Board activities in 2021
Due to the significant renewal of the board, a careful onboarding and teamworking process was carried out in 7 meetings; another 6 meetings were dedicated to the annual Strategic Planning cycle. The Board's activities, carried out in close proximity to executives, shareholders and society, took place in 23 meetings throughout the year. The Advisory Committees held one hundred and fourteen meetings aimed at analyzing matters within their mandate in greater depth and making recommendations to the Board. It is also important to highlight the first year of operation of the Innovation Committee, which discussed issues related to digital transformation, research and development, mineral research, new technologies and new products, with a focus on ensuring Vale’s competitiveness and sustainability.
The Board's supervision focuses on:
- Periodic monitoring of Vale's Integrated Global Risk Map;
- The evolution of tailings dam management, the management of structures in critical safety conditions and the progress of the Upstream Dams Decharacterization Program;
- The signing of the Integral Reparation Agreement for Brumadinho, in order to maintain the accelerated pace of reparation;
- The reparation in Mariana, led by the Renova Foundation, with acceleration of programs, particularly in terms of compensation and resettlement, but which still needs to move forward to restore the right to housing of many families. We have also followed the engagement in discussions with authorities to enable a new level of governance for the Foundation, with more efficient and definitive deliveries in the integral reparation process;
- Progress in Vale's cultural transformation to make it a safer, more innovative, diverse, equitable and inclusive Company – an organization that places value in collective learning and transforms the future of the industry, society and the planet;
- Initiatives for the safe resumption of production capacity and competitiveness in the iron ore business;
- Expansion of Vale’s high-quality product portfolio, with the launch of the green briquette and initiatives for the development of iron ore solutions in partnership with clients;
- Reorganization of the Base Metals business, which faced significant operational impacts with the workforce stoppage in Sudbury and with critical maintenance activities in Sossego and Salobo;
- Changes in the Executive Board, with the creation of Executive Vice-Presidencies for Sustainability and Strategy and Business Transformation, and appointment of new executives, with emphasis on the Base Metals unit, which is now led by a woman, bringing gender and ethnic-racial diversity;
- Divestment of non-core assets, such as the coal operation in Mozambique and the stakes in the companies Mosaic and California Steel Industries.
The Board has started a broad review of the company's Policies, beginning with a policy dedicated to the Guidelines for the Preparation of Corporate Policies (in matters assigned to the Board) and delegating certain matters to Administrative Policies (assigned to the Executive Board). Among the policies already updated, I highlight the Management of Companies and Entities of the Group, as well as the Consequence Management.
Learn more about the Board’s activities here.
Board of Directors
Our Board of Directors sets general guidelines and policies for our business and monitors the implementation of those guidelines and policies by our executive officers. Our bylaws provide for a Board of Directors consisting of a minimum of 11 to 13 members, who will have a unified term of two years, and reelection is allowed.
The Board of Directors has, on a permanent basis, seven statutory advisory committees. They also count on a non-statutory advisory committee, the Nomination Committee, currently installed:
In 2019, following the Brumadinho dam rupture, Vale’s Board of Directors created Independent Extraordinary Advisory Committees (CIAEs), composed of external, independent, reputable and experienced experts. In 2020, the CIAEs of Investigation and Support and Reparation delivered their final reports and were discontinued, while the CIAE for Dam Safety was continued for another year, being discontinued in April 2021.
