Board of Directors and Leadership - ESG
Board of Directors and Leadership
Our model of governance aims to establish the principles of clearly-defined roles, transparency and stability that guide our actions.
The general guidelines and policies that guide our business are established by the Board of Directors, which monitors the implementation of these initiatives through reports from the Executive Committee. The Board receives advice from technical and consulting committees, as follow.
The Fiscal Council is a permanent functioning body.
Board activities in 2022
The Board's activities, carried out in close proximity to executives, shareholders and society, took place in 21 meetings throughout the year, 4 being strategic planning meetings. The Board acted effectively in 2022, with the support of its Advisory Committees, especially for:
- Approval of the Company’s new Risk Management structure, based on the review of the Risk Management Policy, the Risk Map and systems related to the subject, which will allow a more efficient monitoring by the Executive Committee and the Board of Directors.
- Approval of the corporate reorganization of the base metals operations held by Vale in Brazil, an important move that aims to provide greater operational and management efficiency to the business.
- Approval for investment in the Sol do Cerrado Project, for renewable energy generation, which will represent a relevant contribution to the achievement of Vale’s climate goals towards reducing its net carbon emissions by 33% by 2030 and zeroing them out by 2050.
- Approval of the creation of startups that will encourage the establishment of businesses using mining tailings, within the concept of circular economy, with great potential for creating value for the Company, reinforcing the innovation initiatives that are fundamental for Vale’s growth.
In addition to the highlights mentioned above, the Board of Directors has been monitoring business performance, strategic issues, the evolution of reparation processes, the process of de-characterizing dams, and other issues in compliance with legal and regulatory requirements.
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, five statutory advisory committees. They also count on a non-statutory advisory committee, the Inovation 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.
We currently have eight independent members. To be considered independent under our bylaws and the Novo Mercado listing rules in effect in 2018, a director may not:
Board Profile
Note: Data referring to the titular members. Does not include the information of the alternate member Wagner Vasconcelos Xavier, elected by the group of employees.
Get to know who is part of Vale's Board of Directors and their main experiences and qualifications.
Daniel André Stieler
Chairmanexpertise:
- Relevant Executive Experience
- Relationship with shareholders
- Finance & Portfolio with Value orientation and Accountability for Performance
- ESG
Time with Vale: since 2021 (2 years)
Experience at Vale S.A.:
- Coordinator of the Nomination and Governance Committee
- Member of the Capital Allocation and Projects Committee
Member of the Board of Directors as Tupy S.A.
He is a member of the Board of Directors at Vale S.A. (since November 2021), where he also holds the positions of Coordinator of the Capital Allocation and Projects Committee and Member of the Nomination and Governance Committee. Previously at Vale, he had been a Member and Coordinator of the Financial Committee (November 2021 to May 2022 and May 2022 to December 2022, respectively) and Member of the Nomination Committee (January 2022 to April 2022 and May 2022 to December 2022).
His main professional experiences in the last 5 years include:
- President of Banco do Brasil Employees Pension Fund (“PREVI”) (June 2021to February 2023);
- Member of the Deliberative Council (since July 2021) of the Brazilian Association of Closed-End Private Pension Entities (“ABRAPP”);
- Member of the Board of Directors at Tupy S.A., an energy and decarbonation company (April 2022 to April 2023);
- Member of the Board of Directors (April 2020 to April 2022) at Alelo S.A., a Brazilian solutions and services company;
- Chief Executive Officer (January 2021 to June 2021) of Economus Instituto de Seguridade Social, a supplementary pension entity, where he also served as Chairman of the Deliberative Council (July 2020 to January 2021) and Member of the Fiscal Council (June 2016 to July 2020);
- Member of the Deliberative Council (February 2021 to June 2021) of the higher education institution Universidade Corporativa de Previdência Complementar (“UniAbrapp”);
- Member of the Board of Directors (April 2020 to October 2021) at Livelo S.A., a company in the benefits, corporate expense management and incentives business;
- Chief Controllership Officer (July 2019 to January 2021) at the commercial bank Banco do Brasil S.A.;
- Member of the Advisory and Finance Council (October 2016 to October 2019) at Banco Votorantim S.A.;
- Member of the Financial Institutions Accounting Affairs Commission (2009 to 2019) of the Brazilian Federation of Banks (“Febraban”);
- Executive Manager of the Financial Disclosure department (March 2009 to June 2019) of Banco do Brasil S.A. conglomerate, at the Controllership office.
Marcelo Gasparino da Silva
Vice-Chairman
• Relevant executive experience
• Institutional, governmental and regulatory relations
Experience at Vale S.A.:
- Member of the Capital Allocation and Projects Committee
- Member of the Nomination and Governance Committee
- Member of the Board of Directors at Petrobras
- Member of the Board of Directors at Eletrobras
He has been a Board Member Certified by Experience (CCA+) by Instituto Brasileiro de Governança Corporativa (“Brazilian Institute of Corporate Governance” or “IBGC”) since 2010. At Vale S.A., he is an Independent Member of the Board of Directors (since April 2020), Coordinator of the Sustainability Committee, and Member of the Nomination and Governance Committee, having also held the positions of Member of the Nomination Committee (May 2022 to December 2022), Member of the Operational Excellence and Risk Committee (May 2021 to May 2022), Member of the Sustainability Committee (June 2020 to April 2021), Alternate Independent Member of the Board of Directors (May 2019 to April 2020) and Alternate Member of the Board of Directors (May 2016 to April 2017).
