Board activities in 2020
The monitoring of Brumadinho reparation, dam safety, people safety (especially in view of the Covid-19 pandemic), active listening with community representatives, monitoring the implementation of actions and engagement plans, advances in the governance and longterm strategic planning were the themes that dominated the Board’s discussions in 2020. The Board met on 32 occasions during the year, with a 98% participation rate.
The Board acted effectively with the support of the advisory committees and, among other initiatives, the following stand out:
- Follow-up on the relationship and social dialogue with communities (Brumadinho, Mariana and region)
- Dedication to the construction of Vale’s purpose, with intense engagement and protagonism
- Monitoring the company’s innovation strategy, to promote sustainability and adapt to climate change
- Meetings to discuss the Company’s multi-annual strategic planning
- Follow-up and support for the Global Settlement for Brumadinho
- Monitoring developments of the Covid-19 pandemic and safety measures adopted by Vale
- Approval of corporate transactions seeking to simplify Vale’s operational flows
Learn more about the Board's activities here.
Governance Enhancements
Board of Directors
Our Board of Directors sets general guidelines and policies for our business and monitors the implementation of those guidelines and policies by our executive officers. Our bylaws provide for a Board of Directors consisting of a minimum of 11 to 13 members, who will have a unified term of two years, and reelection is allowed.
The Board of Directors has, on a permanent basis, seven statutory advisory committees. They also count on a non-statutory advisory committee, the Nomination Committee, currently installed:
In 2019, following the Brumadinho dam rupture, Vale’s Board of Directors created Independent Extraordinary Advisory Committees (CIAEs), composed of external, independent, reputable and experienced experts. In 2020, the CIAEs of Investigation and Support and Reparation delivered their final reports and were discontinued, while the CIAE for Dam Safety was continued for another year, being discontinued in April 2021.
Learn more about the Independent Extraordinary Advisory Committees here
Board of directors selection process
The Board of Directors, together with the Nomination Committee and specialized international consultancies, have updated the important qualifications and experience that should be represented on the Board as whole, in light of Vale’s business strategy and future needs. Among the elements that were considered in defining the new competence matrix here:
| Administrative Skills |
Functional Skills |
Sectorial Skills |
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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
|
| 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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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.
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: 28
- Participation rate: 99%
One of the main important tasks in the operation of the Committee in 2020 was to oversee the creation and implementation of the Compliance Office in the first half of 2020. Mr. Denis Cuenca was selected for the position of Chief Compliance Officer, who will oversee the areas of corporate integrity, internal audit and the whistleblower channel as of July 2020. In conjunction with the Committee for Operational Excellence and Risk (CEOR) and the Compliance Board, monitoring of the 25 recommendations of the Independent Extraordinary Advisory Committee for Investigation (CIAE-A) and follow-up of the evolution of action plans, which include 106 actions (breakdown of the 25 recommendations) of which 55% were audited in 2020, 33% are planned for 2021 and 12% are in planning. Review of the quarterly information, from June to September 2020, the financial statements, and other regulatory documents delivered by Vale. Follow-up of the assessement process of provisions and legal contingencies and of the estimate prepared, by the Management, for the contingencies related to the Samarco accident and to the dam rupture in Brumadinho, among others.
Finance
- Number of meetings: 22
- Participation rate: 98%
In 2020, the Finance Committee closely followed expenditure with Brumadinho, the plan to resume Samarco’s operations, the approval of new projects, the early extension of railway concessions, and other activities; • Monitored financial indicators related to Vale’s businesses and segments, the optimal level of indebtedness, the resumption of the Dividend Policy and the progress of business initiatives, in accordance with the Strategic Planning approved by the Board of Directors.
Sustainability
- Number of meetings: 16
- Participation rate: 100%
In 2020, the Committee monitored, on a monthly basis, the progress of the implementation of the 84 recommendations remover by the Extraordinary Independent Advisory Committee for Support and Reparation, which concluded its activities in February 2020, for the Full Reparation of impacts from Dam I rupture in Brumadinho. An independent external audit was conducted, finding that 85% of the recommendations were completed in 2020, and the remaining 13 are in progress, with completion expected in 2021. Kept close monitoring of the Renova Foundation’s performance, responsible for projects and actions to repair the impacts of the 2015 collapse of the Fundão dam in Mariana. Special attention was given to the life cycle of mining projects, consolidating the company’s practice of planning mine closure and future land use, from the beginning of mining operations, taking care of the safety of geotechnical structures, environmental recovery, water quality, and the well-being of communities after mining. Closely followed the implementation of the actions and plans for community engagement, in addition to having direct contact with communities’ representatives, among others.
