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Board of Directors and Leadership

Our model of governance aims to establish the principles of clearly-defined roles, transparency and stability that guide our actions.​

The general guidelines and policies that guide our business are established by the Board of Directors, which monitors the implementation of these initiatives through reports from the Executive Directors. The Board receives advice from technical and consulting committees, as follow.​

The Fiscal Council is a permanent functioning body.

Gráfico da Assembléia Geral Gráfico da Assembléia Geral

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, five statutory advisory committees. They also count on a non-statutory advisory committee, the Nomination Committee, 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 Profile

Gráfico do Conselho de Administração Gráfico do Conselho de Administração

Get to know who is part of Vale's Board of Directors and their main experiences and qualifications.​

As of April, 2020

José Mauricio Pereira Coelho

Chairman

Higher Education: Graduate specialization in Governance (2004, FGV-RJ); MBA in Finance and Capital Markets (1999, FGV-RJ); Degree in Accounting Sciences (1990, UNIGRANRIO).


Skills, Knowledge and Expertise

  • Experience and technical knowledge in Corporate Finance and Investor Relations; served for 2 years as a vice-CEO for those areas at Banco do Brasil S.A;
  • Experience in M&A, Governance and Strategic Planning, acquired over the years when acting as an Executive Manager in the Security Directorate, Capital Markets Director and Finance Director of Banco do Brasil S.A. 
  • CEO at Previ, his actions include focus on improved management and promotion of practices within the Previ Code of Corporate Governance.
  • Wide experience in boards of directors and advisory committees in several publicly held corporations and other institutions. 
  • Wide experience in boards of directors of listed companies in B3 (Novo Mercado); He was board member in 4 companies listed in B3
Corporate Governance 
Communications Experience
Strategy and Innovation 
Financial / Accounting Experience
People / Talent Management 

Current experience

  • CEO of Previ – Banco do Brasil Employee Pension Fund (July 2018 to date)
  • Director of Ultrapar (April 2015 to date)
  • Chairman of the Abrapp’s Decisionmaking Council (September 2018 to date Past experience

Past experience

  • Chief Executive Officer of Banco do Brasil (“BB”) Seguridade Participações S.A. (January 2017- July 2018)
  • Vice-C.F.O. and Investor Relations, Banco do Brasil S.A. (February 2015-January 2017)
  • Finance Director, Banco do Brasil S.A. (2012-2015)
  • Capital Markets Director, Banco do Brasil S.A. (2009-2012)
  • Executive Manager for Security Management, Banco do Brasil S.A. (2007-2009) 

Other relevant information

Experience in other companies: Cielo S.A – Board of Directors; IRB Brasil RE - Board of Directors; BB Mapfre SH1 Participações S.A. – Board of Directors; Mapfre BB SH2 Participações S.A. – Board of Directors; CNSeg – Board of Director; Fenaseg – Board of Directors; BB AG – BB Aktiengesellschaft Viena – Board of Directors; BB Securities LLC (New York) – Board of Directors; BB Securities Asia Pte. Ltda. (Singapura) – Board of Directors; BB Securities Limited (Londres) – Board of Directors; Cosern – Cia Energética do RN – Board of Directors; Celpe – Cia Energética de Pernambuco – Board of Directors; Coelba – Cia de Eletricidade da Bahia – Board of Directors.

Fernando Jorge Buso Gomes

Vice Chairman

Higher Education: Degree in Economic Sciences in 1979.


Skills, Knowledge and Expertise Professional Practice Areas:

  • Planning of Complex Financial Strategies 
  • Merger and Acquisition of Companies.  
  • Capital Markets  
  • Relationship with Shareholders and Stakeholders 
  • Team Formation and Management 
  • Performance on Boards of Directors
  • Business Strategy
Corporate Governance 
Sustentabilidade/ESG 
Strategy and Innovation
Financial / Accounting 
People / Talent Management 

Current experience

  • CEO and Investor Relations Officer of Bradespar S.A. (May 2015 to date)
  • Vice-Chairman of the Board of Directors of Vale S.A. (January 2017)
  • Vice-Chairman of the Board of Directors of Bradespar S.A. (April 2018)