Learn more about the Independent Extraordinary Advisory Committees here
Board of directors selection process
The Board of Directors, together with the Nomination Committee and specialized international consultancies, have updated the important qualifications and experience that should be represented on the Board as whole, in light of Vale’s business strategy and future needs. Among the elements that were considered in defining the new competence matrix here:
| Administrative Skills |
Functional Skills |
Sectorial Skills |
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Relevant executive experience as CEO Previous successful experience as CEO of large organizations for a relevant period of time. |
Risk & Safety Management in industries with risk profile compatible with Vale’s Relevant experience and knowledge in risk and safety management in organizations with risk profile compatible with Vale’s. |
Mining Relevant experience and knowledge of the mining industry, with preference for the iron ore business. |
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Extensive knowledge of the current business environment in Asia Relevant experience and knowledge of current business environment in Asia, preferably in Vale’s area of operation and preferably based in China. |
Operations Management focused on the adoption of global best practices Relevant experience and knowledge in operational excellence, preferably in capital-intensive industries |
Steel Industry Relevant experience and knowledge of the steel and metals industry and its value creation drivers. |
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Extensive knowledge of institutional relations, government and regulatory Relevant experience and knowledge in working with Government and Regulators |
Talent & Cultural Transformation Relevant experience and knowledge related to cultural transformation in large organizations, with experience in talent management, including compensation, and in alignment of interest between the management and company’ stakeholders. |
Global Supply Chain Logistics Relevant experience and knowledge in the management and optimization of logistics chains preferably longdistance. |
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Knowledge about Vale, current and historical context Relevant experience and knowledge about Vale’s history, current context, and challenges. |
Business Innovation Relevant experience and knowledge in innovation areas at Vale’s businesses, across Vale’s value chain and adjacent areas. |
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Sustainability & ESG Relevant experience and knowledge in the socioenvironmental and governance areas, including Compliance, preferably in the natural resources industry. Experience in Community relations required. |
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Finance & Portfolio with value orientation and accountability for performance Experiência e conhecimento relevantes nas áreas de finanças corporativas e gestão de portfólio de ativos em empresas de grande porte |
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Digital Transformation in B2B/Transformation industry Relevant experience and knowledge in the areas of corporate finance and asset portfolio in large companies. |
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Commercial and Trading Understanding of the competitive environment, the company’s current and developing businesses, and industry trends. |
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Administrative Skills, Functional Skills and Sectorial Skills
| Administrative Skills |
Functional Skills |
Sectorial Skills |
|
Relevant executive experience as CEO Previous successful experience as CEO of large organizations for a relevant period of time. |
Risk & Safety Management in industries with risk profile compatible with Vale’s Relevant experience and knowledge in risk and safety management in organizations with risk profile compatible with Vale’s. |
Mining Relevant experience and knowledge of the mining industry, with preference for the iron ore business. |
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Extensive knowledge of the current business environment in Asia Relevant experience and knowledge of current business environment in Asia, preferably in Vale’s area of operation and preferably based in China. |
Operations Management focused on the adoption of global best practices Relevant experience and knowledge in operational excellence, preferably in capital-intensive industries |
Steel Industry Relevant experience and knowledge of the steel and metals industry and its value creation drivers. |
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Extensive knowledge of institutional relations, government and regulatory Relevant experience and knowledge in working with Government and Regulators |
Talent & Cultural Transformation Relevant experience and knowledge related to cultural transformation in large organizations, with experience in talent management, including compensation, and in alignment of interest between the management and company’ stakeholders. |
Global Supply Chain Logistics Relevant experience and knowledge in the management and optimization of logistics chains preferably longdistance. |
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Knowledge about Vale, current and historical context Relevant experience and knowledge about Vale’s history, current context, and challenges. |
Business Innovation Relevant experience and knowledge in innovation areas at Vale’s businesses, across Vale’s value chain and adjacent areas. |
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Sustainability & ESG Relevant experience and knowledge in the socioenvironmental and governance areas, including Compliance, preferably in the natural resources industry. Experience in Community relations required. |
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Finance & Portfolio with value orientation and accountability for performance Experiência e conhecimento relevantes nas áreas de finanças corporativas e gestão de portfólio de ativos em empresas de grande porte |
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Digital Transformation in B2B/Transformation industry Relevant experience and knowledge in the areas of corporate finance and asset portfolio in large companies. |
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Commercial and Trading Understanding of the competitive environment, the company’s current and developing businesses, and industry trends. |
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Nomination Committee
Vale believes enhancing corporate governance practices will help to improve its operations and compete more effectively. In this sense, an optimization of the governance structure is proposed, such as the establishment of the Audit Committee and the Nomination Committee.
The Nomination Committee worked closely with key governance stakeholders and international consulting firms, considering the level of independence, board structure, size, and diversity parameters. These criteria are essential in defining the nominees for the Board of Directors. Also, the Nomination Committee looked for benchmarks in the best practices of national and international players and further deepened the understanding of institutional investors’ perspectives on these topics.
For more information, access the Nomination Committee’s Final Report.
Board Assessment
The Board acknowledges that a robust and constructive assessment process is an essential component of good corporate governance and Board effectiveness.
The Board of Directors has adopted the practice of executing an annual performance assessment, with the support of the People, Compensation and Governance Committee for analysis and recommendation of the evaluation methodology, including any improvements, with an intermediate assessment covering only those aspects identified as susceptible to improvement in the previous assessment.
The Advisory Committees (excluding the Extraordinary Independent Advisory Committees) also conduct a biannual performance assessment, the results of which are brought to the attention of the Board of Directors.
