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Board of Directors and Leadership

Our model of governance aims to establish the principles of clearly-defined roles, transparency and stability that guide our actions.​

The general guidelines and policies that guide our business are established by the Board of Directors, which monitors the implementation of these initiatives through reports from the Executive Committee. The Board receives advice from technical and consulting committees, as follow.​

The Fiscal Council is a permanent functioning body.

Board activities in 2021

Due to the significant renewal of the board, a careful onboarding and teamworking process was carried out in 7 meetings; another 6 meetings were dedicated to the annual Strategic Planning cycle. The Board's activities, carried out in close proximity to executives, shareholders and society, took place in 23 meetings throughout the year. The Advisory Committees held one hundred and fourteen meetings aimed at analyzing matters within their mandate in greater depth and making recommendations to the Board. It is also important to highlight the first year of operation of the Innovation Committee, which discussed issues related to digital transformation, research and development, mineral research, new technologies and new products, with a focus on ensuring Vale’s competitiveness and sustainability.

The Board's supervision focuses on:

  • Periodic monitoring of Vale's Integrated Global Risk Map;
     
  • The evolution of tailings dam management, the management of structures in critical safety conditions and the progress of the Upstream Dams Decharacterization Program;
     
  • The signing of the Integral Reparation Agreement for Brumadinho, in order to maintain the accelerated pace of reparation;
     
  • The reparation in Mariana, led by the Renova Foundation, with acceleration of programs, particularly in terms of compensation and resettlement, but which still needs to move forward to restore the right to housing of many families. We have also followed the engagement in discussions with authorities to enable a new level of governance for the Foundation, with more efficient and definitive deliveries in the integral reparation process;
     
  • Progress in Vale's cultural transformation to make it a safer, more innovative, diverse, equitable and inclusive Company – an organization that places value in collective learning and transforms the future of the industry, society and the planet;
     
  • Initiatives for the safe resumption of production capacity and competitiveness in the iron ore business;
     
  • Expansion of Vale’s high-quality product portfolio, with the launch of the green briquette and initiatives for the development of iron ore solutions in partnership with clients;
     
  • Reorganization of the Base Metals business, which faced significant operational impacts with the workforce stoppage in Sudbury and with critical maintenance activities in Sossego and Salobo;
     
  • Changes in the Executive Committee, with the creation of Executive Vice-Presidencies for Sustainability and Strategy and Business Transformation, and appointment of new executives, with emphasis on the Base Metals unit, which is now led by a woman, bringing gender and ethnic-racial diversity;
     
  • Divestment of non-core assets, such as the coal operation in Mozambique and the stakes in the companies Mosaic and California Steel Industries.

The Board has started a broad review of the company's Policies, beginning with a policy dedicated to the Guidelines for the Preparation of Corporate Policies (in matters assigned to the Board) and delegating certain matters to Administrative Policies (assigned to the Executive Committee). Among the policies already updated, I highlight the Management of Companies and Entities of the Group, as well as the Consequence Management.

Learn more about the Board’s activities here.

Board of Directors​

Our Board of Directors sets general guidelines and policies for our business and monitors the implementation of those guidelines and policies by our executive officers. Our bylaws provide for a Board of Directors consisting of a minimum of 11 to 13 members, who will have a unified term of two years, and reelection is allowed.

The Board of Directors has, on a permanent basis, five statutory advisory committees. They also count on a non-statutory advisory committee, the Inovation Committee, currently installed:

Capital Allocation and Projects Committee
Nomination and Governance Committee
People and Remuneration Committee
​
Sustainability Committee
Audit and Risks Committee
Innovation Committee*
* Non-statutory and non-permanent committee
To find out more about the members and bylaws of each committee, click here.

In 2019, following the Brumadinho dam rupture, Vale’s Board of Directors created Independent Extraordinary Advisory Committees (CIAEs), composed of external, independent, reputable and experienced experts. In 2020, the CIAEs of Investigation and Support and Reparation delivered their final reports and were discontinued, while the CIAE for Dam Safety was continued for another year, being discontinued in April 2021.

Learn more about the Independent Extraordinary Advisory Committees here.

Board independence​

New listing rules applicable to independence requirements for the Novo Mercado came into force in January​ 2018. In addition to the Novo Mercado listing rules and we have sought to define that the majority of board members must be independent directors, and our bylaws state that at least seven of our directors must be independent.

We currently have eight independent members. To be considered independent under our bylaws and the Novo​ Mercado listing rules in effect in 2018, a director may not:​

Have current professional ties to Vale other than as a member of the Board of Directors or be a significant shareholder of Vale
Have been an employee or executive of Vale  for at least the past three years
Sell goods or services to or purchase goods or services from Vale
Have been a member of Vale's Fiscal Council for at least the past three years
Be a relative, up to the second degree, of any director or executive of Vale; and have been a member of Vale’s audit and risks committee in the past three years
Be an affiliate of any non-profit organization receiving significant financial resources from Vale
Hold a direct or indirect share above 5% (five percent) of the Company’s capital stock or a formal or stated tie with a shareholder who holds a direct or indirect share above 5% (five percent) of the Company’s capital stock.
Held five (5) terms of office, or spent 10 (ten) years, consecutively or not, as a director of the Company
For more information about Vale’s board, access the Board of Directors' Internal Regulation.

Board Profile

Get to know who is part of Vale's Board of Directors and their main experiences and qualifications.

