permanently functioning body, formed by 3 to 5
members, who shall remain in their positions until the first Annual
Meeting of Shareholders after their election. The election of the
members of the Fiscal Council shall comply with the provisions of the
legislation in force and of Vale's bylaws.
The audit committee must fully reflect the requirements of the
regulatory bodies and in compliance with the recommendations of
regulatory bodies. Previously, in the absence of an Audit Committee,
the Fiscal Council assumed this responsibility as extra or “boosted”
attributions, such as how to ensure that the mechanisms for receiving
complaints guarantee confidentiality and anonymity for whistleblowers,
in addition to supervising and accessing the work of external
auditors.
The main information about these committes is summarizing in the table
below.
|
Audit committee |
Fiscal Council |
| Description |
Advisory body of the board of directors, to be established
pursuant to Vale’s bylaws and the listing rules of the Novo
Mercado segment of B3.
|
Separate and independent body contemplated in the Brazilian
corporate law to oversee the activities of the company’s board
of directors and the executive officers.
|
| Members |
Appointed by the board of directors. As Brazilian law does not
permit the full board to delegate its powers to a committee, it
has advisory duties.
|
Members are elected directly by the shareholders and report
directly to the shareholders.
|
| Attributions (non-exaustive) |
-
Opining on the appointment and destitution of the company’s
independent auditor.
-
Reviewing the company’s interim and annual financial
statements.
-
Monitoring the internal auditor and the company’s internal
controls.
-
Monitoring the internal auditor and the company’s internal
controls.
-
Having appropriate means to receive and treat information
relating to violation of legal requirements, regulations and
internal policies by the company, including means of
protecting confidentiality of the complaint.
|
-
Overseeing the activities of the members of the board of
directors and management and monitoring their compliance
with its duties and responsibilities.
-
Opining on the annual management report, and adding any
additional information deemed relevant to the general
shareholders’ meeting.
-
Opining on board and management’s proposals submitted to the
general shareholders’ meeting relating to the Company’s
capital structure.
-
Reporting to the appropriate corporate bodies of the company
any fraud, crime or urgent and relevant information.
-
Reviewing company’s interim and annual financial statements.
|
Audit committee Fiscal Council
|
Audit committee |
Fiscal Council |
| Description |
Advisory body of the board of directors, to be established
pursuant to Vale’s bylaws and the listing rules of the Novo
Mercado segment of B3.
|
Separate and independent body contemplated in the Brazilian
corporate law to oversee the activities of the company’s
board of directors and the executive officers.
|
| Members |
Appointed by the board of directors. As Brazilian law does
not permit the full board to delegate its powers to a
committee, it has advisory duties.
|
Members are elected directly by the shareholders and report
directly to the shareholders.
|
| Attributions (non-exaustive) |
-
Opining on the appointment and destitution of the
company’s independent auditor.
-
Reviewing the company’s interim and annual financial
statements.
-
Monitoring the internal auditor and the company’s
internal controls.
-
Monitoring the internal auditor and the company’s
internal controls.
-
Having appropriate means to receive and treat
information relating to violation of legal requirements,
regulations and internal policies by the company,
including means of protecting confidentiality of the
complaint.
|
-
Overseeing the activities of the members of the board of
directors and management and monitoring their compliance
with its duties and responsibilities.
-
Opining on the annual management report, and adding any
additional information deemed relevant to the general
shareholders’ meeting.
-
Opining on board and management’s proposals submitted to
the general shareholders’ meeting relating to the
Company’s capital structure.
-
Reporting to the appropriate corporate bodies of the
company any fraud, crime or urgent and relevant
information.
-
Reviewing company’s interim and annual financial
statements.
|
In addition to applicable Brazilian rules, Vale is required to comply
with the audit committee rules under Rule 10A-3 under the U.S.
Securities Exchange Act of 1934. Currently, Vale's Fiscal Council
has certain additional powers to allow it to meet the requirements for
exemption under paragraph (c)(3) of Rule 10A-3. With the establishment
of its audit committee, Vale will rely on the audit committee to meet
the exemption requirements under paragraph (c)(3) of Rule 10A-3, and
the Fiscal Council will no longer have these expanded powers.