Board members are assessed individually every year, and the consolidated results of the assessments are brought to the attention of the Board, while the individual results are shared with the Chairman of the Board for further feedback discussion with each board member.
In 2019 and 2020, with the support of the People, Compensation and Governance Committee, Vale hired specialized external consulting firm to conduct the assessment and develop the assessment process of the effectiveness of the Board of Directors and the Advisory Committees (excluding the Independent Extraordinary Advisory Committee), as collegiate bodies, and, individually, of their members, including the Chairman of the Board of Directors.
The scope of the assessment of Board members includes aspects such as the contribution made, participation and engagement, skills, and personal profile. The results are shared with the Chairman of the Board, and each board member has had a feedback session with the Chairman of the Board and/or the consulting firm.
| Annual evaluation components and processes |
| 1. Specialized external consultant |
Develop and conduct the assessment process |
| 2. Questionnaire |
Directors provide feedback regarding:
- Board mandate execution based on roles and responsibilities;
- Structure and composition of the Board of Directors and Board Committees based on behaviors and skills;
- Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
- Dynamics of the Board of Directors based on interaction between counselors and managers;
- Processes and support structures.
For the Board’s assessment, the directors and executive officers provide their insights on:
- Board mandate execution, based on roles and responsibilities;
- Structure and composition of the Board of Directors and Board Committees, based on behaviors and skills;
- Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
- Dynamics of the Board of Directors, based on interaction between Board members and executive officers;
- Processes and supporting structures
For the Board Committees’ assessment, feedback was provided by each Committee member, by the other Board members and by the executive officers, considering the same dimensions as above. For the Board members’ assessment, each member performed his/her self-assessment and was evaluated by the peers, considering the following dimensions:
- Contributions
- Participation and Engagement
- Skills and Individual profile
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| 3. Individual Interviews |
Conducted by the consulting firm with directors and executive officers |
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and Advisory Committees and compare results to national and international benchmarks, identify their level of development, as well as analyze the evolution, in comparison to the previous assessment. |
| 5. Feedback Incorporated |
Based on the assessment results for the collegiate bodies, an action plan is defined and changes in practices or procedures are considered and implemented, if applicable, for the evolution of the collegiate and individual performance. Board members’ feedback with the Chairman and/or external consultants. |
Annual evaluation components and processes
| Annual evaluation components and processes |
| 1. Specialized external consultant |
Develop and conduct the assessment process |
| 2. Questionnaire |
Directors provide feedback regarding:
- Board mandate execution based on roles and responsibilities;
- Structure and composition of the Board of Directors and Board Committees based on behaviors and skills;
- Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
- Dynamics of the Board of Directors based on interaction between counselors and managers;
- Processes and support structures.
For the Board’s assessment, the directors and executive officers provide their insights on:
- Board mandate execution, based on roles and responsibilities;
- Structure and composition of the Board of Directors and Board Committees, based on behaviors and skills;
- Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
- Dynamics of the Board of Directors, based on interaction between Board members and executive officers;
- Processes and supporting structures
For the Board Committees’ assessment, feedback was provided by each Committee member, by the other Board members and by the executive officers, considering the same dimensions as above. For the Board members’ assessment, each member performed his/her self-assessment and was evaluated by the peers, considering the following dimensions:
- Contributions
- Participation and Engagement
- Skills and Individual profile
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| 3. Individual Interviews |
Conducted by the consulting firm with directors and executive officers |
| 4. Analysis |
Evaluate the effectiveness of the Board of Directors and Advisory Committees and compare results to national and international benchmarks, identify their level of development, as well as analyze the evolution, in comparison to the previous assessment. |
Results of the 2020 Intermediate Assessment
The 2020 intermediate assessment was carried out by the Board in the last quarter of the year. Among the results obtained, the following are worth mentioning:
Main opportunities for improvement:
Learn more about the Board Assessment process and the results of the 2020 mid-term evaluation here
Board Committees
The Board Committees advise the Board of Directors, including proposing improvements related to their areas of operation. In order to give greater efficiency and quality to the decisions, the Board ensures the Company's activities are conducted in accordance with laws, ethics and internal controls.
Board oversight:
The Board deliberates on strategic guidelines and plans, monitors and evaluates Vale’s economic and financial performance, analyses its corporate and financial risk policies, elects and evaluates the Executive Officers.
Committees:
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Audit: Oversees the quality of financial statements, internal controls, compliance, integrity and risk management.
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People, Compensation and Governance: Evaluates and recommends corporate governance practices, compensation metrics, and board nomination.