Mr. Marcelo Gasparino da Silva declared to be a politically exposed person due to the exercise of the positions of:
Member of the Board of Directors of Petrobras (from April 2021 to May 2021, and since August 2021), where he is Chairman of the Statutory Committees of Health, Safety and Environment, and of the Minority Shareholders’ Committee, and member of the following statutory committees: Audit Committee of the companies of the Petrobras Conglomerate, Investment Committee, and People Committee;
Member of the Board of Directors of CEMIG (from April 2016 to July 2022);
Member of the Board of Directors (from April 2019 to February 2020) of Casan, a publicly traded company of water collection, treatment and distribution services and sewage treatment;
Member of the Board of Directors of CELESC (from April 2018 to April 2019).
He is currently Member of the Board of Directors of Eletrobras (from April 2016 to April 2017 and since August 2022), where he is also Vice-Chairman of the Statutory Committee of Strategy, Governance and Sustainability of Eletrobras (since August Independent 2023 General Meetings of Shareholders 74 Marcelo Gasparino da Silva 2022).
Additionally, he served as: Chairman of the Board of Directors (from April 2017 to March 2023) of ETERNIT S.A., a leading public company in the roofing and other segments in construction solutions;
Member of the Board of Directors (from April 2020 to April 2021) of Gasmig, an energy company;
Member of the Fiscal Council (from April 2018 to April 2019) of Braskem, a petrochemical company;
Member of the Board of Directors (from April 2017 to April 2020) of Kepler Weber, a metallurgy company;
Member of the Fiscal Council of Petrobras (from May 2019 to April 2021, and from April 2017 to April 2018);
Member of the Board of Directors of AES Eletropaulo (from 2016 to 2018);
Chairman of the Board of Directors of Usiminas (from 2015 to 2016) and member (from 2012 to 2015);
Member of the Board of Directors of Bradespar (from 2015 to 2016);
Member of the Board of Directors of Tecnisa (from 2012 to 2014);
Member of the Fiscal Council of Bradespar (from 2014 to 2015);
Member of the Fiscal Council of AES Tietê (from 2013 to 2014);
Member of the Fiscal Council of AES Eletropaulo (from 2012 to 2014).
expertise:
André Viana Madeira
Time with Vale: since 2021 (2 years)
- Member of the Sustainability Committee
Member of the Deliberative Council of PASA/AMS (since 2022)
His main professional experiences in the past 5 Years include:
- Member of the Innovation Committee (since May/2022)
- Alternate Member of Vale's Board of Directors (May/2021 to April/2023)
- Member of the Operational Excellence and Risk Committee (May/2021 to December/2022)
Douglas James Upton
expertise:
- Experience in the Business Environment in Asia
- Relationship with shareholders
- ESG
- Mining
- Steelmaking and Metallurgy
Douglas James Upton
Time with Vale: since 2023
He was a Partner, Research Officer and Analyst at The Capital Group (August 2004 to January 2023), one of the world’s leading investment managers, and served as Analyst at JP Morgan Asset Management (1999 to 2004), Head of Commodities Research (1997 to 1999) at HSBC Investment Bank, Senior Market Analyst (1989 to 1997) at the Western Mining Corporation, and Geophysicist (1982 to 1986) at Hosking Geophysical.
His main professional experiences in the last 5 years include:
- Investment Manager (August 2004 to January 2023) at The Capital Research Company – The Capital Group, Inc., where he was responsible for global investments in the steel and mining industry, with special focus on China’s economy and metals industry, and more recently on transition energy. From time to time, he has been responsible for other sectors, such as banking, retail and telecommunications, in Canada and Australia, having held the position of Chief Research Officer (2009 to 2013), until he resigned from the management team to focus on investments again.
expertise:
- Relevant executive experience
- Institutional, governamental and regulatory relations
- Risk and security management
- ESG
- Finance & portfolio with value orientation and accountability for performance
- Mining
Time with Vale: since 2015 (8 years)
Experience at Vale S.A.:
-
Member of the Capital Allocation and Projects Committee
-
Member of the Inovation Committee
- Member of the Board of Directors at Bradespar S.A.
He has over 40 years’ experience in planning complex financial strategies, mergers and acquisitions, capital markets, relationship with shareholders and stakeholders, team training and management, performance assessment of Boards of Directors and business strategy, at both Brazilian and international companies. At Vale S.A., he has been Vice Chairman of the Board of Directors since May 2021 (having already held the position of Vice Chairman since January 2017 and was a member since April 2015), Member of the People and Remuneration Committee and of the Capital Allocation and Projects Committee. Previously at Vale, he had been a Member of the Financial Committee (Coordinator from December 2019 to April 2021 and subsequently, from November 2021 to December 2022, Member from April 2015 to December 2022), and Member of the People and Compensation Committee (since December 2022), formerly known as People, Remuneration and Governance Committee (Member from May 2021 to December 2022 and Coordinator from May 2019 to April 2021). He was Coordinator of the Governance and Sustainability Committee (April 2015 to October 2017), member of the Executive Development Committee (April 2015 to October 2017), member of the Strategic Committee (April 2017 to October 2017), Coordinator of the Sustainability Committee (November 2017 to April 2019) and Member and Coordinator of the People Committee (November 2017 to April 2019) at Vale S.A.