As of April, 2022

José Luciano Duarte Penido

Chairman
Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Knowledge of business in Asia
     
  • Institutional Relations
     
  • Operations Management
     
  • Cultural Transformation and Talent Management
     
  • ESG
     
  • Mining
     
  • Steel and Metallurgy
Education:
He graduated in Engineering of Minas by the School of Engineering of the Federal University of Minas Gerais in 1970.
José Luciano Duarte Penido
  •  Independent member and Chairman of Vale’s Board of Directors
    (member since May 2019);
     
  •  Member of the People and Remuneration Committee
    (since May 2021);
  •  Coordinator of the Sustainability Committee;
    (from May 2019 until April 2021);
     
  •  Member of the Sustainability Committee
    (from May 2021 to May 2022);
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
 
  •  Chairman of the Board of Directors of Fibria Celulose (between September 2009 and January 2019), a publicly-held company in the field of planted forests and pulp and paper production;
     
  •  Independent member of the Board of Directors (May 2017 to April 2019) of Banco Santander Brasil, a publicly-held financial institution;
     
  •  Independent member of the Board of Directors of Copersucar S.A. (2013 to June 2021), a private company in sugar and ethanol’s logistics and marketing sector;
     
  •  Independent member of the Board of Directors of Amparo Ypê Chemical (from 2013 to December 2019), a private company in the sector of household cleaning products;
     
  •  Independent member of the Board of Directors and the Human Talent Committee of the Algar S.A. Group, a family holding company with businesses in telecommunications, agriculture, hotels and entertainment (since 2015).

Fernando Jorge Buso Gomes

Vice-Chairman

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Cultural Transformation and Talent Management
     
  • Finance
Education:
He graduated with a Bachelor of Science in Economics from Bennett Integrated Colleges in 1979.
Fernando Jorge Buso Gomes
  •  Non-independent member and Vice-Chairman of the Board of Directors of Vale
    (where had held this position since January 2017 and had been a member of this board since April 2015);
     
  •  Member of the Capital Allocation and Projects  Committee
    (since December 2019);
  •  Member of the People and  Remuneration  Committee
    (since May 2019);
  •  Coordinator of the Governance and Sustainability Committee
    (from April 2015 to October 2017);
     
  •  Member of the Executive Development Committee
    (from April 2015 to October 2017);
     
  •  Member of the Strategic Committee
    (from April to October 2017);
     
  •  Coordinator of the Sustainability Committee
    (from November 2017 to April 2019);
     
  •  Member of the People Committee
    (from November 2017 to April 2019).
Board of Directors in other listed companies:
  •  Member of the Board of Directors of Bradespar S.A.
Relevant experiences:
 
  •  Vice-Chairman of the Board of Directors of Valepar S.A. (from January to August 2017), a closed-capital holding company that held control of Vale until August 2017, when it was incorporated by Vale, where he also served as Director (from April 2015 to August 2017) and member of the Board of Directors at the same company (from April 2015 to August 2017);
     
  •  Chief Executive Officer (since April 2015), Investor Relations Officer (since April 2015), member of the Board of Directors and Vice-Chairman of the Board of Directors (between April 2018 and October 2019) and Chairman of the Board of Directors (between October 2019 and April 2020) of Bradespar S.A., an open company;
     
  •  Member of the Board of Directors of 2B Capital S.A. (from November 2014 to December 2018), private equity investment management company, where he also held the positions of Chief Executive Officer (from March 2015 to June 2016) and Director (from June 2016 to December 2018);
     
  •  CEO of Antares Holdings Ltda., holding company of non-financial institutions (from April 2015 to April 2017);
     
  •  CEO of Brumado Holdings Ltda. (from April 2015 to April 2017);
     
  •  Director of Millennium Security Holdings Corp, holding company (since October 2015).

Daniel André Stieler

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Cultural Transformation and Talent Management
     
  • ESG 
     
  • Finance
     
  • Digital Intelligence and New Technologies
Education:
Mr. Daniel André Stieler graduated in Accounting Sciences from the Federal University of Santa Maria – UFSM in 1989, completed a postgraduate degree in Financial Administration from the Getúlio Vargas Foundation – FGV in 1998, an MBA in Audit from the Fundação Getúlio Vargas – FGV in 2000, and an MBA in Accounting from the Institute of Accounting, Actuarial and Financial Research Foundation - FIPECAFI in 2003.
Daniel André Stieler
  •  Non-independent member of the Board of Directors of Vale S.A.
    (since November 2021);
  •  Coordinator of the Capital Allocation and Projects  Committee
    (since June 2022);
  •  Member of the Capital Allocation and Projects Committee
    (since November 2021).
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
  •  President of the Banco do Brasil Employee Pension Fund - PREVI (since June 2021);
     
  •  Superintendent Director (from January to June 2021) of the Economus Instituto de Seguridade Social, a supplementary pension entity, where he also served as Chairman of the Deliberative Council (from July 2020 to January 2021) and as Member of the Fiscal Council (from June 2016 to July 2020);
     
  •  Member of the Board of Directors of Alelo S.A., a Brazilian solutions and services company (from April 2020 to April 2022);
     
  •  Member of the Board of Directors of Livelo S.A., a company in the benefits, corporate expense management and incentives sector (from April 2020 to October 2021);
     
