Board activities in 2019
The dam rupture in Brumadinho and subsequent events dominated the work of the Board over the
year. The priority was to provide the resources and support required by Vale's response teams in
Brumadinho. The Board met frequently - 46 occasions during the year, with an attendance rate of 88%.
The Board responded strongly during the crisis and several actions were implemented.
Brumadinho represents a watershed for Vale. The Board has led changes in cultural aspects and governance
mechanisms and has taken several steps to further strengthen Vale's safety and risk management, to
prevent major catastrophic events from ever happening again.
Governance Enhancements
The Board of Directors noted the need to further intensify the risk agenda, especially
operational and geotechnical risks, in addition to devoting special attention to new technologies and other
initiatives that bring more sustainability, efficiency and competitiveness to Vale’s businesses.In order to
comply with these guidelines, an optimization of the structure linked to the Board of Directors was proposed
to strengthen these business areas, such as the established of the audit commitee and the modification of
the nomenclature of the “Risk and Compliance Committee” to “Operational Excellence and Risk Committee”, in
order to establish a Board Committee exclusively related to risk management, especially operational and
geotechnical matters.
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 13 members, who will have a unified term of two years, and reelection is allowed.
The Board of Directors has, on a permanent basis, four statutory advisory committees
currently installed:
In addition, as a result of Dam I failure at the Córrego do Feijão Mine in Brumadinho, on January
25th, 2019, three Extraordinary Independent Consulting Committees were established for the Board of
Directors ("CIAE"), composed of independent members with a reputation and experience in the
subjects in which they occupy, namely:
- Extraordinary Independent Consulting Committee for Support and Reparation: dedicated to monitoring
the measures to assist those affected and recuperating the areas affected by the rupture of Dam
I. During its term, the Committee met
77 times and spent 13 days in field trips, it also presented nine technical
parameters that guided the recommendations and suggestions produced.
- Extraordinary Independent Consulting Committee for Investigation:responsible for assisting in matters
related to the investigation of the causes and responsibilities for the Dam I rupture. During its
terms, the Committee
met 49 times last year, and has, since its establishment, carried out multiple
verification activities - such as interviews with key individuals to understand the event, document
review, visits to the site of the rupture, among others.
- Extraordinary Independent Consulting Committee for Investigation for Dam Safety: aims to advise
the Board of Directors on issues related to the diagnosis of the safety conditions of the dams and
dikes used by the Company in its activities in Brazil, with priority for prioritizing structures
raised by the upstream method and those located in areas of special attention and recommending
measures to the Board of Directors to reinforce dam safety conditions.The members of the Committee for
Dam Safety met 19 times last year, and this Committee will be maintained beyond
2020.
Board independence
New listing rules applicable to independence requirements for the Novo Mercado came into
force in January 2018. Pursuant to the Novo Mercado listing rules and our bylaws, at least two directors or
20% of our directors, whichever number is higher, must be independent. We currently have three independent
members. To be considered independent under our bylaws and the Novo Mercado listing rules in effect in
2018, a director may not:
For more information about Vale’s board, access the Board of Directors' Internal
Regulation
Board of directors selection process
The selection of Board members follows qualification criteria and technical experience, as
well as legal and reputational aspects related to best corporate governance practices. This allows the
company to benefit from a plurality of arguments and a quality and safe decision-making process.
The Board has identified key qualifications and experience that should be represented on the
Board as a whole, in light of Vale's business strategy and expected future business needs.