Past experience

Professional Practice Areas:

  • He began his career in 1978, at Banco Chase Manhattan, where he had worked until October 1997, in various positions in the areas of Corporate Finance, Merchant Banking and Capital Markets, among others.
  • In August 1999, he took over BBV Bank’s Capital Markets 
  • In July 2003, he was elected department director of Banco Bradesco S.A
  • In 2007 he was elected director of Banco Bradesco BBI, with responsibilities in the Investment Banking area.
  • As of 2011, he started to manage Grupo Bradesco’s activity and Private Equity Funds.
  • In April 2015, he took up the position as a member of the Board of Directors of Vale S.A
  • In May 2015, he took up the position as the CEO of Bradespar S/A.
  • In January 2017 he took up the position as the Vice-Chairman of the Board of Directors of VALE.
  • In January 2018, he took up the position as the Vice-Chairman of the Board of Directors of Bradespar S.A..
  • He had previously served as a Director at the following companies: CPFL Renovaveis, Sete Brasil, Br Towers, Grupo SMR, Brennad Cimentos.
  • CEO at Antares Holdings Ltda, sociedade holding (April 2015 – Abril 2017) • CEO at Brumado Holdings Ltda (April 2015 – Abril 2017)
  • Director at Millennium Security Holdings Corp, sociedade holding
  • Member of Investment Committee at Fundo de Investimento at Participation Probes (May 2011- Abril 2015)

Eduardo de Oliveira Rodrigues Filho

Higher Education: Degree in Civil Engineering from PUC-Rio; graduate in Transport Planning from the University of Westminster.


Skills, Knowledge and Expertise

33-year experience in mining with national and international experience in strategy, negotiation and logistics, chiefly in the iron ore and nickel areas.

Mining / Operations 
International Experience
Logistics 
Strategy and Innovation  
Financial / Accounting Experience

Current experience

  • Managing Partner at CWH Consultoria Empresarial (2008 to date) 
  • Member of the Board of Directors of Vale, with participation in the Financial Committee and Sustainability

Past experience

  • Alternate Member of the Board of Directors of Valepar S.A. (2008- 2012)
  • Director – Rio Tinto Brasil (1995- 2007) 
  • Commercial Manager - MBR - Minerações Brasileiras Reunidas S.A. (1985-1995)

Other relevant information

  • Conflict resolution skills, good understanding of finances, corporate governance, institutional relations and communications

Isabella Saboya

Higher Education: BSc in Economics – PUC RIO.


Skills, Knowledge and Expertise

  • Specialist in Corporate Governance and Capital Markets
  • An IBGC Certified Member of Board of Directors  
  • CFA AIMR License No. 699509
  • ANBID – CPA 20  
  • Registered with the CVM as a Portfolio Manager
Corporate Governance
Risk Management Expertise
Financial / Accounting Experience

Current experience

  • Member of the Board of Directors of Vale (October 2017 to date)  
  • Member of the Board of Directors of Wiz Soluções (formerly FPC PAR Corretora de Seguros SA), coordinator of the Related Parties Committee, member of the Personnel Committee (October 2015 to date)
  • Member of the B3 State Government Governance Market Advisory Chamber (August 2017 to date)
  • Member of the Abrapp/Sindapp/ ICSS Board of Self-Regulation in Investment Governance (December 2016 to date)
  • Member of the Board of Directors at IBGC and Coordinator of the Audit Committee (2016-2019) 
  • Member of the Board of Directors at IBGC - 2006 and associated since May 2004 
  • Member of the AMEC Working Group to prepare and monitor the Stewardship Code (November 2015 to date) 

Past experience

  • Member of the Board of Directors of Br Malls SA and Coordinator of the Audit Committee (May 2016-March 2017)
  • Partner at Jardim Botânico Investimentos (January 2009-February 2015)
  • Partner at Investidor Profissional (September 2001-April 2009)
  • Member of the Board of Directors of Mills SA (January 2009-May 2009)
  • Member of the Board of Directors of Casashow SA (2008-2009)

Other relevant information

Corporate Valuation - Prof. Aswath Damodaran of NYU - Stern; Corporate Law and Capital Markets - FGV-Rio Continued Education Program; Audit Committee - IBGC; Future Vision: Corporate Ethics, Management and Governance of a 21st Century Successful Organization - Prof. Alexandre Di Miceli da Silveira; Leadership in the Board of Director Course: Workshop for CEOs – IBGC, Mediation Training Program - Instituto Mediare, Rio de Janeiro.