  •  Statutory Controllership Officer of Banco do Brasil S.A., commercial bank (from July 2019 to January 2021);
     
  •  Member of the Advisory and Finance Board of Banco Votorantim S.A. (from October 2016 to October 2019);
     
  •  Member of the Accounting Affairs Committee of the Financial Institutions of the Brazilian Federation of Banks - FEBRABAN (from 2009 to 2019);
     
  •  Executive Manager of the Accounting Disclosure Management of the Banco do Brasil S.A. Conglomerate at the Accounting Board (from March 2009 to June 2019);
     
  •  Member of the Deliberative Council of the Corporate University of Complementary Pension – UniAbraap, supplementary pension (from February 2021 to June 2021);
     
  •  Member of the Deliberative Council of the Brazilian Association of Closed Entities of Complementary Pension – ABRAPP (since July 2021);
     
  •  Member of the Board of Directors of Tupy S.A. (since April 2022).

Eduardo de Oliveira Rodrigues Filho

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Knowledge of business in Asia
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Commercial and Tradin
     
  • Mining
     
  • Steel and Metallurgy
     
  • Global Chain Logistics
Education:
Mr. Eduardo de Oliveira Rodrigues Filho graduated in Civil Engineering from Pontifícia Universidade Católica – PUC RJ in 1978 and holds a postgraduate degree in Transporting Planning from the University of Westminster, completed in 2000.
Eduardo de Oliveira Rodrigues Filho
  • Non-independent member of the Board of Directors of Vale S.A.
    (since May 2019)
     
  •  Member of the People and Remuneration Committee
    (since June 2022);
  • Member of the Sustainability Committee
    (from November 2017 to 2019 and from May 2021 to May 2022);
     
  •  Member of the Governance and Sustainability Committee
    (from April 2015 to October 2017);
     
  •  Alternate member of the Board of Directors
    (from 2008 to 2018);
     
  •  Member of the Financial Committee
    (from April 2011 to April 2019).
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
 
  •  Member of the Board of Directors of Valepar S.A., being an Alternate Member from June 2011 to 2014 and as an Effective Member from May 2014 to August 2017;
     
  •  Managing Partner of CWH Consultoria em Gestão Empresarial, a consulting company (since March 2008).

Ken Yasuhara

Habilities, Knowledges and Experience:
  • Knowledge of business in Asia
     
  • Business Innovation
     
  • Finance
     
  • Digital Intelligence and New Technologies
     
  • Commercial and Trading
     
  • Mining
     
  • Steel and Metallurgy
     
  • Global Chain Logistics
Education:
He graduated in Policy Management from Keio University in Japan in 2001.
Ken Yasuhara
  •  Non-independent member of the Board of Directors
    (since May 2021);
     
  •  Member of the Innovation Committee
    (since May 2021);
     
  •  Member of the Sustainability Committee
    (since June 2022);
  •  Member of the Financial Committee
    (from June 2020 to April 2021);
     
  •  Alternate member of the Board of Directors
    (between December 2019 and April 2021).
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
 
  •  Director, General Manager of Mitsui & Co.'s Mineral Resources and Metals Unit. (Brazil) S.A. (since October 2019);
     
  •  Director, Deputy General Manager of Mitsui & Co.'s Mineral Resources and Metals Unit, Brazil (between 2018 and 2019);
     
  •  Alternate member of the Board of Directors, member of the Finance Committee and of the Technical Committee of Alumina do Norte do Brasil (between June 2018 and September 2019), a mining company in Brazil.

Lucio Azevedo

Education:
Mr. Lucio Azevedo has incomplete high school.
Lucio Azevedo
  •  Member of the Board of Directors of Vale
    (since April 2015) 
     
  •  Employee of Vale S.A.
    (since 1985), holding the position of train driver.
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
 
  •  His main professional experience in the last 5 years consisted of being President of the Union of Workers in Railway Companies of Maranhão, Pará and Tocantins (from 2013 to June 2021), a class entity.

Manuel Lino Silva de Sousa Oliveira (Ollie)

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Operations Management
     
  • ESG
     
  • Finance
     
  • Mining
     
  • Global Chain Logistics
Education:
He graduated in Accounting and Business Economics from the University of Natal-Durban in South Africa in December 1973, where he also completed a specialization in Accounting Theory in December 1975. He has also completed specializations in Chartered Accountant and Chartered management Accountant by the Institute of Chartered Accountants of South Africa and the Institute of Chartered Management Accounts of the United Kingdom.

Manuel Lino Silva de Sousa Oliveira (Ollie)

  • Independent member of Vale’s Board of Directors
    (elected in May 2021);
     
  •  Coordinator of the Audit and Risks Committee
    (with election in May 2021 and position held from August 2021);
     
  •  Member of the People and Remuneration Committee
    (from August 2021 to May 2022). 
Board of Directors in other listed companies:
  •  N/A
Relevant experiences:
 
  •  Senior Independent Adviser to Antofagasta PLC, an open company in the natural resources and mining sector (October 2011 to July 2021);
     
  •  Senior Independent Adviser to Polymetal International PLC, an open company in the field of gold and silver mining, where he also serves as Head of the People’s Committee and Member of the Audit and Nominating Committees (April 2018 to March 2022);
     
  •  Non-executive Independent Advisor to Blackrock World Mining Investment Trust PLC, a British mining investment company (from February 2020 to July 2021).