The table below summarizes how these key qualifications and experience are linked to our
Company's business.
| Key Qualifications and Experience |
Business Characteristics |
| Mining/Operations |
Vale is a complex global enterprise, which sells different mining products. Practical
understanding of business operations is essential to assess our operating plan and business
strategy. |
| International experience |
Vale’s business is truly global and multicultural, with presence in over 30 countries around the
world. |
| Logistics |
Vale is a global enterprise and most of the Company’s products are sold in different parts of the
world. |
| Corporate Governance |
This experience supports our goals of strong Board and management accountability, transparency
and protection of shareholder interests. |
| Sustainability/ESG |
Strategic business imperatives and long-term value creation for shareholders are achieved within
a responsible, sustainable business model. |
| Communications experience |
Dialogue with stakeholders is necessary and beneficial process, as Vale is dedicated to
maintaining constructive relationships with communities, investors, government and suppliers |
| Risk management expertise |
The Board’s responsibilities include understanding and overseeing the various risks faced by
Vale. |
| Strategy and Innovation |
The mining industry is facing several changes and the Board expertise will help in understanding
and reviewing our business strategies. |
| Financial / Accounting experience |
Vale’s business is multifaceted and involves complex financial transactions in many countries and
in many currencies. This expertise is important as it assists our directors in understanding and
overseeing our financial reporting and internal controls. |
| People / Talent Management |
Vale has more than 70,000 employees. Experience is valuable in helping us attract, motivate and
retain top candidates for positions at Vale. |
Key Qualifications and Experience Business Characteristics
| Key Qualifications and Experience |
Business Characteristics |
| Mining/Operations |
Vale is a complex global enterprise, which sells different mining products. Practical
understanding of business operations is essential to assess our operating plan and business
strategy. |
| International experience |
Vale’s business is truly global and multicultural, with presence in over 30 countries around
the world. |
| Logistics |
Vale is a global enterprise and most of the Company’s products are sold in different parts
of the world. |
| Corporate Governance |
This experience supports our goals of strong Board and management accountability,
transparency and protection of shareholder interests. |
| Sustainability/ESG |
Strategic business imperatives and long-term value creation for shareholders are achieved
within a responsible, sustainable business model. |
| Communications experience |
Dialogue with stakeholders is necessary and beneficial process, as Vale is dedicated to
maintaining constructive relationships with communities, investors, government and suppliers
|
| Risk management expertise |
The Board’s responsibilities include understanding and overseeing the various risks faced
by Vale. |
| Strategy and Innovation |
The mining industry is facing several changes and the Board expertise will help in
understanding and reviewing our business strategies. |
| Financial / Accounting experience |
Vale’s business is multifaceted and involves complex financial transactions in many
countries and in many currencies. This expertise is important as it assists our directors in
understanding and overseeing our financial reporting and internal controls. |
| People / Talent Management |
Vale has more than 70,000 employees. Experience is valuable in helping us attract, motivate
and retain top candidates for positions at Vale. |
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 reinforcement of the Personnel and Governance Committee
for its role as Nomination Committee until 2021, when a specific Committee will be set up for this purpose.
Board Assessment
The Board of Directors recognizes that a robust and constructive evaluation process is an
essential component of good corporate governance and Board effectiveness. In 2018, Vale hired a
consultancy that developed the annual performance evaluation of the Board of Directors and Board Committees,
as a collegiate bodies.
In 2019, with the support of the Personnel and Governance
Committee, the Company hired a specialized external consultant with experience in the subject that
developed the evaluation process of the Board of Directors and Board Committees (excluding
Independent Consulting Committees), as collegiate bodies and individually on the performance of each
member.
The scope of the assessment covers the clarity of roles and responsibilities for the Board,
the ability to function effectively in terms of content and dynamics, which contributes to the achievement
of the company’s objectives, in addition to highlighting opportunities for improvement and providing
feedback to members.