His main professional experiences in the last 5 years include:
- Chief Executive Officer (since April 2015) at Bradespar S.A., where he holds the positions of Investor Relations Officer (since April 2015) and Member of the Board of Directors (since April 2022), having also served as Vice Chairman of the Board of Directors (April 2018 to October 2019) and Chairman of the Board of Directors (October 2019 to April 2020);
- Member of the Board of Directors (November 2014 to December 2018) at 2B Capital S.A., a private equity manager controlled by Banco Bradesco, where he also held the positions of Chief Executive Officer (March 2015 to June 2016) and Officer (June 2016 to December 2018);
- Investor Relations Officer at Millennium Security Holdings Corp (since October 2015), an indirect wholly-owned subsidiary of Banco Bradesco set up in early 2003 to be used as a vehicle for purchasing shares issued by Valepar and sold by Sweet River in 2003.
- He also served as Chief Executive Officer at Antares Holdings Ltda. and Brumado Holdings Ltda. between the years 2015 and 2017. And as Vice Chairman of the Board of Directors at Valepar S.A. (January 2017 to August 2017), where he also served as Officer (April 2015 to August 2017 ) and Member of the Board of Directors (April 2015 to August 2017).
expertise:
- Institutional, governmental and regulatory relations
Time with Vale: since 2023
- Coordinator of the People and Remuneration Committee
- Member of the Sustainability Committee
He is President of PREVI – Caixa de Previdência dos Funcionários do Banco do Brasil (since February 2023), and started his career as a professor, having also engaged in research and academic productions in the education area. He has been a tenured employee at Banco do Brasil since 2008.
His main professional experiences in the past 5 Years include:
- Officer (from 2012 to February 2023) of the Union of Bank Employees of the São Paulo, where he was National Coordinator of the Negotiation Commission of BB Employees; Legal Affairs Secretary (2017); responsible for the Union’s Organization and Administrative Support area (from 2020 to February 2023);
- Union Auditor (2022 to February 2023), chosen by the National Confederation of Workers in the Financial Area (Contraf) , engaging in negotiations between employees and management of Banco do Brasil).
expertise:
- Relevant executive experience
- Institutional, governmental and regulatory relations
- Risk and safety management
- ESG
- Finance & portfolio with value orientation and accountability for performance
- Mining
Time with Vale: since 2019 (4 years)
Experience at Vale S.A.:
-
Coordinator of the Inovation Committee
-
Member of the Capital Allocation and Projects Committee
He has more than 33 years’ experience in Mining and Steelmaking (iron and manganese ores), mineral research activities, mining and mineral processing, engineering and implementation of industrial mining and pelletizing projects, including more than 15 years’ experience in Planted Forests and in the Pulp and Paper Industry.
He has extensive experience in corporate governance and senior management at companies in various industries, having served as Chairman and CEO for over 27 years.
Boasts a long professional track record in Sustainability and ESG, having played leading roles in Brazil and internationally in the social and environmental management of territories, engagement with stakeholders (communities and NGOs), mitigation and adaptation to climate change, particularly in respect of Forests and Agriculture.
At Vale S.A., he is an Independent Member and Chairman of the Board of Directors (holding a seat at the board since May 2019), Coordinator of the Nomination and Governance Committee, and Member of the People and Remuneration Committee. Previously at Vale, he had held the positions of Coordinator of the Nomination Committee (May 2022 to December 2022), Coordinator of the People, Remuneration and Governance Committee (May 2021 to December 2022), Coordinator of the Sustainability Committee (May 2019 to April 2021), and member of the Operational Excellence and Risk Committee (May 2019 to April 2021).
His main professional experiences in the last 5 years include:
- Chairman of the Board of Directors at Fibria Celulose, a publicly- -held company engaged in the planted forests business and in the pulp and paper industry (September 2009 to January 2019);
- Independent Member of the Board of Directors at Banco Santander Brasil, a publicly-held financial institution (May 2017 to April 2019);
- Independent Member of the Board of Directors at Copersucar S.A., a privately-held company in the sugar and ethanol logistics and trading sector (May 2013 to June 2021); (iv) Independent Member of the Board of Directors at Química Amparo Ypê, a privately-held company in the business of producing and selling household cleaning products (May 2013 to December 2019);
- Independent Member of the Board of Directors and the People Committee at Grupo Algar S.A., a family-run holding company engaged in the telecommunications, farming, hospitality and entertainment industries (since 2015), having also served as Member of the Audit and Risks Committee for that same group (2015 to October 2021).
- Relevant executive experience
- Institutional, governmental and regulatory relations
- Relationship with shareholders
- Risk and security management
- Cultural transformation & talent management
- ESG
- Finance & portfolio with value orientation and accountability for performance
- Commercial & trading
- Global supply chain logistics
Time with Vale: since 2023
Experience at Vale S.A.:
- Coordinator of the Capital Allocation and Projects Committe
- Member of the People and Remuneration Committee
-
Member of the Board of Directors at Cosan S.A.
-
Member of the Board of Directors at Raízen S.A.
Luis Guimarães has a deep understanding of the energy business, particularly energy transition and ESG challenges.
He is the CEO of Cosan S.A. (since 2020), having previously held this position at Raízen S.A. (2016 to 2020), a company engaged in the business of growing and processing of sugarcane, from production and sales of sugar and renewable energy through to the fuel distribution market and the convenience and proximity shopping business, and at Comgás (2013 to 2015), the largest gas utility company in Brazil, during which time he was also chairman of the ABEGAS board.
