Our leadership acts to achieve Vale's long-term ambitions, while remaining attentive to the company's purpose. We are committed to promoting the key behaviors in our operations and to leveraging the cultural transformation we're undergoing. 
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Board of Directors 

Vale's Board of Directors is dedicated to the Company's strategic agenda, overseeing, and supporting actions to position Vale as a leader in sustainable mining and a reference in value creation and sharing.  

As stated in our Bylaws, the Board consists of 11-13 directors elected at the Annual General Meeting and 1 director elected by Vale employees (including 1 alternate). The Board has a mandatory majority of independent directors, a unified two-year term and a structure prepared for the prudent management of Vale.  

The Board meets regularly, at least 8 times a year, and exceptionally when called by its Chairman, or in his absence, by the Vice Chairman, or by 1/3 (one third) of the Directors collectively. Decisions require a quorum representing the majority of members and are taken by majority vote. 

The Board of Directors has internal regulations governing its functioning and the relationship between the Board of Directors and other corporate bodies, that can be access here. 

The average profile of the Board includes experienced individuals with competencies appropriate to Vale's challenges (see more in the Member Selection Process, below). Gender, racial and cultural diversity contribute to diverse perspectives. 

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Vale's Board of Directors is dedicated to the Company's strategic agenda, overseeing, and supporting actions to position Vale as a leader in sustainable mining and a reference in value creation and sharing.  

The Board is composed of 13 effective members, of which 12 are elected at the Annual General Meeting and 1 is elected by Vale employees (including 1 alternate). The Board has a mandatory majority of independent,  directors, a unified two-year term and a structure prepared for the prudent management of Vale.  

The Board meets regularly, at least 8 times a year, and exceptionally when called by its Chairman, or in his absence, by the Vice Chairman, or by 1/3 (one third) of the Directors collectively. Decisions require a quorum representing the majority of members and are taken by majority vote. 

The Board of Directors has internal regulations governing its functioning and the relationship between the Board of Directors and other corporate bodies, that can be access here. 

The average profile of the Board includes experienced individuals with competencies appropriate to Vale's challenges (see more in the Member Selection Process, below). Gender, racial and cultural diversity contribute to diverse perspectives. 

* The data takes into account the composition of the Board of Directors on November 14, 2024.

Activities in 2024: 

 

  • 27 Board meetings, including 16 extraordinary’ s meetings; 

  • 80 meetings of Advisory committees; and

  • 99% of overall attendance rate for Board meetings.
     

For more information on the Board's main topics, see the 2024 Vale’s Board of Directors Annual Report and our Proxy Statement 2025, section Our Governance.   

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Board member selection 

The Board of Directors, in collaboration with the Nomination and Governance Committee and specialized international consultancies, updated the essential qualifications and experience that should be represented on the Board for the 2023-2025 term. This update takes into account Vale's business strategy, key competencies in the mining sector, preservation of corporate knowledge and market expectations, among other factors. 

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Critical Competencies Matrix of Vale’s Board of Directors

The Critical Competencies Matrix establishes more objective criteria for assessing the Board members' proficiency in each of the relevant competencies, thereby increasing the accuracy of the assessment of the presence of competencies within the Board. Please see Vale's Critical Competencies Matrix below. 

Management experience 

Relevant executive experience

Acting as a member of the Executive Committee and/or Board of Directors. 

Experience in the business environment in Asia

Preferably in Vale’s area of operation, especially in China.

Institutional, governmental and regulatory relation

Working with these bodies, as well as in corporate communication. 

Relationship with shareholders 

Knowledge of capital markets and relationships with shareholders.

Functional experience 

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. 

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.

Business innovation

In Vale’s value chain and adjacent areas, supporting the company’s climate strategy.

Comercial and Trading

Understanding of the global geopolitical and macroeconomic landscape, as well as the current competitive environment and industry trends. 

