Shareholder Structure
In December 2017, Vale announced its migration to the Novo Mercado, a special listing segment of B3 S.A. – Bolsa Balcão, Novo Mercado, (Stock Exchange and Over-the-Counter Market), which has a distinguished standard in corporate governance. The listing in this special segment entails the adoption of a set of corporate and governance rules and enhances the disclosure of policies and the existence of transparency, monitoring and control structures. Vale has a global diversified shareholders base.
Minority shareholders became more represented in the company's main decisions, and receive full voting rights and equal treatment with the controlling shareholders.
The Company's By-Laws provide, in the event of sale of control, the right to sell the shares under the same conditions as the alienating controlling shareholder (100% tag along). In addition, it provides for a takeover bid in the event of acquisition that results in the ownership of 25% or more of the total common shares issued by the Company or the total capital of the Company (excluding Treasury shares) or in the case of the Company's deliberate exit from the Novo Mercado.
The shareholders Litela Participações S.A., Litel Participações S.A., Bradespar S.A., Mitsui & Co., Ltd. and BNDES Participações S.A. are parties to Vale's Shareholder Agreement dated August 14th, 2017. The Agreement is of a transitional nature, since it shall be in force until November 09th, 2020, with no provision for renewal, and aims to provide the Company with stability and to adjust its corporate governance structure during the period of transition to become a corporation. After the expiration of the Shareholder Agreement, the shares, and therefore, votes, owned by the controlling shareholders will not be bounded anymore.
The current shareholders' agreement sets forth that the signatory parties may meet prior to the meeting of Vale's Board of Directors ("Prior Meeting"), to define the votes to be cast by the Directors appointed by them on certain matters. However, an improvement in corporate governance can be noted by comparing the previously executed (and currently terminated) shareholders' agreement and the agreement in force, since the voting orientation for the members of the Board of Directors appointed by the shareholders signing the Agreement, in addition to being optional, covers only certain matters and not all matters submitted to Vale's Board of Directors (which represented a significant reduction in matters for consideration by the Board of Directors subject to prior meetings). Furthermore, it should be clarified that the signatory shareholders have not been having prior meetings under the above terms.
It is worth mentioning that, since the new agreement entered into force, there has been a decrease of approximately 90% of matters resolved at a Prior Meeting. It is also important to note that, notwithstanding the above, the Company's directors are subject to the obligations and duties set forth in article 153 et seq. of the Brazilian Business Corporation Act ("Lei das Sociedades por Ações"), in particular, the duty of care, the duty of loyalty, the duty to inform, as well as the rules related to conflict of interests, and it falls to them to act in the best interest of the Company. At the same time, the Company continues with the process of evolving its governance model in order to adapt it to the new requirements of the Novo Mercado Regulation and also to prepare the Company for a new scenario after the expiration of said Agreement, through an efficient system that will ultimately give greater power and independence to the Company's management and create more value for all shareholders.
Vale has a global diversified shareholders base
Vale’s total outstanding shares, June 30, 2020