He is currently a Member of the Board of Directors at Cosan S.A. (since July 2017), Raízen S.A. (since April 2020), Cosan Lubes Investments Limited (since August 2020), and Cosan Lubrificantes e Especialidades S.A. (since October 2020), Logum Logística S.A. (since June 2016), while serving without pay as Chief Executive Officer of the Brazilian Association of Publicly-Held Companies (“ABRASCA”), in furtherance of the development of the Brazilian capital market (since June 2020).
He was COO (2011 to 2012) at Raízen Combustíveis S.A., Chief Marketing Officer North America (2007 to 2011) at Shell Global Marketing Lubricants (2004 to 2007), and a Partner (2000 to 2004) at Webb Consulting and Business and Outsourcing.
His main professional experiences in the last five years include:
- Chief Executive Officer (April 2016 to April 2020) and Member of the Board of Directors (April 2020 to June 2021) at Raízen Energia S.A.
- Chief Executive Officer of Raízen S.A. (April 2016 to April 2020);
- Member of the Board of Directors at Radar Produção Agrícolas S.A. (June 2020 to February 2023);
- Member of the Board of Directors at Radar II Propriedades Agrícolas S.A. (June 2020 to February 2023);
- Member of the Board of Directors at Janus Brasil Participações S.A. (June 2020 to February 2023);
- Member of the Board of Directors at Tellus Brasil Participações S.A. (June 2020 to February 2023);
- Member of the Board of Directors at Duguetiapar Empreendimentos e Participações S.A. (October 2022 to February 2023);
- Member of the Board of Directors at Gamiovapar Empreendimentos e Participações S.A. (October 2022 to February 2023);
- Member of the Board of Diretors at Rumo S.A. (Nov/2020 to Mar/2023);
- Member of the Board of Diretors at Compass Gás e Energia S.A. (Jul/2020 to Mar/2023);
- Member of the Board of Diretors at Companhia de Gás de São Paulo - Comgás (Dec/2012 to Mar/2023).*
* Updated on 03/29/2023, following the letter received by the Company from the candidate for member of the Company’s Board of Directors, Mr. Luis Henrique Cals de Beauclair Guimarães, with the confirmation of his resignation with immediate effects from the occupied positions on other three Boards of Directors
• Relevant executive experience
• Institutional, governmental and regulatory relations
• Relationship with shareholders
• Risk and security management
• ESG
• Finance & portfolio with value orientation and accountability for performance
• Mining
• Global chain logistic
Manuel Lino Silva de Sousa Oliveira - Ollie
Time with Vale: since 2021 (2 years)
Experience at Vale S.A.:
- Lead Independent Director
- Member of the Audit and Risks Committee
-
Chairman of the Board of Directors at Jubilee Metals Group PLC
An executive boasting more than 35 years’ experience in corporate finance and strategy, primarily in the mining industry, at companies like Anglo American and De Beers, including some experience in Brazil. A recognized independent board member, having served on several international boards in the manufacturing sector.
He has experience in institutional relations, finance and mining. He is an Independent Member of Vale’s Board of Directors (since May 2021), Coordinator of the Audit and Risks Committee and Member of the Nomination and Governance Committee. Previously at Vale, he had been Coordinator of the Audit Committee (August 2021 to December 2022), Member of the Nomination Committee (May 2022 to December 2022), and Member of the People, Remuneration and Governance Committee (elected in May 2021 to hold a seat from August 2021 to May 2022).
His main professional experiences in the last 5 years include:
Member (since May 2022) and Chairman of the Board of Directors (since June 2022) at Jubilee Metals Group PLC, a publicly-held natural resources and mining company listed on the London Stock Exchange;
Senior Independent Director (April 2018 to March 2022) at Polymetal International PLC, a publicly-held gold and silver mining company;
Senior Independent Director at Antofagasta PLC (October 2011 to August 2021), a publicly-held company engaged in the natural resources and mining business;
Non-Executive Independent Director (February 2020 to July 2021) at Blackrock World Mining Investment Trust PLC, a British mining investment company.
• Relevant executive experience
• Institutional, governmental and regulatory relations
• Risk and security management
• ESG
• Cultural transformation & talent management
Experience at Vale S.A.:
- Member of the Sustainability Committee
- Member of the Inovation Committee
On his journey, he developed a clear understanding of government and public sector thinking and ways of putting it into action, as well as a sophisticated reading on the Brazilian society and environmental policy.
These attributes enabled him to succeed in the role of mediator between the private and public sectors, either as president of IBÁ or by providing support to companies in their interactions with government officials (for example, supporting Vale in its relationship with the state of Pará). His professional career combines a conceptual strategic vision in the field of economics and management with the challenges of promoting a socially inclusive and geographically decentralized economy with responsible environmental development, implemented on a contemporary basis, and with a commitment to democratizing access to opportunities.
In addition to his ability to understand the social and political environments and strong focus on favoring good environmental initiatives and policies from a more holistic perspective. These two dimensions of his main skills have allowed him to gain a more comprehensive perspective on ESG problems, especially regarding the E and S components.
He is the Chief Executive Officer of IBÁ – Indústria Brasileira de Árvores, an association gathering members of the supply chain in the business of planting trees for industrial purposes (since March 2019), whose goals include expanding the sector’s representativeness both nationally and internationally. The entity brings together 50 companies and nine state entities engaged in making products from the process of growing planted trees (wood boards, laminated floors, pulp, paper, energy forests and biomass), as well as independent producers and institutional investors.