Marcelo Gasparino da Silva

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Operations Management
     
  • ESG
     
  • Finance
     
  • Mining
     
  • Steel and Metallurgy
Education:
Mr. Marcelo Gasparino da Silva graduated in Law from the Federal University of Santa Catarina in 1995 and graduated in Business Tax Administration from the ESAG Foundation in 2000
Marcelo Gasparino da Silva
  •  Independent member of Vale’s Board of Directors
    (since April 2020);
     
  •  Coordinator of the Sustainability Committee
    (since May 2021);
  •  Member of the Sustainability Committee
    (between June 2020 and April 2021);
     
  •  Alternate member of the Board of Directors
    (between May 2019 and April 2020);
     
  •  Alternate member of the Board of Directors
    (between August 2016 and April 2017).
Board of Directors in other listed companies:
  •  Chairman of the Board of Directors of Eternit S.A.
 
  •  Member of the Board of Directors of CEMIG – Companhia de Energia de Minas Gerais
  •  Member of the Board of Directors of Petrobras
Relevant experiences:
  •  Eletrobras Board Member (from April 2016 to April 2017);
     
  •  Member of CEMIG's Board of Directors (since 2016);
     
  •  Member of CELESC's Board of Directors (from April 2018 to April 2019);
     
  •  Member of Petrobras' Fiscal Council (from May 2019 to April 2021 and from April 2017 to April 2018);
     
  •  Member of Petrobras' Board of Directors (from April 2021 to May 2021, and since August 2021);
     
  •  He is Professor at the ENA Foundation – Government School for the certification of administrators of state-owned companies and mixed-capital companies;
     
  •  He is Board Member Certified by Experience (CCA+) by the Brazilian Institute of Corporate Governance – IBGC since 2010. 

Mauro Gentile Rodrigues da Cunha

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Cultural Transformation and Talent Management
     
  • ESG
     
  • Finance
     
  • Digital Intelligence and New Technologies
Education:
He graduated in Economics from the Pontificia Universidade Católica do Rio de Janeiro in December 1992 and holds an MBA from the University of Chicago (Chicago Booth School of Business), completed in June 1998, and the designation CFA (Chartered Financial Analyst) since 1997.
Mauro Gentile Rodrigues da Cunha
  •  Independent member of the Board of Directors at Vale
    (since May 2021);
     
  •  Coordinator of the People and Remuneration Committee
    (since May 2021);
  • Member of the Audit and Risks Committee
    (from May 2021 to May 2022).
Board of Directors in other listed companies:
  •  Member of the Board of Directors of brMalls and Chairman of the Audit and Risk Committee

  •  Member of the Board of Directors of Totvs and Member of the Audit Committee and the People and Compensation Committee

  •  Effective member of Klabin's Board of Directors
Relevant experiences:
 
  • Chairman of the Board of Directors of Caixa Econômica Federal (between March 2019 and October 2020);
     
  •  President of AMEC - Association of Investors in the Capital Market (between March 2012 and August 2019);
     
  •  Member of the Board of Directors of Eletrobras, an open company in the electric sector (between March 2018 and March 2021), having also chaired the Statutory Audit Committee (between May 2018 and March 2021);
     
  •  Member of the Board of Directors of Totvs, in the software development sector (from April 2016 to April 2022), where he also held the positions of member of the Audit Committee, of the People and Remuneration Committee and of the Governance and Nominating Committee;
     
  •  Member of the Board of Directors of brMalls, a company of shopping malls’ management (since April 2016), where she also holds the position of coordinator of the Audit and Risk Committee;
     
  •  Member of the Board of Directors of Klabin, producer and exporter of papers (since April 2019);
     
  •  Member of the Board of Directors of Petrobras, an open company in the oil and gas exploration and production sector (between 2013 and 2015);
     
  •  Chairman of the Board of Directors of IBGC, non-profit organization focused on the development of best Corporate Governance practices in Brazil (between 2008 and 2009) and member of the Board of Directors of other several companies.

Murilo Cesar Lemos dos Santos Passos

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Risk and Safety Management
     
  • Operations Management
     
  • Cultural Transformation and Talent Management
     
  • ESG
     
  • Finance
     
  • Global Chain Logistics
Education:
Mr. Murilo Cesar Lemos dos Santos Passos graduated in Chemical Engineering from the Federal University of Rio de Janeiro in 1971.
Murilo Cesar Lemos dos Santos Passos
  •  Independent Member of the Vale’s Board of Directors
    (since December 2019);
     
  •  Member of the Capital Allocation and Projects Committee
    (since January 2020);
  •  Member of the Audit and Risks Committee
    (since October 2021).
Board of Directors in other listed companies:
 
  •  Chairman of the Board of Directors of Tegma Gestão e Logística S.A.
  •  Chairman of the Board of Directors of São Martinho S.A.
     
  •  Member of the Board of Directors of Odontoprev S.A.
Relevant experiences:
  • Member of the Board of Directors of Odontoprev S.A., a company in the dental insurance sector (since April 2008);
     
  •  Chairman of the Board of Directors of São Martinho S.A., company in the sugar and energy sector (since 2020), where he also held the position of member of the Board of Directors (from 2006 to 2020);
     
  •  Member of the Board of Directors of Suzano Holding S.A., holding company in the pulp and paper sector (from October 2018 to April 2021);
     
  •  Chairman of the Board of Directors of CPFL Energia, a company in the energy sector (between 2010 and 2017);
     
  •  Chairman of the Board of Directors of CCR S.A., a Brazilian company providing infrastructure, transport and services (between 2017 and 2018);
     
  •  Member of the Management Committee of Suzano S.A., a company in the pulp and paper sector (from 2006 to 2019);
     
  •  President of the Board of Tegma Logistics Management, a company in the logistics sector (since April 2017).