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Operacional Excellence and Risk: Monitors internal controls systems and practices, ensures compliance with all requirements
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Finance: Oversees the capital structure, annual budget and funding, mergers and acquisitions, capital projects and shareholder remuneration.
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Sustainability: Evaluates the sustainability strategy ensuring that it is being implemented into the overall strategy.
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Nomination : evaluates and recommends adjustments to the best corporate governance practices in relation to the structure, size and composition of the Board of Directors.
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Innovation: review and recommend issues related to Digital Transformation, Research, Development and Innovation and its approach in the Company's strategic planning, evaluating, complementing and suggesting changes in the Company's strategies, monitoring their respective implementation.
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Audit: Oversees the quality of financial statements, internal controls, compliance, integrity and risk management.
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Personnel and Governance: Evaluates and recommends corporate governance practices, compensation metrics, and board nomination.
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Operacional Excellence and Risk Committee: Monitors internal controls systems and practices, ensures compliance with all requirements
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Finance: Oversees the capital structure, annual budget and funding, mergers and acquisitions, capital projects and shareholder remuneration.
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Sustainability: Evaluates the sustainability strategy ensuring that it is being implemented into the overall strategy.
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Nomination : evaluates and recommends adjustments to the best corporate governance practices in relation to the structure, size and composition of the Board of Directors.
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Innovation: review and recommend issues related to Digital Transformation, Research, Development and Innovation and its approach in the Company's strategic planning, evaluating, complementing and suggesting changes in the Company's strategies, monitoring their respective implementation.
Board oversight:
The Board deliberates on strategic guidelines and plans, monitors and evaluates Vale’s economic and financial performance, analyses its corporate and financial risk policies, elects and evaluates the Executive Officers.
Committees:
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Audit: Oversees the quality of financial statements, internal controls, compliance, integrity and risk management.
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Personnel and Governance: Evaluates and recommends corporate governance practices, compensation metrics, and board nomination.
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Operacional Excellence and Risk Committee: Monitors internal controls systems and practices, ensures compliance with all requirements
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Finance: Oversees the capital structure, annual budget and funding, mergers and acquisitions, capital projects and shareholder remuneration.
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Sustainability: Evaluates the sustainability strategy ensuring that it is being implemented into the overall strategy.
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Nomination :
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Management: The executive officers are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.
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Audit: Oversees the quality of financial statements, internal controls, compliance, integrity and risk management.
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Personnel and Governance: Evaluates and recommends corporate governance practices, compensation metrics, and board nomination.
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Operacional Excellence and Risk Committee: Monitors internal controls systems and practices, ensures compliance with all requirements
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Finance: Oversees the capital structure, annual budget and funding, mergers and acquisitions, capital projects and shareholder remuneration.
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Sustainability: Evaluates the sustainability strategy ensuring that it is being implemented into the overall strategy.
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Nomination :
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Management: The executive officers are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.
Management
The executive officers are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.
Management
he executive officers are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.
Audit
- Number of meetings: 33
- Participation rate: 99.8%
Activities:
- Monitoring of recommendations of the Extraordinary Independent Advisory Committee for Investigation (“CIAE-Investigation”) and the implementation of action plans together with the Operational Excellence and Risk Committee and the Audit and Compliance Department.
- Review of quarterly and annual financial information for 2021 and other regulatory documents from Vale.
- Periodic discussions with External Auditors on the principal aspects observed during the Company's audit work.
- Monitoring the processes of analysis of provisions, legal contingencies, and contingencies related to the Samarco accident and the Brumadinho dam failure.
- Review of the Policy on Transactions with Related Parties and Conflict of Interest, due to the end of the Shareholders' Agreement in November 2020, and quarterly monitoring of transactions with related parties.
- Monitoring of the Company's correspondence and interactions with capital market regulatory bodies (SEC, CVM and B3).
- Periodic monitoring, together with the Audit and Compliance Department, of the flow of receipt and of the investigation protocol of complaints from the Whistleblower Channel, of the procedures related to corporate integrity and of the progress of Internal Audits.
- Approval of the Consequences Management Policy and Internal Regulations from the Conduct and Integrity Committee together with the for People, Compensation, and Governance Committee.
- Monitoring of progress made with regards to testing and controls for SOx certification, the development of the Integrated Risk Map, as well as the implementation of Vale's Risk Management System (Bwise)
- Monitoring Structuring Projects for Information Security, Contract Management, and the Systemic Action Plan for Security and Maintenance Issues.