Digital Intelligence & New Technologies

Mindset for creating value through new technologies and digital intelligence.

Sector experience 

Mining

Preferably in the iron ore and base metals.

Steelmaking & Metallurgy

Including their value-creation drivers.

Global Chain Logistics

 Including management and optimization of global supply chains.
Management experience  Sector knowledge Functional knowledge

Relevant executive experience 
Acting as a member of the Executive Committee and/or Board of Directors

Cultural Transformation & Talent Management
Experience focused on the culture of value generation with social and environmental responsibility
Mining 
Preferably in the iron 
ore and transition 
metals business
Institutional,  Governmental and  Regulatory Relations Acting with such bodies, as well as in corporate 
communication
Experience in the Asian business environment
Preferably in Vale’s area of operation, especially in China
Business innovation
Experience with  innovations potentially  applicable to Vale and its value chain, including  supporting the Company’s 
climate strategy
Steelmaking & Metallurgy 
Including their value 
creation drivers
Commercial and Trading
Understanding of the 
geopolitical landscape  and competitive environment, including current business and industry trends

Finance & Portfolio with value orientation and performance accountability
In the areas of corporate finance, capital allocation and asset portfolio management in large companies.

ESG
In socio-environmental and governance areas, in integrity and compliance processes, preferably in natural resource 
industries. Experience in engaging with society, especially with neighboring communities, 
is desirable
Global Chain Logistics 
Including Management and optimization of global supply chains 
Risk Management and 
Safety
In organizations with a 
risk profile compatible 
with that of natural 
resource companies

Capital Markets
Knowledge of the capital market and relationships with its agents, especially 
long-term investors
 
Oil and Gas 
Including their Value 
Creation Drivers

Annual assessment of the Board of Directors

Vale’s Board of Directors periodically conducts, with the support of the Nomination and Governance Committee and the support of specialized and independent external advisory services, an evaluation process regarding its effectiveness, which stimulates reflections and debates on opportunities for its continuous improvement, evolution of its governance and reinforces the engagement of the Board Members in this process.

The most recent evaluation process, which began at the end of 2023 and concluded in the first quarter of 2024, was attended by the Board Members and members of the Company’s Executive Committee, providing a broad view of the priorities to be addressed for the evolution of governance and optimization of the performance of Vale’s Board, aligned with the highest standards, compatible with a global corporation.

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In the context of this process, both the Board and its Advisory Committees were evaluated,addressing issues related to the following topics: (a) fulfillment of the mandate; (b) composition and structure; (c) processes and support structure; (d) dynamics and effectiveness; and (e) contributions. The results of the evaluation were presented to the board members in a consolidated manner, and from then on, priority fronts were aligned for the development of the effectiveness of the Boardand its Advisory Committees.

The Board’s evaluation process also provided better visibility regarding the evolution ofits maturity and its main strengths, in the view of its directors and the Company’s executives, with emphasis on i) the relevance of the Board of Directors’ agenda and the degree of contribution to the Company’s business, ii) the evolution in the Board’s environment and in relationships of trust,and iii) alignment regarding the board’s priorities, including strategy, culture, people and institutional relations.

Learn more 

Details of the methodology are described in the Reference Form, section 7.1. 

Advisory Committees 

The Advisory Committees assist the Board of Directors in areas of expertise that are critical to the better supervision of Vale. There are 5 permanent committees, composed exclusively of Board members, as provided for in the Bylaws. The Audit and Risk Committee is composed exclusively of independent Directors, in line with best corporate governance practices.  