Get to know the Fiscal Council members:
Board of Executive Officers
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 three-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.
The Board of Executive Officers, for its advice, has, on a permanent
basis, five non-statutory, technical and advisory committees, called:
Meet the statutory members of Vale's Board of Executive Officers
Eduardo Bartolomeo
Chief Executive Officer
Eduardo Bartolomeo has been Vale's CEO since April 2019. With
solid experience in bulk commodity operations, supply chain and
business turnaround. Throughout his professional career,
Bartolomeo has shown great ability to lead complex operations and
establish a culture of operational excellence.
In his second tenure at Vale, Bartolomeo started as the Executive
Director of Basic Metals in Canada from January 2018. His first
tenure took place between 2004 and 2012, when his work for the
Executive Department of Logistics Operations was well celebrated.
There, he developed the Vale Production System (VPS), which
together with investment in technology and professional
qualification, resulted in significant gains for the company.
Bartolomeo also structured logistics to support Vale's
operations in Africa and was one of the main negotiators that
enabled Vale to obtain the sub-concession of the 720 km rail
branch of the North-South railroad (FNS, Ferrovia Norte-Sul). His
role in the negotiations was essential to create Valor da
Logística Integrada (VLI), a general cargo transportation company,
structured by Bartolomeo in December 2010. Today, VLI has 7.5
thousand employees and in 2017 achieved a turnover of R$4.5
billion.
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Alexandre Pereira
Executive Director for Global Business Support
Alexandre Pereira is the Executive Director of Global Business
Support at Vale since August 2017. He is responsible for
Information Technology, Procurement, Capital Projects, Energy,
Operational Excellence, Security and Corporate Services in all
lines of business where Vale operates.
With a passion for strategic thinking and transformations,
Alexandre is a global and business- focused executive recognized
for his dynamic and charismatic leadership, with strong capacity
to engage multicultural teams. Entrepreneurship, pure challenge
and general management are his career anchors, which contribute to
his focus on innovation and his ability to deliver sustainable
results under competitive and challenging circumstances.
Throughout his 26 years of professional experience, Alexandre has
held a range of global executive positions and gained diverse
knowledge bringing together regions into a global company and
working with international initiatives, turnaround management, and
large-scale projects.
Alexandre holds a degree in Mathematics and Computer Science from
State University of Rio de Janeiro. He completed two postgraduate
degrees in Business Management from Dom Cabral Foundation and
Computer Networks from the Federal University of Espírito Santo.
He also holds an MBA in Business from the University of São Paulo.
He holds triple citizenship in Brazil, Canada and Portugal (EU).
Alexandre S. D’Ambrosio
Executive Director for Legal and Tax
Alexandre S. D’Ambrosio has been Vale S.A.’s General Counsel since
March 2018. His responsibilities include the company’s Legal, Tax,
Corporate and Compliance Office sectors worldwide. He is also an
Officer of Vale International S.A. and a member of the Board of
Directors of Vale New Caledonia. He is a former alternate member
of the Curator Council of Fundação Renova.
From 2016 to 2018, he was the Executive Vice President of Banco
Santander (Brasil) S.A. He was also a member of the board of
directors of Santander Security Services Ltda (“S3”). From 2003 to
2016, he was the Corporate Legal Director of the Votorantim group.
He was a board member of Aracruz Celulose S.A. (later Fibria S.A.)
from 2004 to 2013, of Cimentos Itambé S.A. from 2006 to 2016, and
of Citrosuco S.A. from 2009 to 2016.
In the United States, where he remained from 1985 to 1996, he
worked as an associate and partner in large law firms, in
Washington, D.C. and New York, in the areas of international
trade, mergers and acquisitions, project finance and cross-border
finance. He obtained an LLB from the University of São Paulo Law
School in 1984, an LLM from Harvard Law School in 1986, and the
equivalent of a Juris Doctor degree from George Washington
University’s National Law Center in 1989.
