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 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.   

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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.
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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. 

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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
​​​​​​-
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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 
-
-
-
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 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.

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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 
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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. 

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