José Luciano Duarte Penido

Higher Education: Graduate in Mining Engineering from the School of Engineering of Universidade Federal de Minas Gerais, 1970.


Skills, Knowledge and Expertise

  • 33-year experience in Mining and Steel Making (iron and manganese ores), mineral research activities, mining operations, and in ore processing, engineering and implementation of industrial mining and pelletizing projects
  • 15-year experience in the Planted Forests, Pulp and Paper Industry 
  • Corporate Governance and Senior Management of companies from different industries, having acted as both CEO and Chairman for the past 27 years.
  • Long professional history in Sustainability and ESG (Environment, Social and Governance), with a leading role in Brazil and internationally, in socio-environmental management of territories, relationship with stakeholders (communities and NGOs), mitigation and adaptation to climate change, chiefly in relation to forests and Agriculture.
Mining / Operations 
Corporate Governance 
Sustainability / ESG
Strategy and Innovation  
People / Talent Management

Current experience

Independent Member of the Boards of Directors of Copersucar (since 2013) and Algar S.A. (since 2016).

Past experience

  • Chairman of the Board of Directors of Fibria Celulose (2009 to 2018)
  • Member of the Board of Directors of Banco Santander Brasil (2017-April 2019) and independent member in Química Amparo Ypê (from 2013 until Dec/2019)
  • CEO of VCP – Votorantim Celulose e Papel (2004-2008)
  • CEO of Samarco Mineração (1992- 2003)  

Other relevant information

  • He was a member of the Decisionmaking Council of Instituto Ethos.  
  • He was a member of the Board of Trustees of FDC - Fundação Dom Cabral
  • He was a member of the Executive Committee of the World Business Council for Sustainable Development (WBCSD) 
  • He was the Chairman of the Decisionmaking Council of IBÁ - Indústria Brasileira de Árvores.
  • He is a member of the Strategic Group of Coalizao Brasil Clima Florestas E Agricultura (Brazilian Coalition on Climate, Forests and Agriculture).
  • He is a member of the Board of Trustees of the NGO Rede Cidadã

Marcel Juviniano Barros

Higher Education: Degree in History from FESB - Bragança Paulista SP.


Skills, Knowledge and Expertise:

  • Experience in wage negotiations and people management.
  • International experience in the formation and organization of the Global Union (World Union) and as a member of the Board of Directors of PRI (Principles for Responsible Investment)
  • C-level since 2012, with pension fund’s fund management.
International Experience 
Logistics  
Sustainability / ESG
Strategy and Innovation 
People / Talent Management 

Current experience

  • Security Director of PREVI - Pension Fund for Banco do Brasil Employees, since June 2012 
  • Board of Directors of VALE since November 2012

Past experience

  • Director of UN-PRI (Principles for Responsible Investments) (2013- 2017)
  • Effective member of the Board of Directors of Valepar (2012-2017)

Other relevant information

  • Coordinator of global union network - Global Union 
  • National wage negotiation coordinator at Banco do Brasil.

Marcelo Gasparino da Silva

Higher Education: Degree in Law from Universidade Federal de Santa Catarina – UFSC, in 1995, and specialized degree in Tax Administration from Fundação ESAG – ÚNICA, in 2000.


Skills, Knowledge and Expertise

Mining / Operations  
Logistics
Corporate Governance 
Risk Management Expertise
Strategy and Innovation

Current experience

  • Member of Fiscal Council of Petróleo do Brasileiro S.A. – Petrobras since April 2019;
  • Member of the Board of Directors of Companhia Energética de Minas Gerais – CEMIG since 2019;
  • Chairman of the Board of Directors of ETERNIT S.A. since April 2018.  

