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

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

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

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Compensation proposals

Annual remuneration

Components of remuneration

Good practices

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

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

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

Executive remuneration is guided by our Executive Directors Compensation Policy, which was approved by the Board of Directors in 2019 and has introduced a number of enhancements since 2020. These include a remuneration mix aligned with international practices, with a greater allocation in long-term variable remuneration and malus and clawback rules.

Our Executive Committee does not have a mandate to approve its own remuneration, nor is it responsible for setting targets and parameters for variable remuneration. Enterprise-wide remuneration practices are the responsibility of Human Resources, which has recently introduced a number of new policies and practices, including a living wage policy (read more in Our People).

Amounts in Reais (R$)	2021 Actual	2022 Actual	2023 Approved
Board of Directors	11.233.740	18.045.790	17.548.230
Advisory Committees	9.944.679	1.961.745	4.252.267
Oversight Board	1.572.553	1.633.973	1.676.833
Executive Committee	163.744.175	204.991.368	201.622.059
Total	186.495.148	204.991.368	225.099.389

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

Board of Directors

Monthly fixed remuneration. The sole alternate member of the Board receives the fixed component when participating in a Board meeting, replacing the employee-elected member.

Advisory committees to the Board Of Directors

These committees receive only monthly fees consistent with the scope of each Committee's responsibilities.

Oversight Board

Fees for regular members amount to 10% of the average fixed remuneration granted to members of the Executive Committee.

1. No governance bodies receive short or long-term variable remuneration.

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Good practices in Executive Committee compensation

25% of long-term variable remuneration linked to environmental, social, and governance (ESG) metrics.

Short-term remuneration focused on critical Safety, Risk and Sustainability targets, EBITDA, and strategic goals supporting the Company’s ambitions.

Malus rules and Clawback policy under which the Company may suspend or request the return of variable remuneration payments in exceptionally serious cases.

Since 2020, departments such as Health, Safety, Geotechnics, Reparation, and Compliance have no targets tied to financial or production performance, underscoring our emphasis on Risk Management as a priority.

A more comprehensive performance review process for Executive Committee members (360° for the CEO and 180° for Vice Presidents), with the results affecting executive remuneration (pay for performance).

Annually, we benchmark our executives’ overall compensation and remuneration mix against the global market median, with a higher allocation in long-term variable remuneration.

Minimum shareholding requirements: 36x the monthly salary for the CEO 24x the monthly salary for Vice Presidents.

Long-term incentives in the form of real shares pay “virtual dividends,” helping to align senior management priorities with our shareholders’ vision.

In 2024, we plan to include ROIC (Return on Invested Capital) in our LTIP (25%), as a way to enhance value creation with a stronger alignment with investor interests and Vale’s strategic goals.

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