The databases used to collect inputs were the results of the previous assessment carried out
at the company, national and international benchmarks, ESG practices and the Vale's context regarding
shareholder composition, business objectives, among others. With these inputs, a diagnosis of the
functioning of each body was prepared and the result is a comparative analysis of the composition and
operation in relation to organizations with a high level of corporate governance in Brazil and abroad (peer
group), as well as recommendations and initiatives for scheduled improvements.
| 1. Specialized external consultant |
To develop and conduct the evaluation 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.
|
| 3. Individual Interviews |
With members of the Board of Directors, Committees and Executive Board, through questionnaires
(180° perspective) |
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and Board Committees and compare the results
to national and international benchmark as well as to analyze the evolution, comparing to 2018
evaluation. |
| 5. Feedback Incorporated |
Based on the evaluation results, an action plan is defined and changes in practices or procedures
are considered and implemented, as appropriate, to evolve collegiate and individual performance.
|
|
|
| 1. Specialized external consultant |
To develop and conduct the evaluation 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.
|
| 3. Individual Interviews |
With members of the Board of Directors, Committees and Executive Board, through
questionnaires (180° perspective) |
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and Board Committees and compare the
results to national and international benchmark as well as to analyze the evolution,
comparing to 2018 evaluation. |
| 5. Feedback Incorporated |
Based on the evaluation results, an action plan is defined and changes in practices or
procedures are considered and implemented, as appropriate, to evolve collegiate and
individual performance. |
In addition to its evaluation process, the Board and its Consulting Committees have been
promoting the evolution of Vale's governance, by seeking references from practices in national and
international players or further deepening the understanding of institutional investor perspective on these
subjects. In this context, the Board of Directors recently decided to hire a recognized international
consultancy to support the conduct of complementary initiatives in the short term.
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.
-
Personnel 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.
-
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.
-
Management: The executive officers are responsible for the day-to-day operations and
implementation of policies and guidelines set by Board of Directors.
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.
-
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.
-
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.
Finance
In 2019, the Finance Committee closely monitored the expenditure on Brumadinho and Legacy Projects,
as well as the plan to resume operations at Samarco Mineração. Monitored financial indicators
related to Vale’s businesses and segments, the optimal level of indebtedness, and the progress of
business initiatives in accordance with the Strategic Planning approved by the Board of Directors.
Sustainability
Over 2019, the Sustainability Committee interacted with the Independent Extraordinary Consulting
Committee for Support and Reparation and took a proactive stance in the locations where Vale
operates, making several technical visits in operational areas and areas of influence of the
Company. It intensified its engagement with the Renova Foundation, whose mission is to implement
and manage programs to repair the impacts of the Fundão dam rupture, in Mariana (MG). It also
conducted dialogues with communities impacted by Vale’s operations, with the goal of improving
engagement, reinforcing a culture of transparency and communication with civil Society. Other
initiatives that were part of its scope were related to the closure of the mine, which aims to
consolidate this practice as an integral part of the life cycle of a mineral enterprise, and to
innovation projects for steelmaking processes, iron ore processing, use of tailings in production,
generation of byproducts with mineral processing residue, among other topics
Personnel and Governance
In 2019, the Personnel and Governance Committee worked on the cultural transformation process
aiming to make the Company more transparent, secure, reliable and predictable. Based on the
Cultural Evolution Project, strategies were adopted for each line of business. For the Coal
business, it focused, for example, on attractiveness and training of the local workforce, through
knowledge management and sustainability in the succession pipeline. For Iron Ore, topics related to
leadership development, elimination of silos and attraction of a diversified workforce were
addressed. And for Base Metals, the focus was on redesigning the organizational structure through a
change in leadership positions and strengthening of the new culture. The Company’s governance model
also evolved, through the creation of Policies, such as Executive Officer Compensation, and led
other initiatives to optimize the organizational structure of the Board of Directors, such as the
installation of the Audit Committee and the proposal to create the Risk and Operational Excellence
Committee. Other initiatives of the Committee throughout the year were the review of the 2020
targets panel of the Executive Officers, Corporate Governance Office, Internal Audit and Ombudsman
and inclusion of the Crisis Management target; the definition of an attractive remuneration package
based on the Compensation Policy and market research; review of the anti-corruption, corporate
integrity and compliance structure; and the adoption of ESG metrics in the long-term variable
compensation.