- Monitoring of the Program for the Merger and Dissolution of Companies and the Divestment Program.
Finance
- Number of meetings: 22
- Participation rate: 96.5%
Activities:
- Monitoring of the main financial indicators related to the Company's businesses and segments, including cash, capital allocation, risk investments and financial risk map.
- Monitoring of expenses related to the Covid 19 pandemic, Brumadinho, Legacy Projects and Renova Foundation from a financial perspective.
- Review of quarterly and annual financial information and other regulatory documents from Vale, in addition to monitoring the Company's budget performance.
- Monitoring of the main business initiatives from a financial point of view in accordance with the Strategic Planning approved by the Board of Directors.
- Monitoring of portfolio simplification with divestments of non-core assets.
- Analysis, recommendation and monitoring of Share Buyback Programs, Dividends, Hedge and Trade.
- Review of Disclosure of Information and Securities Trading Policy
Sustainability
- Number of meetings: 17
- Participation rate: 98.7%
Activities:
- Analyzed issues related to sustainability, socio-environmental strategies, mineral research and new technologies, the climate change agenda and issues with social aspects;
- Evaluated Vale’s performance and monitored indicators in relation to sustainability aspects, and also monitored the Integrated Risk Map (monitoring Executive Committee on Sustainability and Reputation Risks);
- Assessed and advised on policies within its competence, positioning and communication strategy and Vale reputation related to its performance in the areas of safety, human rights, environment, health, relationship (social dialogue) with communities and other stakeholders, institutional relationships (Government and with Priority Entities), recognition of local talent. In addition, it proposed guidelines and recommended the approval of the Integrated Report and accompanied the Journey to the DJSI (2021 results);
- Assessed, within its competence, the proposals for donations, as well as the follow-up, jointly with the Board of Directors, of non-mandatory expenses related to the subjects of its attribution;
- Continued the work in monitoring the reparation actions related to Mariana (Renova Foundation) and Brumadinho, ensuring the application of the guidelines established by the Extraordinary Independent Advisory Committee on Support and Reparation (“CIAE-AR”) and demanding measures in the direction of the agility of the completion of all projects and compensation to those affected by the Mariana Disaster, in addition to having met five times with the Special Directorate for Reparation and Development;
- Accompanied the following projects: Legacies, Mine Closure, Mineral Exploration Greenfield; By-products / Tailings Reuse, Dam Decharacterization;
- Emphasizing the agenda “Vale Carbon Neutral Strategy” and the protection, restoration and contribution to neutrality (zero carbon) by 2050, the Committee delved into the topic of forestry investment strategy, holding specific sessions to address issues such as action in protected areas by Vale, 2030 forestry goal, possibilities and alternatives for carbon offsets;
- Monitoring Vale's participation in COP-26;
- In the same vein, the coordinator of the WWF's project to develop planted forests integrated into the landscape was received as an external guest, who gave a presentation on the partnership programs in this area that are being developed between this NGO and companies, including in Brazil;
- In addition, the Committee had on its agenda literacy in Diversity, Equity and Inclusion (DE&I) and Ethical-Racial Literacy with presentations given by the Board and Committee member Rachel Maia, having as guests in the sessions the Executive Officers of People and Sustainability.
People, Compensation and Governance
- Number of meetings: 19
- Participation rate: 94.8%
Activities:
- Discussions and monitoring of the “Cultural Transformation”, “Talent Management” and “Promotion of Diversity, Equity & Inclusion” projects, mainly in strengthening the culture and communication related to the ESG approach at Vale.
- Approval/Update of the CEO and Executive Board Succession Plan.
- Assessment of the Executive Board's Performance.
- Monitoring the variable compensation bonus panel for 2021 and setting targets for 2022 for the CEO and Executive Officers.
- Discussion of management compensation policies and governance bodies.
- Project aimed at improving the Company's governance model.
- Development and review of Policies considered a priority for the Company, such as: Policy for Preparing and Publishing Policies, Management Policy for the Vale Group's Companies and Entities, Risk Management Policy, Delegation of Authority Policy, Disclosure of Information and Securities Trading Policy, Consequence Management Policy, and the Internal Audit Internal Regulation.
- Development of Non-Operated JV Projects
Operacional Excellence and Risk Committee
- Number of meetings: 17
- Participation rate: 100%
Activities:
- Monitoring of the main risk mitigation, crisis management, and business continuity plans based on the Risk Matrix and the Integrated Global Risk Map.