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Vale's Board Members and Advisory Committees

Capital Allocation and Project

Internal regulation

Report

Daniel André Stieler (Chairman) ​
M
 
Marcelo Gasparino da Silva
(Vice Chairman) 
-

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
M
 

Heloísa Belotti Bedicks
-

João Luiz Fukunaga 

-

Luis Henrique Cals de Beauclair Guimarães 
CM

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
-

Paulo Hartung  
-

Rachel de Oliveira Maia 
-
 

Reinaldo Duarte Castanheira Filho
M

Shunji Komai 

-

Vera Marie Inkster – Marie 
-

% independent
60,0%

Participation rate
97,3%
​​​​​​

Audit and Risks 

Internal regulation

Report

Daniel André Stieler (Chairman) ​
-

Marcelo Gasparino da Silva
(Vice Chairman) 
-

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
-

Heloísa Belotti Bedicks
M

João Luiz Fukunaga 
-

Luis Henrique Cals de Beauclair Guimarães 
-

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
-

Paulo Hartung  
-

Rachel de Oliveira Maia 
M

Reinaldo Duarte Castanheira Filho
M

Shunji Komai 
-

Vera Marie Inkster – Marie 
CM

% independent
100%

Participation rate
99,8%
​​​​​

Nomination and Governance

Internal regulation

Report

Daniel André Stieler (Chairman) ​
CM

Marcelo Gasparino da Silva
(Vice Chairman) 
M

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
-

Heloísa Belotti Bedicks
-

João Luiz Fukunaga 
-

Luis Henrique Cals de Beauclair Guimarães 
-

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
-

Paulo Hartung  
-

Rachel de Oliveira Maia 
-

Reinaldo Duarte Castanheira Filho
-

Shunji Komai 
-

Vera Marie Inkster – Marie 
M

% independent
66,7%

Participation rate
100%
​​​​​​

People and Compensation 

Internal regulation

Report

Daniel André Stieler (Chairman) ​
-

Marcelo Gasparino da Silva
(Vice Chairman) 
-

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
-

Heloísa Belotti Bedicks
-

João Luiz Fukunaga 
CM

Luis Henrique Cals de Beauclair Guimarães 
M

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
M

Paulo Hartung  
-

Rachel de Oliveira Maia 
-

Reinaldo Duarte Castanheira Filho
-

Shunji Komai 
M

Vera Marie Inkster – Marie 
-

% independent
50%

Participation rate
93,8%
​​​​​​

Sustainability 

Internal regulation

Report

Daniel André Stieler (Chairman) ​
-

Marcelo Gasparino da Silva
(Vice Chairman) 
-

André Viana Madeira 
M

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
-

Heloísa Belotti Bedicks
M

João Luiz Fukunaga 
M

Luis Henrique Cals de Beauclair Guimarães 
-

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
-

Paulo Hartung  
M

Rachel de Oliveira Maia 
CM

Reinaldo Duarte Castanheira Filho
-

Shunji Komai 
-

Vera Marie Inkster – Marie 
-

% independent
50%

Participation rate
91,0%
​​​​​​

Innovation¹ 

Internal regulation

Report

Daniel André Stieler (Chairman) ​
-

Marcelo Gasparino da Silva
(Vice Chairman) 
-

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
M

Heloísa Belotti Bedicks
-

João Luiz Fukunaga 
-

Luis Henrique Cals de Beauclair Guimarães 
-

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
-

Paulo Hartung  
M

Rachel de Oliveira Maia 
-

Reinaldo Duarte Castanheira Filho
-

Shunji Komai 
M

Vera Marie Inkster – Marie 
-

% independent
40%

Participation rate

95%
​​​​​​

Other boards 

Daniel André Stieler (Chairman) ​
1

Marcelo Gasparino da Silva
(Vice Chairman) 
2

André Viana Madeira 
-

Douglas James Upton 
-

Fernando Jorge Buso Gomes 
1

Heloísa Belotti Bedicks
-

João Luiz Fukunaga 
-

Luis Henrique Cals de Beauclair Guimarães 
2

Manuel Lino Silva de Sousa Oliveira – Ollie
Lead independent director 
1

Paulo Hartung  
-

Rachel de Oliveira Maia 
2

Reinaldo Duarte Castanheira Filho
-

Shunji Komai 
-

Vera Marie Inkster – Marie 
1

% independent
-

Participation rate
​​​​​​-
Capital Allocation and Project  Audit and Risks  Nomination and Governance  People and Remuneration  Sustainability 
 