Mr. Paulo Hartung declared himself a Politically Exposed Person for having held the positions of Governor of the State of Espírito Santo (2015 to 2018) and Member of the Advisory Board of the National Justice Council (“CNJ”) (between 2018 and 2020).
His main professional experiences in the last five years include:
Board Member at RenovaBR, political renewal initiative; (ii) Board Member at the Institute for Health Studies;
Board Member at the Brazilian Center for International Relations (“CEBRI”);
Board MemberI at Unimed Participações (2019 to 2020). He was also a Board Member at EDP Brasil (2012 to 2014) and Board Member at Veracel Celulose (2013 to 2014)
• ESG
Rachel de Oliveira Maia
- Coordinator of the Sustainability Committee
- Member of the Audit and Risks Committee
- Independent Director at Banco do Brasil S.A.
- Independent Director at CVC Corp
She is an Independent Member of the Board of Directors at Vale S.A. (since May 2021), Member of the Sustainability Committee (since May 2021) and Member of the Audit and Risks Committee, having previously served as a Member of the Audit Committee (May 2022 to December 2022).
Her main professional experiences include:
Founder and CEO of RM Consulting, focusing on sustainability and leadership (since April 2018);
Independent Member of the Board of Directors at Banco do Brasil (since May 2021);
Independent Member of the Board of Directors at CVC Corp (since March 2021);
Member of the Grupo Mulheres do Brasil, or Women of Brazil Group (since 2020);
Member of the Economic and Social Committee of the Development Council (since 2018);
Independent Member of the Board of Directors at Soma Group (December 2020 to May 2022);
Member of the Diversity and Inclusion Council at Carrefour (November 2020 to November 2021);
Management advisor to SumUp (December 2020 to December 2021);
Chairman of UNICEF Advisory Board (October 2019 to September 2021);
Member of the General Council of the Danish Consulate (April 2014 to November 2020);
Member of the Danish Chamber of Commerce (April 2014 to November 2020);
CEO of Lacoste S.A. (Brazil), luxury apparel company (October 2018 to September 2020);
Member of the Committee of the President of the American Chamber of Commerce (AmCham) (April 2016 to October 2019);
Member of the Institute for Retail Development (2016 to 2018);
CEO of Pandora Brasil, in jewelry industry (April 2010 to April 2018);
Member of the Board of the Americas of the Executive Leadership Group (ELG) (January 2013 to March 2018).
She also stands out for having held the position of CFO at Tiffany & Co. Brazil (between July 2002 and October 2009). In January 2018, she founded the non-profit organization INSTITUTO CAPACITA-ME, responsible for providing training to people over 18 years old experiencing socioeconomic vulnerability, thereby promoting the education and employability of these students and workers in the most varied of communities in São Paulo
• Experience in the business environment in Asia
• Commercial & trading
• Mining
• Global chain logistics
Experience at Vale S.A.:
- Member of the People and Remuneration Committee
- Member of the Inovation Committee
He is Vice President of Mitsui & Co. Brasil S.A. (since February 2023) and a Senior Officer for Vale Business (since February 2023) at Mitsui & Co. Ltd. Japan’s Minerals and Resources business unit in Japan.
He was a Board Member (2021 to 2022) at Mitsui & Co. (Asia), a mineral resources development company, Board Member (2020 to 2021) at Vale Mozambique, and Alternate Board Member (2006 to 2012) at Valepar.
His main professional experiences in the last 5 years include:
CEO and President (November 2021 to January 2023) of the mineral resources development company Mitsui & Co. (Asia), on assignment at an investment company in Manila, the Philippines, of the New Metals and Aluminum division of Mitsui & Co., Ltd.;
Deputy General Manager of the New Metals and Aluminum division (July 2021 to October 2021) of Mitsui & Co.;
Officer and General Manager of Governance and Compliance (September 2020 to June 2021) at Vale Mozambique; (iv) General Manager of the Brazil sales department of the Iron Ore Division (April 2012 to August 2020) of Mitsui & Co.;
General Manager of Rare Metals and Battery Material department, New Metals and Aluminum division (2015 to 2017), at Mitsui & Co.
• Relevant executive experience
• Institutional, governmental and regulatory relations
• Relationship with shareholders
• Risk and security management
• Finance & portfolio with value orientation and accountability for performance
• Mining
Time with Vale: since 2023
Experience at Vale S.A.:
- Coordinator of Audit and Risks Committee
- Member of Nomination and Governance Committee
She is an Independent Director, Chairman of the Audit Committee and Member of the Compensation Committee (since June 2014) at Lucara Diamond Corp., the leading independent producer of exceptional quality diamonds from the corporation’s Karowe mine in Botswana.
Her main professional experiences in the last 5 years include:
- Chairman of the Board (November 2020 to January 2022) at International Zinc Association, where she was also an Officer (October 2018 to January 2022);
- President, CEO and Board Member (2018 to 2021) at Lundin Mining Corp., a Canadian diversified base metals mining company with operations in Argentina, Chile, Brazil, the United States, Portugal and Sweden, producing mainly copper, nickel and zinc, where she also held the positions of CFO (2009 to 2018) and Vice President of Finance (2008 to 2009);
- Board Member (2014 to 2016) of the Mining Association of Canada. During her time at Lundin Mining Corp., she was twice named Top Gun CFO by the business consultancy Brendan Wood International, as part of a survey with institutional investors measuring shareholder confidence.