Rachel de Oliveira Maia

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Operations Management
     
  • Cultural Transformation and Talent Management
     
  • ESG ​
     
  • Digital Intelligence and New Technologies​
Education:
She graduated in Accounting from Centro Universitário FMU in January 1997 and holds an MBA from Fundação Getulio Vargas (FGV), completed in February 2018. She also completed the Negotiation and Leadership course through the Harvard Business School Executive Education Program in June 2014 and general management training at the University of Victoria in British Colombia, Canada in 2001.
Rachel de Oliveira Maia
  •  Independent member of Vale’s Board of Directors
    (since May 2021);
     
  •  Member of the Sustainability Committee
    (since May 2021);
     
  •  Member of the Audit  and Risks Committee
    (since June 2022).
Board of Directors in other listed companies:
  •  Independent Director of Banco do Brasil S.A.
  •  Independent Director of CVC Corp.
     
  •  Independent Counselor of the Soma Group
Relevant experiences:
  •  Founder and CEO of RM Consulting, focus on the “S” of ESG and Leadership (since April 2018);
     
  •  CEO of Lacoste S.A. (Brazil), luxury clothing company (between November 2018 and October 2020);
     
  •  Senior financial controller at 7-Eleven, convenience store segment (from 1991 to 03/1998);
     
  •  Senior Business Controller at Novartis Pharmacy, pharmaceutical sector (from March 1998 to April 2001);
     
  •  CFO at Tiffany & Co. Brazil, jewelry sector (between July 2002 and October 2009);
     
  •  CEO of Pandora Brazil, jewelry sector (between Apr 2010 and May 2018);
     
  •  Member of the General Council of the Danish Consulate (from April 2014 to November 2020);
     
  •  Member of the Danish Chamber of Commerce (from April 2014 to November 2020);
     
  •  Member of the President’s Committee of the American Chamber of Commerce (from April 2016 to October 2019);
     
  •  Member of the Institute for Retail Development (from 2016 to 2018);
     
  • Member of the Brazilian Women’s Group (since 2020);
     
  •  Member of the Economic and Social Committee of the Development Council (since 2018);
     
  •  Member of the Board of Directors of Banco do Brasil (since May 2021);
     
  •  Member of the Board of Directors of CVC Corp (since March 2021);
     
  •  Member of the Board of Directors of Grupo Soma (since December 2020);
     
  •  She volunteered for 8 years for needy families in many of the most challenging regions of Brazil and in the Vicentine Society (from 1991 to 1999);
     
  •  Rachel recently founded, in 2018 a non-profit organization, CAPACITA-ME INSTITUTE, which trains over 18 years of age in situations of socioeconomic vulnerability, fostering the education and employability of these students and professionals in the most diverse communities of São Paulo. 

Roberto da Cunha Castello Branco

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Institutional Relations
     
  • Cultural Transformation and Talent Management
     
  • Business Innovation
     
  • ESG
     
  • Finance
     
  • Digital Intelligence and New Technologies
     
  • Mining
Education:
Graduated in Economics from the School of Economics and Finance of Rio de Janeiro in December 1971, holds a master’s degree in Economics from the School of Post-graduation in Economics (EPGE) of Fundação Getulio Vargas (FGV), completed in July 1974, Phd in Economics from the Graduate School of Economics (EPGE) of Fundação Getulio Vargas (FGV), completed in July 1977, and Post-Doctoral Fellow from the University of Chicago, completed in August 1979. He has also executive training at the Sloan School of Management (MIT), International Institute for Management Development (IMD) and Chicago Booth School of Business, completed in 2004, 2007 and 2012, respectively.
Roberto da Cunha Castello Branco
  •  Independent member of the Board of Directors
    (since May 2021);
     
  •  Member of the Capital Allocation and Projects  Committee
    (since May 2021);
  •  Coordinator of the Innovation Committee
    (since May 2021);
  • Member of the Nominating Committee
    (from January 2022 to March 2022);
     
  •  Director
    (between 2003 and 2014).
Board of Directors in other listed companies:
  •  Vice-Chairman of the Board of Directors of Omega Energia S.A.
Relevant experiences:
 
  •  President and member of the Board of Directors of Petrobras (from May 2015 to April 2016 and from January 2019 to April 2021), an open company of oil and natural gas exploration and production sector;
     
  •  Director of the Center for Studies in Growth and Economic Development of Fundação Getulio Vargas (from August 2014 to December 2018);
     
  •  Member of the Board of Directors of Invepar S.A. (from May 2017 to December 2018), private manager of urban mobility and transport infrastructure;
     
  •  Member of the Board of Directors of GRU Airport, airport management’s company (between May and December 2018);
     
  •  Member of the CEO Steering Committee of the Oil and Gas Climate Initiative (OGCI) and of the US Brazil CEO Forum (January 2019-April 2021);
     
  •  Vice-Chairman of the Board of Directors of Omega Energia, a generator of energy and solar energy (since December 2021);
     
  •  Advisor to 3R Petroleum, an oil and natural gas producer, and Chairman of the Board of Directors, serving until 2024 (since April 2022);
     
  •  Elected by Exame magazine in 2021 as one of the 100 business leaders in Brazil with the best reputation, Best CEO of the Latin American Oil and Gas Industry, Latin Finance 2020, Economist of the Year of Minas Gerais in 2019, magazine Common Market.