People, Compensation and Governance
- Number of meetings: 21
- Participation rate: 96%
In 2020, the People, Compensation and Governance Committee intensified the work related to the “Cultural Evolution”, “Talent Management” and “Promotion of Diversity & Inclusion” projects, mainly in reinforcing culture and communication related to the ESG approach at Vale. In addition, still within this context, it addressed the theme of Employee Value Proposition to strengthen Vale’s employer brand to attract potential young people. Contributed to elect the values of the Company, which resulted in the approval of “Vale Purpose” by the Board of Directors in January 2021. Led the process of evolution of the Corporate Governance Model that supported the preparation plan for Vale and its Board of Directors, to operate as a Corporation with no defined control, from the end of the Shareholders’ Agreement and the AGM 2021, including, among others, the 2021 Roadmap and the ESG Agenda. Acted directly on the Company’s governance model through the creation of Policies, such as the Diversity and Inclusion Policy, the updating of the Succession Plan and, more recently, the revision of Vale’s Bylaws, together with the Nomination Committee, in order to foresee the improvement of the Company’s Governance structure, among others
Operacional Excellence and Risk Committee
- Number of meetings: 13
- Participation rate: 96%
After the statutory changes that occurred in the 2020 Extraordinary General Meeting, the Compliance and Risk Committee became the Operational Excellence and Risk Committee, strengthening its competencies to absorb the functions associated with the monitoring of operational risks, including geotechnical risks; In 2020, based on the Risk Matrix and the Global Integrated Risk Map, the Committee monitored the main risk mitigation, crisis management and business continuity plans and continued the interaction with the Independent Extraordinary Advisory Committee for Dam Safety, aiming to further strengthen risk-related governance; In addition, it followed up on the application of the Vale Management System - VPS throughout the company and emphasized the development of a culture of risk awareness, as well as proactive risk management behavior; • Revised the Risk Management Policy, the Policy for Dams and Geotechnical Structures Safety, the Vale Management Model Policy.
Nomination
- Number of meetings: 18
- Participation rate: 100%
The Committee was created in July 2020 with the objective of assessing and making recommendations for adjustments to the best corporate governance practices in relation to the structure, size and composition of the Board of Directors, and to the balance of experience, knowledge and diversity of the members’ profiles, considering the needs of the body, in accordance with criteria and guidelines established by the Company’s Nomination Policy and Skills Matrix, both approved in 2020 by the Board of Directors. The Nomination Committee also looked for benchmarks in the best practices of national and international players and further deepened the understanding of institutional investors’ perspectives on these topics, among others.
Get to know the members of the committees:
Fiscal Council and Audit Committe
The Fiscal Council is an independent supervisory body from the Executive Officers and the Board of Directors, which seeks, through the principles of transparency, equity and accountability, to contribute to the better performance of the organization. The Fiscal Council is responsible for supervising the acts of compliance and fulfillment of its statutory and legal duties; giving an opinion on the Annual Management Report; giving an opinion on the proposals of the management bodies applicable to the change of share capital, issuance of debentures or subscription bonuses, investment plans or budgets.
In addition, the Fiscal Council acted in examining the Internal Audit, External Audit and Ombudsman reports and, also, in the discussion of the actions referring to Samarco Mineração and Fundação Renova, and monitoring of structural projects, such as: management of contracts, inventories, maintenance of assets and information security. The Fiscal Council also interacted with the Consulting Committee for Investigations to ensure that the work went smoothly.
The Fiscal Council is a permanently functioning body, formed by 3 to 5 members, who shall remain in their positions until the first Annual Meeting of Shareholders after their election. The election of the members of the Fiscal Council shall comply with the provisions of the legislation in force and of Vale's bylaws.
The audit committee must fully reflect the requirements of the regulatory bodies and in compliance with the recommendations of regulatory bodies. Previously, in the absence of an Audit Committee, the Fiscal Council assumed this responsibility as extra or “boosted” attributions, such as how to ensure that the mechanisms for receiving complaints guarantee confidentiality and anonymity for whistleblowers, in addition to supervising and accessing the work of external auditors.