Board of directors selection process
|
Management experience
|
Functional experience
|
Sector experience
|
|---|---|---|
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Relevant executive experience
Acting as a member of the Executive Committee and/ or Board of Directors. |
Risk & Security Management
In organizations with a risk profile compatible with that of natural resource companies. ESG In socio-environmental and governance areas, in integrity and compliance processes, preferably in natural resource industries. Desirable experience of engagement with society, especially with neighboring communities. |
Mining
Preferably in the iron ore and base metals. |
|
Experience in the business environment in Asia Preferably in Vale’s area of operation, especially in China
|
Cultural Transformation & Talent
Management Including remuneration and alignment of interests between management and stakeholders. Finance & Portfolio with value orientation and accountability for performance In the areas of corporate finance, capital allocation and asset portfolio management in large companies. |
Steelmaking & Metallurgy
Including their value creation drivers. |
|
Institutional, governmental and regulatory relations
Working with these bodies, as well as in corporate communication. |
Business innovation
In Vale’s value chain and adjacent areas, supporting the company’s climate strategy. Commercial and Trading Understanding of the global geopolitical and macroeconomic landscape, as well as the current competitive environment and industry trends. |
Global Chain Logistics
Including management and optimization of global supply chains. |
|
Relationship with shareholders
Knowledge of capital markets and relationships with shareholders. |
Digital Intelligence & New Technologies
Mindset for creating value through new technologies and digital intelligence. |
|
Nomination and Governance Committee
The Nomination and Governance 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 and Governance 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 and Governance Committee’s Final Report.
Board Assessment
The Board of Directors, as a collegiate body, is evaluated individually by its members. The consolidated results of the evaluations are brought to the attention of the Board of Directors, in order to identify opportunities for continuous improvement of its governance and performance. In 2022, the members of the Company's Executive Committee also participated in the evaluation process of the Board of Directors as a collegiate body, allowing a very comprehensive view of the topic.
Additionally, in 2022 an individual evaluation process of the members of the Board of Directors was conducted, by means of self-assessment and peer evaluation). The individual results were shared with the Chairman of the Board of Directors for further discussion and individual feedback with each member.
The Nomination and Governance Committee, under the terms of its Internal Rules, assists in conducting the performance evaluation process of the Board of Directors.
The methodology adopted in the performance evaluation process of the Board of Directors is based on assumptions considered in previous evaluation processes, for better comparability and evolution of results, and also incorporated improvements based on national and international benchmark surveys, governance practices, and the context of Vale's business.
The process includes the revision of the evaluation questionnaire adopted in previous years to allow for an even more comprehensive view regarding the challenges and opportunities for evolution in the effectiveness of the Board of Directors.
In 2022, the process was carried out by an independent specialized external consulting firm, and the results of the evaluation were presented, in consolidated form, to the Board of Directors and its Committees.
Based on the results obtained, the priorities to be addressed to improve their effectiveness and performance are aligned with the Board of Directors and, subsequently, the respective action plan is developed, and several initiatives were developed in this context, including the revision of the Company's Bylaws throughout 2022, which also reflected the restructuring of the Board's Advisory Committees.
Within the scope of the evaluation of the Board of Directors, as a collegiate body, the following dimensions are addressed:
• Compliance with the Mandate;
• Composition and Structure;
• Processes and Support Structure;
• Dynamics and Effectiveness;
• Contributions.
With regard to individual evaluation, each member of the Board of Directors does his or her own self-assessment and is evaluated by peers, according to the following dimensions:
• Contributions;
• Participation and Engagement;
• Competencies and Personal Profile.
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Annual evaluation components and processes
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1. Specialized external consultant
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Develop and conduct the assessment process
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2. Questionnaire
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For the Board’s assessment, the directors and executive officers provide their insights on:
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3. Individual Interviews
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Conducted by the consulting firm with directors and executive officers
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4. Analysis
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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.
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5. Feedback Incorporated
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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.
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Results of the 2020 Intermediate Assessment
Board Committees
Board oversight:
The Board deliberates on strategic guidelines and plans, monitors and evaluates Vale’s economic and financial performance, analyses its corporate and financial risk policies, elects and evaluates the Executive Officers.
Committees:
• Audit and Risks: assist and propose improvements relating to its area of performance, with the objective of overseeing the quality and integrity of financial reports; the adhesion to legal, statutory and regulatory norms; the adequacy of risk management processes; and the activities carried out by the internal and independent auditors, so as to provide improved efficacy and quality to the decisions made by the Board of Directors, and ensure that the Company’s activities are performed in accordance with the laws, ethics, and internal controls.• People and Remuneration: assist and propose improvements relating to its area of performance, so as to provide improved efficacy and quality to the decisions made by this body and ensure that the Company’s activities are performed in accordance with the laws, ethics, and internal controls.
• Capital Allocation and Projects: assess and recommend long-term capital allocation strategies, including investments and disinvestment projects; capital structure strategy and financial guidelines; funding and indebtedness strategy; the guidelines for implementation, management and monitoring of the current capital and investment projects portfolio; annual and multiannual budget, and monitor the execution thereof; among other activities.
• Sustainability: assess and recommend sustainability strategy and guidelines and the integration thereof into the Company’s strategic planning, aimed at creation of value, competitivity and sustainability – social, environmental and economic; direction the strategic sustainability indicators and the communication and disclosure thereof; among other activities.
• Nomination and Governance: assess and recommend internal policies and norms regarding the nomination of members of the Board of Directors, Advisory Committees and the Company’s Chairman, in compliance with the applicable legal requirements and best Corporate Governance practices; evolution and continuous improvement of Corporate Governance practices; among other activities.