- Continuation of interactions with CIAE-SB until April 2021 (when it was discontinued), aiming to further strengthen risk-related governance, reviewing and recommending publication of the CIAE-SB Report and monitoring the execution of the activities contained in the CIAE-SB recommendation guidelines.
- Monitoring of the Upstream Dam Decharacterization Program.
- Monitoring of progress made in implementing the tailings and dams management system (TDMS), and its alignment with the Global Industry Standard for Tailings Management (GISTM) standard.
- Analysis of the governance model and composition, attributions and achievements of the Independent Tailings Review Boards.
- Monitoring of the implementation and progress of VPS throughout the Company.
- Monitoring of topics related to geotechnics, health and safety
- Review of the Company's Risk Management Policy.
Nomination
- Number of meetings: 7
- Participation rate: 100%
Activities:
- Update of the Board of Directors' Critical Competencies Matrix
- Conducting the Board of Directors' self-assessment process in accordance with the updated Critical Competencies Matrix and related activities.
- Recommendation to the Board of nominees the Board of Directors.
- Recommendation to the Board of nominees for the positions of Chairman and Vice-Chairman of the Board of Directors.
- Presentation of other recommendations relating to the Board of Directors.
- Preparation of the Final Report of the Nominating Committee.
Innovation
- Number of meetings: 6
- Participation rate: 95.8%
Activities:
- Discussion of the Company's main initiatives centered on innovation, including mineral technology and the Carbon Agenda, with emphasis on PowerShift and Ecoshipping.
- Review approaches with regards to the construction of the Future Portfolio, Open Innovation, Corporate Venture Capital, Corporate Venture Builder, Partnerships, Joint Ventures and Corporate Strategy.
- Review of innovation programs aimed at Safety, presenting the Safety Transformation program and the Automation and Autonomous Operations Program, as well as New Products.
- Discussion about opportunities for synergy between Vale's Technological Development Centers, and expansion of hubs and projects for the dissemination of agile teams, digital transformation, and innovation in line with Vale's cultural transformation.
- Discussions with specialized consultancies on strategic innovation topics for the Company.
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.
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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.
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- 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.
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Audit committee Fiscal Council
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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.
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- 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.
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In addition to applicable Brazilian rules, Vale is required to comply with the audit committee rules under Rule 10A-3 under the U.S. Securities Exchange Act of 1934. Currently, Vale's Fiscal Council has certain additional powers to allow it to meet the requirements for exemption under paragraph (c)(3) of Rule 10A-3. With the establishment of its audit committee, Vale will rely on the audit committee to meet the exemption requirements under paragraph (c)(3) of Rule 10A-3, and the Fiscal Council will no longer have these expanded powers.
Get to know the Fiscal Council members:
Board of Executive Officers
The executive directors are the company’s legal representatives and are responsible for day-to-day operations and the implementation of the general policies and guidelines set forth by the Board of Directors. Vale by-laws provide for a minimum of six and a maximum of nine executive directors.
The Board of Directors appoints executive directors for three-year terms and may remove them at any time. According to Brazilian Corporate Law, executive directors must be resident in Brazil. The executive directors hold regular scheduled meetings on a bi-weekly basis and hold additional meetings when called for by any executive director.
The Board of Executive Officers, for its advice, has, on a permanent basis, six non-statutory, technical and advisory committees, called:
Meet the statutory members of Vale's Board of Executive Officers
Eduardo Bartolomeo
Chief Executive Officer
Eduardo Bartolomeo has been Vale's CEO since April 2019. With solid experience in bulk commodity operations, supply chain and business turnaround. Throughout his professional career, Bartolomeo has shown great ability to lead complex operations and establish a culture of operational excellence.
In his second tenure at Vale, Bartolomeo started as the Executive Director of Basic Metals in Canada from January 2018. His first tenure took place between 2004 and 2012, when his work for the Executive Department of Logistics Operations was well celebrated. There, he developed the Vale Production System (VPS), which together with investment in technology and professional qualification, resulted in significant gains for the company.
Bartolomeo also structured logistics to support Vale's operations in Africa and was one of the main negotiators that enabled Vale to obtain the sub-concession of the 720 km rail branch of the North-South railroad (FNS, Ferrovia Norte-Sul). His role in the negotiations was essential to create Valor da Logística Integrada (VLI), a general cargo transportation company, structured by Bartolomeo in December 2010. Today, VLI has 7.5 thousand employees and in 2017 achieved a turnover of R$4.5 billion.