Carlos Medeiros
Executive Director for Safety and Operational Excellence
Carlos Medeiros is a senior executive with an outstanding
international track record and proven capacity to manage large
transformational projects. In June 2019, he was appointed to lead
Vale’s Safety and Operational Excellence Executive Department, an
area specially created to improve the company’s Safety and Risk
Management, in line with its strategic pillars of safety,
operational excellence and a reformulated pact with society.
Medeiros uses his in-depth knowledge of the lean manufacturing
methodology – whose main aims are to optimize processes,
continuously improve productivity and quality, and thereby boost
competitiveness – to guarantee the safety and efficiency of the
company’s operations. He was chosen in line with Vale’s commitment
to follow world-class operational standards.
Gustavo Pimenta
Executive Director of Finance and Investor Relations
In the position of Executive Director of Finance and Investor
Relations at Vale, Gustavo Pimenta worked for the previous 12
years at AES – for 3 years as global CFO. In addition to his roles
as CFO in Brazil and abroad, he has already taken on roles as
Planning and Strategy Director and Vice President of Performance
and Services of the same company.
He led AES's global repositioning to a company focused on ESG
and low carbon footprint and also participated in Diversity and
Inclusion initiatives within the group. Earlier in his career, he
worked as an Auditor at KPMG for 3 years and subsequently took
over as Vice President of Strategy and M&A at Citibank in New
York.
Member of several Boards of Directors of companies such as AES
Gener in Chile and AES Clean Energy in the USA, he holds a degree
in Economics from Federal University of Minas Gerais (UFMG) and a
Master's degree in Finance and Economics from Getulio Vargas
Foundation (FGV).
Luciano Siani Pires
Executive Director of Strategy and Business Transformation
Luciano Siani Pires is Executive Director of Strategy and Business
Transformation, being responsible for leading initiatives that
position Vale for the future. He joined the company in 2008 and
has held positions such as Global Strategy Director and Global
Human Resources and Governance Director. Prior to assuming his
current role, he has held the position of Executive Vice President
of Finance and Investor Relations since 2012. .
He has extensive professional experience in the areas of Finance,
Capital Markets and Strategic Planning, having held various
positions at the Brazilian Development Bank (BNDES), as well as
participation in Boards of Directors.
He holds a degree in mechanical engineering from the Pontifícia
Universidade Católica do Rio de Janeiro (PUC-RJ) and a
master's degree in business administration, with a
specialization in finance, from New York University (Leonard N.
Stern School of Business).
Luiz Eduardo Osorio
Executive Director for Communication and Institutional
Relations
Luiz Eduardo Osorio has extensive experience in the areas of
International Relations, Corporate Affairs, Sustainability, Law,
Ethics & Compliance, liaising with ministries, regulatory
agencies and government representation in their various spheres.
He has held management positions in Brazil and abroad in large
national and multinational companies, such as AmBev, Diageo, Shell
and Raízen. He is currently a member of the Advisory Council of
the Columbia Center on Sustainable Investment, Columbia
University, and the director of the Rio de Janeiro Commercial
Association (ACRJ). He is also the chairman of the Managing
Council of the Brazilian Mining Institute (IBRAM).
Osorio has a law degree from PUC-RJ and a Master's degree in
Management Development from the American University (USA). He has
also taken professional extension courses in Business Management,
which included Corporate Social Responsibility, Strategy,
Leadership, and Performance at Harvard, Insead, and Wharton
universities.
Marcello Spinelli
Executive Director, Iron Ore
Marcello Spinelli has been Vale's Executive Director for
Ferrous since May 2019. He has built solid experience in
integrated logistics operations throughout the nearly 10 years he
has been at the forefront of the Value of Integrated Logistics
(VLI) of intermodal transport in Brazil. At VLI, it conducted a
cycle of robust investments in operating efficiency and company
growth.