Daniel André Stieler (Chairman) 
M 
-
CM 
- 
-
Marcelo Gasparino da Silva
(Vice Chairman) 
-
-
M 
M
-
André Viana Madeira 
-
-
-
-
M
Douglas James Upton 
M
-
-
-
-
Fernando Jorge Buso Gomes 
M
-
-
-
-

Heloísa Belotti Bedicks
-
M
-
-
M
João Luiz Fukunaga 
-
-
-
CM
M
Luis Henrique Cals de Beauclair Guimarães
CM
-
-
M
-
Manuel Lino Silva de Sousa Oliveira – Ollie

Lead independent director 
-
CM
-
-
-
Paulo Hartung  
-
-
-
-
M
Rachel de Oliveira Maia
-
-
M
-
CM

Reinaldo Duarte Castanheira Filho
M
M
-
-
-
Shunji Komai
M
-
-
M
-
 
 
 
 
 
 
% independent
50% 
100%
66,7%
50%
50%
Attendance rate at meetings in 2024
94% 
92% 
100% 
98%
91%
 
Internal regulation

Report
Internal regulation

Report
Internal regulation

Report
Internal regulation

Report
Internal regulation

Report

Subtitle: M – member; CM – coordinate member of the Advisory committee.  

Fiscal Council 

The Fiscal Council is a permanent and independent supervisory body, separate from the Executive Committee and the Board of Directors, as required by Brazilian law. This body, guided by the principles of transparency, fairness and accountability, aims to contribute to the optimal performance of the organization.

The Fiscal Council, composed of 3 to 5 members, is responsible, in particular, for monitoring compliance and the fulfillment of statutory and legal obligations. It gives its opinion on the management report and the proposals of the relevant administrative bodies regarding changes in the share capital, the issuance of bonds or subscription bonuses, investment plans or budgets. 

To find out more, access the Corporate Charter of the Fiscal Council.

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Composition  

Member

Dario Durigan  

Alternate

Adriano Pereira de Paula 

Member

Heloísa Belotti Bedicks 

Alternate

Jandaraci Ferreira de Araujo 

Member

Márcio de Souza 

Alternate

Ana Maria Loureiro Recart 

Member

Paulo Clovis Ayres Filho 

Alternate

Guilherme José de Vasconcelos Cerqueira 

Member

Raphael Manhães Martins 

Alternate

Adriana de Andrade Solé 
Lorem, ipsum.
Members  Alternate 
Dario Carnevalli Durigan 
Rafael Rezende Brigolini 
Vacant
Adriana Andrade Solé 
Márcio de Souza 
Ana Maria Loureiro Recart 
Paulo Clovis Ayres Filho 
Guilherme José de Vasconcelos Cerqueira 
Raphael Manhães Martins 
Jandaraci Ferreira de Araújo 

Executive Committee 

Executive Committee 

The President (CEO) and Executive Vice Presidents serve as legal representatives and are responsible for the day-to-day operational aspects of Vale. They are also in charge of the implementation of the policies and objectives set by the Board of Directors. All their duties are outlined in the Bylaws, which also state that the Executive Committee must have a minimum of six and a maximum of eleven members. 

The Board of Directors elects the President and Executive Vice Presidents for a three-year term, with the power to remove them at any time. According to Brazilian law, they may be resident or domiciled abroad, subject to the appointment of a representative resident in the country. They meet fortnightly, with the possibility of convening extraordinary meetings at the initiative of any of its members. 

The Executive Committee is supported by five risk management advisory committees, which are: 

1) operational risks;  
2) geotechnical risks;  
3) strategic, financial, and cyber risks;  
4) compliance, institutional relations, and communication risks; and 
5) sustainability risks. 

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