• 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; strategic direction regarding new technologies and new products aiming the competitiveness and sustainability; among other activities.
Management
The President and Executive Vice Presidents are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.
Reporting date: Dec/2022
Audit and Risks
- Number of meetings: 19
- Participation rate: 99.8%
During 2022, the Committee fulfilled its duties, in line with the best interests of the Company and to the duties as provided in its internal regulations, among which the following stand out:
- Quarterly monitoring of reports from the Audit and Compliance Board, including the Reporting Channel, Ethics and Compliance Program, Internal Audit and SOX control;
- Hiring a Technical Audit to assess Vale’s Ethics and Compliance Program, seeking recommendations and opportunities for improvement;
- Review of the 2022 quarterly and annual financial information and other regulatory documents of Vale and discussions on the subject with internal areas and independent auditors;
- Conducting periodic meetings with the Controllership and Risk Management areas and with the internal auditors to supervise the audit processes related to the examination of internal controls;
- Analysis of legal provisions and contingencies and monitoring of the estimation criteria prepared by Management for contingencies, especially related to SEC, Brumadinho, Samarco and Renova Foundation;
- Review and streamlining of the Company’s Integrated Risk Map and definition of priority risk topics, in addition to reviewing the Risk Management Policy;
- Discussion of the Company’s critical and very critical risks, as well as the controls necessary to mitigate them;
- Monitoring of geotechnical risks, dam decharacterization projects and resource and reserve reports;
- Monitoring of the Company’s correspondence and interactions with capital market regulatory bodies (SEC, CVM and B3).
Capital Allocation and Projects
- Number of meetings: 22
- Participation rate: 93.6%
In order to ensure that activities related to financial management, economic and financial performance and the Company’s long-term capital allocation strategy are conducted efficiently and protectively, the following activities conducted by the Committee stand out in the period:
- Monitoring Vale’s budgetary performance and recommending the budget proposal for 2023;
- Assessment of the Company’s relevant projects: Voisey’s Bay mine located in Canada, Sol do Cerrado project, Capanema maximization, Bahodopi mine and Pomalaa project in Indonesia, and Furnace 2 project at Onça Puma;
- Assessment and monitoring, from a financial perspective, of the Company’s main ongoing projects, as well as monitoring the budgetary status of these projects;
- Monitoring of the main financial indicators, including cash flow, risk investments and financial risk map;
- Analysis, recommendation and monitoring of Share Buyback Programs, Shareholder Compensation, Hedge and Trade.
- Monitoring of divestments made by the Company, such as: manganese ferroalloys operations, coal and general cargo operations in Africa, California Steel Industries, and the Midwest iron ore production system
Sustainability
- Number of meetings: 20
- Participation rate: 91%
Since its creation, the Committee has evolved along with market demands for the segment, bringing up extremely relevant topics for debate to ensure the alignment of the Company’s policies and practices with sustainability in the social, environmental, climate and economic dimensions, enhancing strategic discussions between executives and the Board of Directors. In this context, the following activities stand out in the period:
- Analysis of issues related to Environmental and Social Sustainability, through specific sessions on climate change, biodiversity, management of water resources, environmental licensing, reduction of the risk level of dams, new technologies for the energy matrix, human rights and relationship with stakeholders;
- Monitoring of the Brumadinho repair plan and follow-up of repair actions in Mariana;
- Visit to communities with a critical relationship with Vale;
- Assessment and guidance on policies within its competence, positions and strategic plan on Sustainability topics, including recommending the 2023 budget for socio-environmental and institutional external expenditures for the Company to move forward with the 2030 commitments;
- Deepening the “Vale Carbon Neutral Strategy” agenda, aiming at its fulfillment by 2050, through specific sessions to address the evolution of the MACC curve, the REDD+ Business Plan, the evolution of the forestry goals, and decarbonization scopes 1 and 2;
- Active contribution in preparing and recommending the approval of the 2021 Integrated Report, having met with the independent readers of the report after its release, to capture opportunities for improvement identified by them for the next year.
People and Remuneration
- Number of meetings: 16
- Participation rate: 93.75%
The following activities of the Committee throughout 2022 are highlighted, still considering its scope consolidating the topics of people, remuneration and governance:
- Conducting the process of revising the structure of the Advisory Committees and the amendment of the Company’s Bylaws.
- Evolution of the Corporate Policies track, a project aimed at clarify the roles of the Board of Directors and Executive Committee regarding the Company’s Governance. The Policies have thus been segregated into Corporate and Administrative Policies, the first group being compete to the Board of Directors and the second to the Executive Committee. There has also been a consolidation in the range of policies subject to decision by the Board of Directors, from 31 to 20, and the definition that such policies will be based on principles.
- Action Plan of the Board of Directors, with the Committee coordinating the Board’s “pulse” assessment process, in partnership with a specialized external consulting firm, and producing an Action Plan, containing 6 macro topics, to address the consultancy’s recommendations.
- Review of the VSP and the Executive Committee’s goals framework.
- Talent Management Review as periodic guidelines for the Committee meetings, optimizing the follow-up of the VicePresidencies and the Executive Presidency in terms of their succession pipelines. Emphasis was placed on creating a contingency line for emergency replacements and the relevance of working to improve our pipeline for critical functions was verified.
