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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 

    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

    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. 

    *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

    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 

    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 
    -

    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. 

    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) ​
    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
    ​​​​​​-
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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
    -
    -
    -
    -
    Fernando Jorge Buso Gomes 
    M
    -
    -
    -
    -

    Heloísa Belotti Bedicks
    -
    M
    -
    -
    M
    João Luiz Fukunaga 
    -
    M
    -
    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
    50,0% 
    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.  

    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 

    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. 

    Arquivo Vale