He had held senior leadership positions in Vale from 2002 to 2010
in the general cargo commercial area and in the Tubarão Complex
operations. He was the CEO of the Vila Velha Terminal and
accumulated the position of Vale's Logistics Director with the
president of the Centro-Atlântica Railroad. He led the creation of
VLI in 2008. Previously, he worked at Submarino and Ambev.
Marcello has a production engineering degree from USP and has
different extension courses in business, operations, management
and infrastructure.
Maria Luiza de Oliveira Pinto e Paiva
Executive Director for Sustainability
Maria Luiza de Oliveira Pinto e Paiva is Executive Director of
Sustainability. She has been working in Sustainability and Human
Resources for 34 years and before coming to Vale, she was
Suzano's director of Sustainability.
She also served as Executive Director of Sustainability,
Communication and Corporate Relations at Fibria Celulose from
March 2015 to December 2018. She was an executive at Banco ABN
AMRO Real/Santander and Banco Nacional - with a trajectory focused
on cultural transformation and leadership development. As
Executive Director of Sustainable Development at ABN AMRO Real
Santander, she led the creation and implementation of the
sustainability strategy that became a national and international
benchmark. She led multicultural teams and projects in the periods
in which she directed the HR area for Latin America, the Caribbean
and Europe.
She is a psychologist with a specialization in Human Resources
from the University of Michigan, USA and is currently studying
Business and Sustainability at Cambridge University, England.
Marina Quental
Executive Director of People
Marina Quental was appointed Vale’s People Executive Director in
November 2017. She is responsible for the global human resources
strategy and operations for the company and leads the Board’s
People Committee. One of her main challenges is to drive culture
and organization transformation for Vale.
She built a solid professional career at Brazilian and foreign
companies, working in the areas of organizational development,
culture, compensation, social responsibility, and merger's and
acquisitions.
Before joining Vale, Ms. Quental was the Vice President for Human
Resources at Raízen, a joint venture between Shell and Cosan, from
April 2014 to November 2017. She participated actively in the
creation of this joint venture. Previously, she was the Human
Resource director of Shell Brasil for six years and before that
held various leadership positions at IBM in Brazil and the United
States. Ms. Quental was president of the Raízen Foudantion, the
company’s social responsibility branch, between April 2014 and
November 2017.
She has an undergraduate degree in psychology from Rio de Janeiro
Catholic University and an Executive MBA from the Dom Cabral
Foundation.
Vale's Executive Board also has non-statutory members.
Paulo Couto
Director of Coal
Paulo Couto takes on the Coal Department in June 2020. Paulo Couto
joined Vale in 2010 after a solid career in companies such as
Whirlpool, Ambev, Bain & Co and Shell. In 2016, he took on the
position of Director for Procurement and Logistics Inbound at
Vale. Known to have a people centered approach to decision making,
Paulo has demonstrated his ability to lead transformations in
complex environments while generating expressive and sustainable
results. Couto holds a Production Engineering degree from the
Federal University of Rio de Janeiro (UFRJ) and an MBA from the
Harvard Business School.
Deshnee Naidoo
Executive Director of Base Metals
Deshnee Naidoo is Vale’s Executive Director of Base Metals since
December 2021. She started working at Vale in January of the same
year as CFO of the Base Metals business. Since then, she has
collaborated across Base Metals to understand the challenges and
opportunities to accelerate transformation of the business.
She is a three-time “South Africa Mining Rainmaker” and recognized
among the 100 Global Inspirational Women in Mining in 2018. She
has also served as a Board Member of the South Africa Minerals
Council.
Prior to joining Vale, Deshnee was the CEO of the Zinc
International business at Vedanta Resources from 2014 to 2020,
where she held full P&L accountability for the international Zinc
group. She took on the role of CEO Africa Base Metals during her
tenure at Vedanta. Deshnee previously worked at Anglo American
from 1998 to 2014, where she held a number of executive positions
including the Chief of Staff from 2009 to 2011. She was also the
CFO for Anglo American’s thermal coal business from 2011 to 2014.