Nomination and Governance
- Number of meetings: 8
- Participation rate: 100%
Since its installation, in June 2022, the Committee has concentrated its activities on the process of nominating the composition of the Board of Directors for the 2023-2025 term, having, as of 2023, added to its activities the monitoring of governance issues, seeking the evolution and continuous improvement of the practices adopted by the Company in its journey as a global corporation. In this context, the following activities stand out in the period:
- Analysis of the results of the annual evaluation process of the Board of Directors and Advisory Committees to identify opportunities for improvement in the process of nominating the collegiate for the following term;
- Assessment and review of the Board of Directors’ Critical Competencies Matrix, and conducting the directors’ self-assessment process based on the revised matrix;
- Discussion and alignment of assumptions for the composition of the Board of Directors (including criteria for overboarding, age and number of tenures) and the desirable profiles of new candidates, in addition to reflection on the Succession Plan of the Board of Directors;
- Assessment and interviews with candidates for the Board of Directors, with the collaboration of a specialized external consultancy;
- Elaboration of the Nomination Report containing the proposed composition of the Board of Directors for the 2023-2025 term (available at www.vale.com/investors); and
- Review of the compensation model for the Board of Directors and Advisory Committees, contemplated in the annual global compensation proposal.
Innovation
- Number of meetings: 8
- Participation rate: 95%
With the amendment of the Company’s Bylaws, the Committee was repositioned and began to act on a non-statutory and non-permanent basis. During 2022, among the activities of the Committee, the following stand out:
- Discussion and follow-up on opportunities for synergy between Vale’s Centers for Technological Development and R&D Portfolio, and projects for the dissemination of agile teams, digital transformation and innovation, accompanying Vale’s cultural transformation;
- Review of the approach regarding the construction of the Portfolio of the Future, Open Innovation, Corporate Venture Capital, Corporate Venture Builder, Partnerships, Joint Ventures, and Corporate Strategy;
- Implementation of a specific agenda at Committee and Board of Directors meetings to present outstanding projects related to Innovation (Innovation Share), with the aim of signaling the relevance of innovation for the future of Vale and stimulating innovation in the Company;
- Discussion and monitoring of the main initiatives adopted on Governance and Culture of Innovation, connecting strategic themes and ensuring focus on priority initiatives with high potential impact;
- Discussion of the Executive Committee’s proposal for the first Innovation budget.
- Number of meetings: 8
- Participation rate: 90.6%
- Improved operational and geotechnical risk management governance by monitoring the evolution of the Risk Management Model in order to ensure compliance of the areas with control and safety systems, such as HIRA, VPS and B-wise and monitoring of the main mitigation plans;
- Monitoring and support for the evolution of governance in Geotechnics;
- Monitoring of the Dam De-characterization Process and the Dam Management System;
- Monitoring of the Tailings Disposal Strategic Plan;
- Monitoring of the implementation of Vale’s management model across the Company;
- Monitoring of the main occupational safety events and operational processes based on the Health, Safety and Operational Risk indicators aligned with the VPS;
- Monitoring of Risks and mitigation plans related to Information Security – Operational Technology.
Get to know the members of the committees:
- Luis Henrique Cals de Beauclair Guimarães (Coordinator)
- Daniel André Stieler
- Fernando Jorge Buso Gomes
- José Luciano Duarte Penido
- Marcelo Gasparino da Silva
- Rachel de Oliveira Maia (Coordinator)
- Andre Viana Madeira
- João Luiz Fukunaga
- Paulo Hartung
- João Luiz Fukunaga (Coordinator)
- Luis Henrique Cals de Beauclair Guimarães
- Manuel Lino Silva de Sousa Oliveira
- Shunji Komai
- Vera Marie Inkster (Coordinator)
- Manuel Lino Silva de Sousa Oliveira
- Rachel de Oliveira Maia
- Daniel André Stieler (Coordinator)
- Marcelo Gasparino da Silva
- Vera Marie Inkster
- José Luciano Duarte Penido (Coordinator)
- Fernando Jorge Buso Gomes
- Paulo Hartung
- Shunji Komai
- Wagner Vasconcelos Xavier
Fiscal Council and Audit and Risks 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 2022, the Fiscal Council was mainly responsible for examining financial statements, quarterly income, and other documents of its competence, submitted to the General Shareholder’s Meeting, including those related to the distribution of shareholder remuneration, cancellation of common shares, and corporate transactions. 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 and risks 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 and Risks 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 committees is summarizing in the table below:
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Audit and Risks Committee
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Fiscal Council
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Description
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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.
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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.
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Members
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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.
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Members are elected directly by the shareholders and report directly to the shareholders.
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Attributions (non-exaustive)
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In addition to applicable Brazilian rules, Vale is required to comply with the audit risks 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 and risks committee, Vale will rely on the audit and risks 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:
- Gabriel Muricca Galípolo
- Heloísa Belotti Bedicks
- Márcio de Souza
- Paulo Clovis Ayres Filho
- Raphael Manhães Martins
- Adriano Pereira de Paula
- Jandaraci Ferreira de Araujo
- Ana Maria Loureiro Recart
- Guilherme José de Vasconcelos Cerqueira
- Adriana de Andrade Solé
Executive Committee
The President and Executive Vice Presidents 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 eleven executive directors.
The Board of Directors appoints members of the Executive Committee 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 Executive Committee, for its advice, has, on a permanent basis, six non-statutory, technical and advisory committees, called:
Eduardo Bartolomeo
Chief Executive Officer
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.
Alexandre Pereira
Executive Director for Global Business Solutions
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
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
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
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
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
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
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 for Sustainability
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.
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.