Leadership - Vale

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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

Board Profile

Board member Selection

Advisory Committees

Fiscal Council

Executive Committee

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.

Vale's Archive

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 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.

See the resume of our Board members here

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*According to the resolution by the 2023 A/EGM, the Board of Directors has a fixed number of 13 Board members for the 2023-2025 mandate. On March 11, 2024, 1 (one) independent Board member submitted his resignation letter. And on July 1st, 2024, 1 (one) independent Board member submitted her resignation letter.
** Updated July 1, 2024 to reflect new Board composition.

Activities in 2023:

21 Board meetings, including 2 strategic planning meetings and 2 onboarding meetings;
63 meetings of Advisory committees; and
94% of average attendance rate, with no Board member attending less than 75% of the meetings.

For more information on the Board's main topics, see the 2023 Vale’s Board of Directors Annual Report and our Proxy Statement 2024, section Our Governance.

Vale's Archive

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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.

Vale's Archive

Matrix

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.

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Management experience	Functional experience	Sector experience
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.  Comercial 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	-

Evaluation of Board members

Evaluation of Board members according to the Critical Competencies Matrix on March 7, 2023

Evaluation of the Board

Annual evaluation of the Board

Our Board of Directors is annually evaluated to identify opportunities for continuous improvement in its performance and governance, with the assistance of the Nominating and Governance Committee. The Board and Advisory Committee evaluation process is conducted with independence by a specialized external consulting firm, who assess their performance as collegiate bodies (consolidated results are presented and discussed with the body) and as individuals (in this case, the individual assessment results are shared with the Chairman for subsequent individual feedback).

At the end of 2023, the Board of Directors and its Advisory Committees had their performance assessment process started, with completion expected for the first few months of 2024. The results will point out improvement priorities and underpin action plans to enhance their work.

Vale's Archive

Learn more

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

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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.

Vale's Archive

Vale's Board Members and Advisory Committees

Capital Allocation and Project

Internal regulation

Report

Daniel André Stieler (Chairman)

Marcelo Gasparino da Silva
(Vice Chairman)

André Viana Madeira
-

Douglas James Upton
-

Fernando Jorge Buso Gomes
M

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
-

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
-

João Luiz Fukunaga
-

Luis Henrique Cals de Beauclair Guimarães
-

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

Paulo Hartung
-

Rachel de Oliveira Maia
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
-

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
-

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
-

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
-

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
-

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

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

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
-

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

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

Shunji Komai
-

Vera Marie Inkster – Marie
1

% independent
-

Participation rate
-

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	Capital Allocation and Project	Audit and Risks	Nomination and Governance	People and Compensation	Sustainability
Daniel André Stieler (Chairman)	M	-	CM	-	-
Marcelo Gasparino da Silva (Vice Chairman)	-	-	M	M	-
André Viana Madeira	-	-	-	-	M
Douglas James Upton	M	M	-	-	-
Fernando Jorge Buso Gomes	M	-	-	-	-
João Luiz Fukunaga	-	-	-	CM	M
Luis Henrique Cals de Beauclair Guimarães	CM	-	-	M	-
Manuel Lino Silva de Sousa Oliveira – Ollie Lead independent director	M	CM	-	-	-
Paulo Hartung	-	M	-	-	M
Rachel de Oliveira Maia	-	-	M	-	CM
Shunji Komai	M	-	-	M	-

% independent	50,0%	100%	66,7%	50%	50%
Attendance rate at meetings in 2023	97%	100%	100%	95%	98%
	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.

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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.

Vale's Archive

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

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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

Access here the internal regulation CSUS

Access here the internal regulation CACP

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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.