Roger Allan Downey

Habilities, Knowledges and Experience:
  • Experience as CEO and Board Member
     
  • Knowledge of business in Asia
     
  • Risk and Safety Management
     
  • Operations Management
     
  • Cultural Transformation and Talent Management
     
  • Commercial and Tradin
     
  • Mining
     
  • Global Chain Logistics
Education:
Mr. Roger Allan Downey graduated in Business Administration from Australian National Business School in 2003 and earned a master’s degree in Business Administration from the University of Western Australia in April 2003.
Roger Allan Downey
  •  Independent member of the Board of Directors of Vale
    (since December 2019);
  •  Member of the Innovation Committee
    (since May 2021);
 
  •  Executive Director responsible for the Fertilizers and Coal business areas and corporate strategy
    (between May 2012 and June 2017);
     
  •  Strategic Marketing Manager of the Ferrous Commercial area
    (between October 2002 and August 2005). 
Board of Directors in other listed companies:
 
  •  Member of the Board of Directors Fertimar Mineração e Navegação S.A. - PrimaSea
Relevant experiences:
  •  Member of the Board of Directors of Tupy S.A., a publicly traded company that operates in the metallurgy industry (from April 2021 to April 2022);
     
  •  Chief Executive Officer of PrimaSea – Fertimar Mineração e Navegação S.A., a company in Brazil in the field of fertilizers and animal nutrition, (between 2019 and 2020), where he also holds the position of Member of the Board of Directors (since October 2018);
     
  •  Chief Executive Officer of Vale Fertilizantes S.A. (between June 2012 and June 2017), a company that at the time was part of the economic group of Vale, in the fertilizer sector.

Board of directors selection process​

The Board of Directors, together with the Nomination and Governance Committee and specialized international consultancies, have updated the important qualifications and experience that should be represented on the Board as whole, in light of Vale’s business strategy and future needs. Among the elements that were considered in defining the new competence matrix here:
  
The set of circumstances that reflect Vale’s present and future situation and its opposable challenges;
  
Key skills consistently observed in other mining companies;
  
The five levers of action set forth in Vale’s strategy;
  
The specificities and particularities of Vale’s businesses;
  
Derivation of the strategy and the vision for the future of Vale’s businesses;
 
Preservation of the knowledge and history about the company;
  
Emphasis on the current context, with Vale’s current challenges;
  
Focus on skills that are relevant for Vale with long-term developments;
Alignment with market expectations;
Adequate characterization of the caliber and level of updating of each of the skills;
Administrative Skills
Functional Skills
Sectorial Skills
Relevant executive experience as CEO 
Previous successful experience as CEO of large organizations for a relevant period of time.
Risk & Safety Management in industries with risk profile compatible with Vale’s 
Relevant experience and knowledge in risk and safety management in organizations with risk profile compatible with Vale’s.
Mining
 Relevant experience and knowledge of the mining industry, with preference for the iron ore business.
Extensive knowledge of the current business environment in Asia 
Relevant experience and knowledge of current business environment in Asia, preferably in Vale’s area of operation and preferably based in China.
Operations Management focused on the adoption of global best practices
 Relevant experience and knowledge in operational excellence, preferably in capital-intensive industries
Steel 
Industry Relevant experience and knowledge of the steel and metals industry and its value creation drivers.
Extensive knowledge of institutional relations, government and regulatory 
Relevant experience and knowledge in working with Government and Regulators
Talent & Cultural Transformation 
Relevant experience and knowledge related to cultural transformation in large organizations, with experience in talent management, including compensation, and in alignment of interest between the management and company’ stakeholders.
Global Supply Chain Logistics 
Relevant experience and knowledge in the management and optimization of logistics chains preferably longdistance.
Knowledge about Vale, current and historical context
 Relevant experience and knowledge about Vale’s history, current context, and challenges.
Business Innovation 
Relevant experience and knowledge in innovation areas at Vale’s businesses, across Vale’s value chain and adjacent areas.
    
Sustainability & ESG 
Relevant experience and knowledge in the socioenvironmental and governance areas, including Compliance, preferably in the natural resources industry. Experience in Community relations required.
Finance & Portfolio with value orientation and accountability for performance
Relevant experience and knowledge in the areas of corporate finance and asset portfolio management in large companies
Digital Transformation in B2B/Transformation industry 
Relevant experience and knowledge in the areas of corporate finance and asset portfolio in large companies.
Commercial and Trading
Understanding of the competitive environment, the company’s current and developing businesses, and industry trends.

Nomination and Governance Committee

Vale believes enhancing corporate governance practices will help to improve its operations and compete more effectively. In this sense, an optimization of the governance structure is proposed, such as the establishment of the Audit and Risks Committee and the Nomination and Governance Committee.

The Nomination and Governance Committee worked closely with key governance stakeholders and international consulting firms, considering the level of independence, board structure, size, and diversity parameters. These criteria are essential in defining the nominees for the Board of Directors. Also, the Nomination and Governance Committee looked for benchmarks in the best practices of national and international players and further deepened the understanding of institutional investors’ perspectives on these topics. For more information, access the Nomination and Governance Committee’s Final Report.

