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ESG, People

Vale shareholders elect Board of Directors with more foreigners and women for 2023-25 term

Ordinary General Meeting ratifies the list presented by the Nominations and Governance Committee

Vale's shareholders gathered virtually today to elect the members of the Board of Directors for the 2023-25 term. The elected Board made progress towards greater diversity and maintained the number of eight independent members. Four non-Brazilian were elected, two more than in the 2021-23 biennium, and two women, one more than in the previous formation. Thus, the shareholders endorsed the list suggested by the Nominating and Governance Committee. 

The independent members elected were: Douglas Upton, José Luciano Duarte Penido, Luís Henrique Guimarães, Ollie Oliveira, Marcelo Gasparino (elected vice-chairman of the Board), Paulo Hartung, Rachel Maia and Marie Inkster. The non-independent members elected were: Daniel André Stieler (elected Chairman of the Board), Fernando Buso Gomes, João Luiz Fukunaga and Shunji Komai. The 13th member of the Board is André Viana, elected by the employees.

One more independent member was elected than the minimum required by Vale's bylaws, which is already higher than the regulatory requirements in Brazil. The criteria for independence followed the rules of the Brazilian stock exchange and the company's bylaws. 

"This formation will provide continuity to the work that the Board of Directors has been carrying out since the previous two-year period, in its quest to build the Vale of the future," says Daniel Stieler. "We want Vale to be recognised as a company that promotes sustainable mining, fosters low-carbon solutions and remains disciplined in its capital allocation."
The newly elected non-Brazilian are Australian Douglas Upton, Canadian Marie Inkster and Japanese Shunji Komai (who replaces Japanese Ken Yasuhara). They join British Ollie Oliveira, re-elected for his second term. With regard to female participation, Marie Inkster joins Rachel Maia. Six of the 12 seats appointed by the shareholders on the Board were renewed in the election.
The changes reflect the recommendations of the Nominating and Governance Committee, including having more directors with international experience and greater diversity, as well as reinforcing critical board competencies, such as greater knowledge of the mining industry and international mindset. In this process, the members of the Committee held roadshows with Vale's most important investors, representing more than 50% of its shareholder base. The investors' perceptions were considered in the process of nominating candidates, who were assessed based on the Board's matrix of critical competencies and with the support of an independent consultancy.

The new Board will continue to lead Vale in its ambition to become a leader in sustainable mining and a benchmark in creating and sharing value with its shareholders, stakeholders and society. In the global energy transition, Vale plays a fundamental role, with its portfolio of high-quality iron ore products and solutions, essential for the decarbonisation of steelmaking, and as a producer of metals essential to global electrification. 

At the Annual General Meeting, the shareholders also approved the 2022 financial statements, the proposal for the allocation of the 2023 net income and capital budget, and the establishment of the administrators' compensation. In addition, the members of the Fiscal Council were elected.


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