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Alexandre Pereira
Executive Director for Global Business Support
Alexandre Pereira is the Executive Director of Global Business Support at Vale since August 2017. He is responsible for Information Technology, Procurement, Capital Projects, Energy, Security and Corporate Services in all lines of business where Vale operates.
With a passion for strategic thinking and transformations, Alexandre is a global and business- focused executive recognized for his dynamic and charismatic leadership, with strong capacity to engage multicultural teams. Entrepreneurship, pure challenge and general management are his career anchors, which contribute to his focus on innovation and his ability to deliver sustainable results under competitive and challenging circumstances.
Throughout his 26 years of professional experience, Alexandre has held a range of global executive positions and gained diverse knowledge bringing together regions into a global company and working with international initiatives, turnaround management, and large-scale projects.
Alexandre holds a degree in Mathematics and Computer Science from State University of Rio de Janeiro. He completed two postgraduate degrees in Business Management from Dom Cabral Foundation and Computer Networks from the Federal University of Espírito Santo. He also holds an MBA in Business from the University of São Paulo. He holds triple citizenship in Brazil, Canada and Portugal (EU).
Alexandre S. D’Ambrosio
Executive Officer for Corporate and External Affairs
Alexandre D´Ambrosio is the Executive Director of Corporate and External Affairs at Vale (since June 2022), where he also holds the positions of non-independent member of the Conduct and Integrity Committee (since March 2018) and the Executive Committee for Business Risks – Compliance (since August 2019), and has held the positions of Chief Legal Officer (from March 2021 to June 2022) and General Counsel (from March 2018 to March 2021). He also serves as Statutory Director of Vale International S.A., Member of the Board of Directors of PT Vale – Indonesia (since June 2018) and Member of the Board of Commissioners of PV Vale Indonesia. He was an alternate member of the Renova Foundation's Board of Trustees.
From 2016 to 2018, he was the Executive Vice President of Banco Santander (Brasil) S.A. He was also a member of the board of directors of Santander Security Services Ltda (“S3”). From 2003 to 2016, he was the Corporate Legal Director of the Votorantim group. He was a board member of Aracruz Celulose S.A. (later Fibria S.A.) from 2004 to 2013, of Cimentos Itambé S.A. from 2006 to 2016, and of Citrosuco S.A. from 2009 to 2016.
In the United States, where he remained from 1985 to 1996, he worked as an associate and partner in large law firms, in Washington, D.C. and New York, in the areas of international trade, mergers and acquisitions, project finance and cross-border finance. He obtained an LLB from the University of São Paulo Law School in 1984, an LLM from Harvard Law School in 1986, and the equivalent of a Juris Doctor degree from George Washington University’s National Law Center in 1989.
Carlos Medeiros
Executive Director for Safety and Operational Excellence
Carlos Medeiros is a senior executive with an outstanding international track record and proven capacity to manage large transformational projects. In June 2019, he was appointed to lead Vale’s Safety and Operational Excellence Executive Department, an area specially created to improve the company’s Safety and Risk Management, in line with its strategic pillars of safety, operational excellence and a reformulated pact with society.
Medeiros uses his in-depth knowledge of the lean manufacturing methodology – whose main aims are to optimize processes, continuously improve productivity and quality, and thereby boost competitiveness – to guarantee the safety and efficiency of the company’s operations. He was chosen in line with Vale’s commitment to follow world-class operational standards.
Gustavo Pimenta
Executive Director of Finance and Investor Relations
In the position of Executive Director of Finance and Investor Relations at Vale, Gustavo Pimenta worked for the previous 12 years at AES – for 3 years as global CFO. In addition to his roles as CFO in Brazil and abroad, he has already taken on roles as Planning and Strategy Director and Vice President of Performance and Services of the same company.
He led AES's global repositioning to a company focused on ESG and low carbon footprint and also participated in Diversity and Inclusion initiatives within the group. Earlier in his career, he worked as an Auditor at KPMG for 3 years and subsequently took over as Vice President of Strategy and M&A at Citibank in New York.
Member of several Boards of Directors of companies such as AES Gener in Chile and AES Clean Energy in the USA, he holds a degree in Economics from Federal University of Minas Gerais (UFMG) and a Master's degree in Finance and Economics from Getulio Vargas Foundation (FGV).
Luciano Siani Pires
Executive Director of Strategy and Business Transformation
Luciano Siani Pires is Executive Vice President of Strategy and Business Transformation, responsible for leading initiatives that position Vale for the future. He joined the company in 2008 and has held positions such as Global Strategy Director and Global Human Resources and Governance Director.