The main information about these committes is summarizing in the table below.
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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, five non-statutory, technical and advisory committees, called:
Meet the statutory members of Vale's Board of Executive Officers
Eduardo Bartolomeo
Chief Executive Officer
Eduardo Bartolomeo has been Vale's CEO since April 2019. With solid experience in bulk commodity operations, supply chain and business turnaround. Throughout his professional career, Bartolomeo has shown great ability to lead complex operations and establish a culture of operational excellence.
In his second tenure at Vale, Bartolomeo started as the Executive Director of Basic Metals in Canada from January 2018. His first tenure took place between 2004 and 2012, when his work for the Executive Department of Logistics Operations was well celebrated. There, he developed the Vale Production System (VPS), which together with investment in technology and professional qualification, resulted in significant gains for the company.
Bartolomeo also structured logistics to support Vale's operations in Africa and was one of the main negotiators that enabled Vale to obtain the sub-concession of the 720 km rail branch of the North-South railroad (FNS, Ferrovia Norte-Sul). His role in the negotiations was essential to create Valor da Logística Integrada (VLI), a general cargo transportation company, structured by Bartolomeo in December 2010. Today, VLI has 7.5 thousand employees and in 2017 achieved a turnover of R$4.5 billion.
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Alexandre Pereira
Executive Director for Global Business Support
Alexandre Pereira is the Executive 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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Alexandre S. D’Ambrosio
Executive Director for Legal and Tax
Alexandre S. D’Ambrosio has been Vale S.A.’s General Counsel since March 2018. His responsibilities include the company’s Legal, Tax, Corporate and Compliance Office sectors worldwide. He is also an Officer of Vale International S.A. and a member of the Board of Directors of Vale New Caledonia. He is a former alternate member of the Curator Council of Fundação Renova.
From 2016 to 2018, he was the Executive Vice President of Banco Santander (Brasil) S.A. He was also a member of the board of directors of Santander Security Services Ltda (“S3”). From 2003 to 2016, he was the Corporate Legal Director of the Votorantim group. He was a board member of Aracruz Celulose S.A. (later Fibria S.A.) from 2004 to 2013, of Cimentos Itambé S.A. from 2006 to 2016, and of Citrosuco S.A. from 2009 to 2016.
In the United States, where he remained from 1985 to 1996, he worked as an associate and partner in large law firms, in Washington, D.C. and New York, in the areas of international trade, mergers and acquisitions, project finance and cross-border finance. He obtained an LLB from the University of São Paulo Law School in 1984, an LLM from Harvard Law School in 1986, and the equivalent of a Juris Doctor degree from George Washington University’s National Law Center in 1989.
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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 for 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 for Communication and Institutional Relations
Luiz Eduardo Osorio has extensive experience in the areas of International Relations, Corporate Affairs, Sustainability, Law, Ethics & Compliance, liaising with ministries, regulatory agencies and government representation in their various spheres. He has held management positions in Brazil and abroad in large national and multinational companies, such as AmBev, Diageo, Shell and Raízen. He is currently a member of the Advisory Council of the Columbia Center on Sustainable Investment, Columbia University, and the director of the Rio de Janeiro Commercial Association (ACRJ). He is also the chairman of the Managing Council of the Brazilian Mining Institute (IBRAM).
Osorio has a law degree from PUC-RJ and a Master's degree in Management Development from the American University (USA). He has also taken professional extension courses in Business Management, which included Corporate Social Responsibility, Strategy, Leadership, and Performance at Harvard, Insead, and Wharton universities.
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Marcello Spinelli
Executive *Vice President, 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.
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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.
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Marina Quental
Executive 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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Vale's Executive Board also has non-statutory members.
Paulo Couto
Director of Coal
Paulo Couto takes on the Coal Department in June 2020. Paulo Couto joined Vale in 2010 after a solid career in companies such as Whirlpool, Ambev, Bain & Co and Shell. In 2016, he took on the position of Director for Procurement and Logistics Inbound at Vale. Known to have a people centered approach to decision making, Paulo has demonstrated his ability to lead transformations in complex environments while generating expressive and sustainable results. Couto holds a Production Engineering degree from the Federal University of Rio de Janeiro (UFRJ) and an MBA from the Harvard Business School.
Mark Travers
Director of 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.