Past experience

  • Member of the Board of Directors of Centrais Elétricas Brasileiras de Santa Catarina – CELESC, (April 2018 – April 2019); 
  • Member of Fiscal Council of Petróleo do Brasileiro S.A. – Petrobras (April 2017 – April 2018);
  • Member of the Board of Directors of Battistella S.A, (April 2016 – April 2017);
  • Member of the Board of Directors of Eletrobras (April 2016 – April 2017);  
  • Independent Member of the Boards of Directors of AES Eletropaulo (April 2016 – April 2018);
  • Member of the Board of Directors of Usiminas, (April 2015 – April 2016);
  • Member of the Board of Directors of Bradespar, (April 2015 – April 2016).

Murilo Cesar Lemos dos Santos Passos

Higher Education: Degree in Chemical Engineering from Universidade Federal do Rio de Janeiro (1971).


Skills, Knowledge and Expertise

Mining / Operations
Logistics  
Corporate Governance
Sustainability / ESG 
Financial / Accounting Experience 

Current experience

  • Chairman of the Board of Directors of Tegma Gestão e Logística S.A.
  • Member of the Board of Directors of Odontoprev S.A., São Martinho S.A., IPLF Holding S/A and Suzano Holding S.A.
  • Member of the Management Committee of Suzano Holding S.A.
  • Member of the Board of Directors of Ecofuturo Institute - Future for Sustainable Development, and of Fundação Nacional da Qualidade.

Past experience

  • Chairman of the Board of Directors at CPFL Energia.
  • Charmain of Board of Directors at Camil, Brasil Argo and CCR.
  • CEO of Suzano Papel e Celulose SA
  • Superintendent Director at Bahia Sul Celulose SA and Nipo-Brasileira SA – Cenibras Florestas do Rio Doce SA.  
  • Between the 1970s and 1990s he worked at Vale in several divisions, such as environment, metallurgy and forest products
  • Member of the Board of Directors of the companies: Florestas Rio Doce S.A .; Alunorte - Alumina do Norte do Brasil S.A .; Aluvale - Vale do Rio Doce Alumínio S.A .; Itabira Internacional Co. Ltda; Bahia Sul Celulose S.A .; Mineração Rio do Norte S.A .; Rio Capim Química S.A.; Usiminas S.A. and Companhia Siderúrgica de Tubarão.

Oscar Augusto de Camargo Filho

Higher Education: Degree in Law – Universidade de São Paulo; Graduate in Marketing – Cambridge, England.


Skills, Knowledge and Expertise

Over 40-years experience in senior management positions (executive board and board of directors) of mining companies in Brazil and Canada.

Mining / Operations
International Experience  
Logistics 
Strategy and Innovation 
People / Talent Management

Current experience

  • Member of the Board of Directors of Vale (2003 to date)  
  • Managing Partner of CWH Consultoria Empresarial  

Past experience

He had worked at Grupo Caemi from 1973 to 2003, a period in which he held several positions, including Commercial Director of MBR (iron ore) and Icomi (manganese ore), President of Caemi Internacional (trading), CEO of Caemi (holding) and Chairman of the Board of Directors of MRS Logística and Quebec Cartier Mining Co., Canada.

Roger Allan Downey

Higher Education: Degree in Business Administration from Australian National Business School, with a Master’s Degree in Business Administration from University of Western Australia.