Prior to assuming his current role, he held the position of Executive Vice President of Finance and Investor Relations (CFO) from 2012 to 2021, where, for several years, he also led areas such as Shared Services, Procurement, Information Technology, Capital Projects and Vale Fertilizantes. He is also currently the Chairman of VLI, the second largest logistics provider in Brazil. He has extensive professional experience in the areas of Finance, Capital Markets and Strategic Planning, having held various executive positions at the Brazilian Development Bank (BNDES), as well as participation in Boards of Directors in companies such as The Mosaic Company, Suzano Papel e Celulose and the holding companies of Vale and Telemar (currently Oi). He was also a Consultant at McKinsey & Co. earlier in his career.
He holds a degree in mechanical engineering from the Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ) and received a master in business administration degree with distinction from New York University (Leonard N. Stern School of Business).
Marcello Spinelli
Executive Director, Iron Ore
Marcello Spinelli has been Vale's Executive Director for Ferrous since May 2019. He has built solid experience in integrated logistics operations throughout the nearly 10 years he has been at the forefront of the Value of Integrated Logistics (VLI) of intermodal transport in Brazil. At VLI, it conducted a cycle of robust investments in operating efficiency and company growth.
He had held senior leadership positions in Vale from 2002 to 2010 in the general cargo commercial area and in the Tubarão Complex operations. He was the CEO of the Vila Velha Terminal and accumulated the position of Vale's Logistics Director with the president of the Centro-Atlântica Railroad. He led the creation of VLI in 2008. Previously, he worked at Submarino and Ambev.
Marcello has a production engineering degree from USP and has different extension courses in business, operations, management and infrastructure.
Maria Luiza de Oliveira Pinto e Paiva
Executive Director for Sustainability
Maria Luiza de Oliveira Pinto e Paiva is Executive Director of Sustainability. She has been working in Sustainability and Human Resources for 34 years and before coming to Vale, she was Suzano's director of Sustainability.
She also served as Executive Director of Sustainability, Communication and Corporate Relations at Fibria Celulose from March 2015 to December 2018. She was an executive at Banco ABN AMRO Real/Santander and Banco Nacional - with a trajectory focused on cultural transformation and leadership development. As Executive Director of Sustainable Development at ABN AMRO Real Santander, she led the creation and implementation of the sustainability strategy that became a national and international benchmark. She led multicultural teams and projects in the periods in which she directed the HR area for Latin America, the Caribbean and Europe.
She is a psychologist with a specialization in Human Resources from the University of Michigan, USA and is currently studying Business and Sustainability at Cambridge University, England.
Marina Quental
Executive Director of People
Marina Quental was appointed Vale’s People Executive Director in November 2017. She is responsible for the global human resources strategy and operations for the company and leads the Board’s People Committee. One of her main challenges is to drive culture and organization transformation for Vale.
She built a solid professional career at Brazilian and foreign companies, working in the areas of organizational development, culture, compensation, social responsibility, and merger's and acquisitions.
Before joining Vale, Ms. Quental was the Vice President for Human Resources at Raízen, a joint venture between Shell and Cosan, from April 2014 to November 2017. She participated actively in the creation of this joint venture. Previously, she was the Human Resource director of Shell Brasil for six years and before that held various leadership positions at IBM in Brazil and the United States. Ms. Quental was president of the Raízen Foudantion, the company’s social responsibility branch, between April 2014 and November 2017.
She has an undergraduate degree in psychology from Rio de Janeiro Catholic University and an Executive MBA from the Dom Cabral Foundation.
Vale's Executive Board also has non-statutory members.
Deshnee Naidoo
Executive Director of Base Metals
Deshnee Naidoo is Vale’s Executive Director of Base Metals since December 2021. She started working at Vale in January of the same year as CFO of the Base Metals business. Since then, she has collaborated across Base Metals to understand the challenges and opportunities to accelerate transformation of the business.
She is a three-time “South Africa Mining Rainmaker” and recognized among the 100 Global Inspirational Women in Mining in 2018. She has also served as a Board Member of the South Africa Minerals Council.
Prior to joining Vale, Deshnee was the CEO of the Zinc International business at Vedanta Resources from 2014 to 2020, where she held full P&L accountability for the international Zinc group. She took on the role of CEO Africa Base Metals during her tenure at Vedanta. Deshnee previously worked at Anglo American from 1998 to 2014, where she held a number of executive positions including the Chief of Staff from 2009 to 2011. She was also the CFO for Anglo American’s thermal coal business from 2011 to 2014.