Board Assessment

The Board acknowledges that a robust and constructive assessment process is an essential component of good corporate governance and Board effectiveness.

The Board of Directors has adopted the practice of executing an annual performance assessment, with the support of the People and Remuneration Committee for analysis and recommendation of the evaluation methodology, including any improvements, with an intermediate assessment covering only those aspects identified as susceptible to improvement in the previous assessment.

The Advisory Committees (excluding the Extraordinary Independent Advisory Committees) also conduct a biannual performance assessment, the results of which are brought to the attention of the Board of Directors.

Board members are assessed individually every year, and the consolidated results of the assessments are brought to the attention of the Board, while the individual results are shared with the Chairman of the Board for further feedback discussion with each board member.

In 2019 and 2020, with the support of the People and Remuneration Committee, Vale hired specialized external consulting firm to conduct the assessment and develop the assessment process of the effectiveness of the Board of Directors and the Advisory Committees (excluding the Independent Extraordinary Advisory Committee), as collegiate bodies, and, individually, of their members, including the Chairman of the Board of Directors.

The scope of the assessment of Board members includes aspects such as the contribution made, participation and engagement, skills, and personal profile. The results are shared with the Chairman of the Board, and each board member has had a feedback session with the Chairman of the Board and/or the consulting firm.

Annual evaluation components and processes
1. Specialized external consultant
Develop and conduct the assessment process
2. Questionnaire

Directors provide feedback regarding:

  • Board mandate execution based on roles and responsibilities;
     
  • Structure and composition of the Board of Directors and Board Committees based on behaviors and skills;
     
  • Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
     
  • Dynamics of the Board of Directors based on interaction between counselors and managers;
     
  • Processes and support structures.

    For the Board’s assessment, the directors and executive officers provide their insights on:
     
  • Board mandate execution, based on roles and responsibilities;
     
  • Structure and composition of the Board of Directors and Board Committees, based on behaviors and skills;
     
  • Contributions to the business: strategy, governance, people, innovation, risk, compliance and finance;
     
  • Dynamics of the Board of Directors, based on interaction between Board members and executive officers;
     
  • Processes and supporting structures
    For the Board Committees’ assessment, feedback was provided by each Committee member, by the other Board members and by the executive officers, considering the same dimensions as above. For the Board members’ assessment, each member performed his/her self-assessment and was evaluated by the peers, considering the following dimensions:
     
  • Contributions
     
  • Participation and Engagement
     
  • Skills and Individual profile
3. Individual Interviews
Conducted by the consulting firm with directors and executive officers
4. Analysis
Evaluate the effectiveness of the Board of Directors and Advisory Committees and compare results to national and international benchmarks, identify their level of development, as well as analyze the evolution, in comparison to the previous assessment.
5. Feedback Incorporated
Based on the assessment results for the collegiate bodies, an action plan is defined and changes in practices or procedures are considered and implemented, if applicable, for the evolution of the collegiate and individual performance. Board members’ feedback with the Chairman and/or external consultants.

Results of the 2020 Intermediate Assessment

The 2020 intermediate assessment was carried out by the Board in the last quarter of the year. Among the results obtained, the following are worth mentioning:
Evolution in Most of the Items Assessed
Greater Involvement in Critical Issues
Advances in Governance for Transition to Corporation
Reinforcement of Critical Training to the Board of Directors
Improvement in the Group’s Dynamics
  
 More Productive Interaction with Executive Office
Main opportunities for improvement:
Board x Executives Responsibilities
Innovation Agenda
Onboarding of Directors
 
Provision of Information
Agenda of Meetings
  
Critical Skills

Board Committees​

The Board Committees advise the Board of Directors, including proposing improvements related to their areas of operation. In order to give greater efficiency and quality to the decisions, the Board ensures the Company's activities are conducted in accordance with laws, ethics and internal controls.

Board oversight:

The Board deliberates on strategic guidelines and plans, monitors and evaluates Vale’s economic and financial performance, analyses its corporate and financial risk policies, elects and evaluates the Executive Officers.

Committees:

•  Audit and Risks: assist and propose improvements relating to its area of performance, with the objective of overseeing the quality and integrity of financial reports; the adhesion to legal, statutory and regulatory norms; the adequacy of risk management processes; and the activities carried out by the internal and independent auditors, so as to provide improved efficacy and quality to the decisions made by the Board of Directors, and ensure that the Company’s activities are performed in accordance with the laws, ethics, and internal controls.

•  People and Remuneration: assist and propose improvements relating to its area of performance, so as to provide improved efficacy and quality to the decisions made by this body and ensure that the Company’s activities are performed in accordance with the laws, ethics, and internal controls.

•   Capital Allocation and Projects: assess and recommend long-term capital allocation strategies, including investments and disinvestment projects; capital structure strategy and financial guidelines; funding and indebtedness strategy; the guidelines for implementation, management and monitoring of the current capital and investment projects portfolio; annual and multiannual budget, and monitor the execution thereof; among other activities.

•  Sustainability: assess and recommend sustainability strategy and guidelines and the integration thereof into the Company’s strategic planning, aimed at creation of value, competitivity and sustainability – social, environmental and economic; direction the strategic sustainability indicators and the communication and disclosure thereof; among other activities.