Skills, Knowledge and Expertise

  • 35 years of professional experience, focused on mining and fertilisers
  • Experience in Investor Relations area.  
  • Experience in Mergers and Acquisitions.
  • Experience in Marketing and Sales area. 
Mining / Operations 
International Experience 
Logistics 
Risk Management Expertise
 
Strategy and Innovation
 

Current experience

Member of the Board of Directors and CEO at Fertimar S.A. (PrimaSea)

Past experience

  • Since October 2018, he has been a shareholder and a Member of the Board of Directors of Fertimar S. A. (PrimaSea), and has been the company’s CEO since February 2019. In May 2012, Roger rejoined Vale (where he had held the position of Strategic Marketing Manager between 2002 and 2005) as an Executive Director, having been responsible for the areas of Fertilizers, Coal and Strategy until June 2017. During that period, he accumulated the position of CEO at Vale Fertilizantes S.A.
  • CEO at MMX Mineração e Metálicos SA  
  • Mining & Steel Analysis Director at Credit Suisse
  • Marketing Manager at Rio Tinto in Australia and Brazil

Sandra Guerra

Higher Education: Master’s degree in Business Administration – FEA-USP.


Skills, Knowledge and Expertise

  • Specialist in Corporate Governance
  • An IBGC Certified Member of Board of Directors
  • Career developed as an executive, board director, chair of the board and consultant 
  • Participation in strategic planning processes and organizational restructuring
Corporate Governance 
Sustainability / ESG 
Communications Expertise 
Strategy and Innovation  
People / Talent Management

Current experience

  • Independent Full Member of the Board of Directors (since October 2017) of Vale
  • Member of the People and Governance Committee (since May 2019) of Vale
  • Member of the Governance, Operacional Excellence and Risk Committee Committee (November 2017-April 2019) of Vale
  • Accredited Mediator at CEDR – Centre for Effective Dispute Resolution, London
  • Founding Partner at Better Governance Consulting Services (since 2005), a consulting service company 

Past experience

  • Member of the Board of Directors (April 2015-April 2018) of Vix Logística S.A., a publicly-held logistics company;
  • Member of the Board of Directors of Global Reporting Initiative - GRI (from January 2017 until December 2019), an international organization in the sustainability industry; 
  • Member of the Board of Directors of Companhia Paranaense de Energia - Copel S.A. (October 2016-April 2017), a publicly-held energy company.
  • Chairman of the Board of Directors of the Brazilian Institute of Corporate Governance - IBGC, a non-profit institution (March 2012-March 2016).  
  • In 2000, she was part of the group bringing to Brazil the first Latin American initiative of the joint effort by OECD – Organization for Economic Cooperation and Development, World Bank and IFC – International Financial Corporation – to start a dialogue on CG policy in the region. 
  • Co-ordinator of the reference group of 14 companies in Latin American created by IFC and OECD. (2005-2012)  
  • Participation in the creation of the first Code of Best Practices in 1999, and its review in 2001,2009 and 2015.

Toshiya Asahi

Higher Education: Graduate in Metallurgical Engineering.

Skills, Knowledge and Expertise Trading and investment in the iron ore, aluminum, copper, nickel and kaolinite and petroleum coke area.


Mining / Operations 
International Experience 
Logistics
Strategy and Innovation
Financial / Accounting Experience

Current experience

Vice-CEO/Director – Mitsui & Co. (Brasil) S.A. (July 2015 to date)

Past experience

  • Deputy General Manager, New Metal & Aluminum Div. - Mitsui & Co., Ltd. (April 2014-July 2015) 
  • Assistant Executive, Secretariat Div., Mitsui & Co., Ltd. (April 2012-April 2014) General Manager Metal & Mineral Resources Div., Mitsui & Co., Ltd. (March 2009-March 2012) Other relevant information
  • Member of the Board of Directors of Vale (since October 2017) 
  • Member of the Board of Directors of Gaspetro (since October 2016)

Other relevant information

  • Member of the Board of Directors of Vale (since October 2017) 
  • Member of the Board of Directors of Gaspetro (since October 2016)

Lucio Azevedo

Academic Background: Mr. Lucio Azevedo has incomplete High School

Communication
Operational/Industrial
Logistics
People

He is a Member of the Board of Directors of Vale (since April 2015) and Employee of Vale S.A. (since 1985), holding the position of train driver, assigned to the Union of Workers in Railway Companies of the States of Maranhão, Pará and Tocantins.

Professional experience over the last five years

Chairman of the Union of Workers in Railway Companies of the States of Maranhão, Pará and Tocantins (since 2013), class entity.

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 Nomination Committee.

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.

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