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    As a global enterprise, Vale’s remuneration policies for senior leadership are aligned with internationally recognized best practices, and include ESG metrics for Executive Committee remuneration.

    Our remuneration practices also reflect the complexity and scale of our operations, which require members of management to have an in-depth understanding of the business and the market, as well as dedication commensurate with their responsibilities. 

    Under our Bylaws, the overall remuneration of members of the Executive Committee, the Board of Directors, the Oversight Board, and advisory committees is established in Annual General Meetings.  

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    The Board of Directors, supported by the People & Remuneration and Nomination & Governance committees, reviews and annually presents compensation proposals to shareholders for review and approval.  

    These proposals align with global market practices and support our short and long-term strategies, optimal shareholder returns, and the sustainability of the business. 

    Members of the Board of Directors, their advisory committees, and the Oversight Board receive fixed compensation that is benchmarked against peers and international practices to ensure it is competitive and consistent with the competencies required. No bonuses, variable remuneration, or other direct or indirect benefits are paid. Directors are entitled to life and personal injury insurance, as well as travel expenses for meetings.  

    Executive remuneration is guided by our Directors Policy, which was approved by the Board of Directors in 2024 and has introduced a number of enhancements since 2020. These include a remuneration mix aligned with international practices, with a greater allocation in long-term variable remuneration and  malus and clawback rules. 

    Our Executive Committee does not have a mandate to approve its own remuneration, nor is it responsible for setting targets and parameters for variable remuneration. Enterprise-wide remuneration practices are the responsibility of Human Resources, which has recently introduced a number of new policies and practices, including a living wage policy (read more in Our People).  
    In 2024, our total annual remuneration, not including payroll charges, for statutory members of the Executive Committee, the Board of Directors, the Fiscal Council, and Advisory Committees, was: 
    Amounts in Reais (R$)  2022 Actual  2023  Actual  2024  Approved 
    Board of Directors 
     11,810,246
     17,060,529 
    19,813,600
    Advisory Committees 
    8,197,289
    4,057,878
    3,241,600
    Oversight Board 
    1,633,973 
    1,677,649
    1,764,468
    Executive Committee 
    204,991,368
    168,910,305
    198,232,179
    Total
    226,632,876 
    191,706,361
     223,051,847

    Main components of remuneration for the Board of Directors, Advisory Committees and Oversight Board1 

    Board of Directors 

    Monthly fixed remuneration. The sole alternate member of the Board receives the fixed component when participating in a Board meeting, replacing the employee-elected member.  
    Advisory committees to the Board Of Directors 
    These committees receive only monthly fees consistent with the scope of each Committee's responsibilities.  

    Fiscal Council

    The remuneration of the Fiscal Council corresponds to at least 10% of the average fixed remuneration attributed to the members of the Company's Executive Committee on a monthly basis, and may be adjusted in accordance with market practices identified in periodically contracted surveys.
    1. No governance bodies receive short or long-term variable remuneration.  

    Good practices in Executive Committee compensation 

    Minimum shareholding requirements: 36x the monthly fixed fee for the CEO and 24x the monthly fixed fee for Executive Vice-Presidents.
    Adoption of Malus and Clawback rules under which the Company may suspend or request refund of variable compensation in exceptional cases.
    Technical Executive Vice-President (responsible for operational safety and risk management) with no short-term financial performance targets.
    Long-term incentives in real shares pay “virtual dividends,” helping to align senior management priorities with shareholders’ vision.
    Compensation mix in line with international market profile, with a larger long-term variable compensation stake.
    More complete individual performance assessment process (360° for the CEO and 180° for Executive Vice-Presidents).
    Short-term compensation focused on the Company's strategic objectives, and greater focus on collective goals, encouraging joint collaboration and ownership mindset.
    Inclusion of targets on capital allocation, process safety events, black leadership, among others, in line with Vale's ambitions and strategies.
    High-stake ESG metrics on variable compensation, in line with Vale's ambition to lead in sustainable mining.
    Performance shares plan (PAV) more aligned with international practices by including an internal value creation metric (ROIC - Return on Invested Capital).
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