Operacional Excellence and Risk Committee
In 2019, the Committee interacted with the Independent Dam Safety Consulting Committee. After the
Brumadinho accident, the committee members focused on understanding the event and to further
strengthen risk-related governance. Based on the Risk Matrix and the Integrated Global Risk Map,
the committee reviewed how Vale manages its main risks and mitigation plans, crisis management and
business continuity. In addition, it followed the development of the Corporate Integrity Program to
identify weaknesses with the support of external assessment to compare internal and market
practices.
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 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.
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, Global Business Support
Alexandre Pereira is the Executive VP 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).
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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.
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Luciano Siani Pires
Executive director, Finance and Investor Relations
Luciano Siani Pires was appointed Vale's Chief Financial Officer in August 2012. Before this,
from 2008 to July 2012, he held the positions of global director of Strategic Planning and global
director of Human Resources and Governance at the company.
He has extensive professional experience in the areas of finance, capital markets and strategic
planning. In 2007 and 2008, he was chief of Staff and executive secretary to the President at
Brazil's National Development Bank (BNDES), where he previously worked from 2005 and 2006 as
chief of the Holding Management Department (Capital Markets), and head of the Export Finance
Department in 2001 and 2002. Also at BNDES, between 1992 and 1999 he held positions in the areas of
financial planning, investor relations and capital markets. For two years, from 2003 to 2005, he
worked as a consultant for McKinsey & Company, focusing on the basic materials sector.
Luciano Siani has an undergraduate degree in mechanical engineering from Pontifícia Universidade
Católica in Rio de Janeiro (PUC-RJ) and a MBA, with a finance specialization, from the Leonard N.
Stern School of Business, New York University.
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Luiz Eduardo Osorio
Executive Director of Sustainability, 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.
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Marcello Spinelli
Executive Director for Ferrous Minerals
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.
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Vale's Executive Board also has non-statutory members.
Alexandre S. D’Ambrosio
General Counsel
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.
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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.
Marina Quental
Director of People
Marina Quental was appointed Vale’s People 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.
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Mark Travers
Executive Director, Base Metals
Mark Travers is the Executive Director of Base Metals, a position he has held on an interim basis
since March 2019.
Mark is passionate about sustainability and building a positive social, economic and environmental
legacy in the communities where we operate, through responsible mining practices.
Mark currently serves as President of PT Vale’s Board of Commissioners. Since joining Vale in 2001,
he has held progressively senior roles in legal, institutional relations, corporate strategy and
sustainability, including serving as General Counsel, Vale Canada Limited. Prior to joining Vale,
Mark was a corporate lawyer at Smith Lyons law firm in Toronto, Canada.
He holds a Bachelor of Arts (Honours) from the University of Western Ontario and a Joint Master of
Business Administration and Bachelor of Laws Degree from York University’s Osgoode Hall Law School
in Toronto, Canada.
Claudio Alves
Director, Strategy, Mineral Exploration and New Business
Claudio Alves was appointed Vale’s Director for Strategy, Mineral Exploration and New Business in June 2020. Previously, the executive held the position of Director of Strategy since 2019.
Claudio joined the company as a trainee in 1992 and took on several leadership positions in Brazil, Japan, Belgium and Singapore. Most of his career was dedicated to Vale’s Ferrous business, and among other positions he was the Head of Vale’s Pelletizing and Manganese Business for 2 years, as well as the Chief Commercial Officer of Iron Ore for 5 years. The executive was also a leading figure in the transformation of the global iron ore industry after 2010. Claudio also serves on the boards of MRS Logística as a chairman and of Companhia Siderúrgica do Pecem (CSP).
Claudio holds a bachelor’s degree in Production Engineering from Universidade Federal do Rio de Janeiro (UFRJ) and a MBA from Universidade de São Paulo (USP). He also took specialization programs in Strategic Marketing from Darden School of Business, in the United States and in Industrial Marketing from Institut Européen d'Administration des Affaires (INSEAD) in France.