•  Nomination and Governance: assess and recommend internal policies and norms regarding the nomination of members of the Board of Directors, Advisory Committees and the Company’s Chairman, in compliance with the applicable legal requirements and best Corporate Governance practices; evolution and continuous improvement of Corporate Governance practices; among other activities.

•  Innovation: review and recommend issues related to Digital Transformation, Research, Development and Innovation and its approach in the Company's strategic planning, evaluating, complementing, and suggesting changes in the Company's strategies, monitoring their respective implementation; strategic direction regarding new technologies and new products aiming the competitiveness and sustainability; among other activities.

Management

The President and Executive Vice Presidents are responsible for the day-to-day operations and implementation of policies and guidelines set by Board of Directors.

Reporting date: Dec/2022

Audit and Risks

  • Number of meetings: 33
  • Participation rate: 99.8%

Activities:

  • Monitoring of recommendations of the Extraordinary Independent Advisory Committee for Investigation (“CIAE-Investigation”) and the implementation of action plans together with the Operational Excellence and Risk Committee and the Audit and Compliance Department.
     
  • Review of quarterly and annual financial information for 2021 and other regulatory documents from Vale.
     
  • Periodic discussions with External Auditors on the principal aspects observed during the Company's audit work.
     
  • Monitoring the processes of analysis of provisions, legal contingencies, and contingencies related to the Samarco accident and the Brumadinho dam failure.
     
  • Review of the Policy on Transactions with Related Parties and Conflict of Interest, due to the end of the Shareholders' Agreement in November 2020, and quarterly monitoring of transactions with related parties.
     
  • Monitoring of the Company's correspondence and interactions with capital market regulatory bodies (SEC, CVM and B3).
     
  • Periodic monitoring, together with the Audit and Compliance Department, of the flow of receipt and of the investigation protocol of complaints from the Whistleblower Channel, of the procedures related to corporate integrity and of the progress of Internal Audits.
     
  • Approval of the Consequences Management Policy and Internal Regulations from the Conduct and Integrity Committee together with the for People, Compensation, and Governance Committee.
     
  • Monitoring of progress made with regards to testing and controls for SOx certification, the development of the Integrated Risk Map, as well as the implementation of Vale's Risk Management System (Bwise)
     
  • Monitoring Structuring Projects for Information Security, Contract Management, and the Systemic Action Plan for Security and Maintenance Issues.
     
  • Monitoring of the Program for the Merger and Dissolution of Companies and the Divestment Program.

Capital Allocation and Projects

  • Number of meetings: 22
  • Participation rate: 96.5%

Activities:

  • Monitoring of the main financial indicators related to the Company's businesses and segments, including cash, capital allocation, risk investments and financial risk map.
     
  • Monitoring of expenses related to the Covid 19 pandemic, Brumadinho, Legacy Projects and Renova Foundation from a financial perspective.
     
  • Review of quarterly and annual financial information and other regulatory documents from Vale, in addition to monitoring the Company's budget performance.
     
  • Monitoring of the main business initiatives from a financial point of view in accordance with the Strategic Planning approved by the Board of Directors.
     
  • Monitoring of portfolio simplification with divestments of non-core assets.
     
  • Analysis, recommendation and monitoring of Share Buyback Programs, Dividends, Hedge and Trade.
     
  • Review of Disclosure of Information and Securities Trading Policy.

Sustainability

  • Number of meetings: 17
  • Participation rate: 98.7%

Activities:

  • Analyzed issues related to sustainability, socio-environmental strategies, mineral research and new technologies, the climate change agenda and issues with social aspects;
     
  • Evaluated Vale’s performance and monitored indicators in relation to sustainability aspects, and also monitored the Integrated Risk Map (monitoring Executive Committee on Sustainability and Reputation Risks);
     
  • Assessed and advised on policies within its competence, positioning and communication strategy and Vale reputation related to its performance in the areas of safety, human rights, environment, health, relationship (social dialogue) with communities and other stakeholders, institutional relationships (Government and with Priority Entities), recognition of local talent. In addition, it proposed guidelines and recommended the approval of the Integrated Report and accompanied the Journey to the DJSI (2021 results);
     
  • Assessed, within its competence, the proposals for donations, as well as the follow-up, jointly with the Board of Directors, of non-mandatory expenses related to the subjects of its attribution;
     
  • Continued the work in monitoring the reparation actions related to Mariana (Renova Foundation) and Brumadinho, ensuring the application of the guidelines established by the Extraordinary Independent Advisory Committee on Support and Reparation (“CIAE-AR”) and demanding measures in the direction of the agility of the completion of all projects and compensation to those affected by the Mariana Disaster, in addition to having met five times with the Special Directorate for Reparation and Development;
     
  • Accompanied the following projects: Legacies, Mine Closure, Mineral Exploration Greenfield; By-products / Tailings Reuse, Dam Decharacterization;
     
  • Emphasizing the agenda “Vale Carbon Neutral Strategy” and the protection, restoration and contribution to neutrality (zero carbon) by 2050, the Committee delved into the topic of forestry investment strategy, holding specific sessions to address issues such as action in protected areas by Vale, 2030 forestry goal, possibilities and alternatives for carbon offsets;
     
  • Monitoring Vale's participation in COP-26;
     
  • In the same vein, the coordinator of the WWF's project to develop planted forests integrated into the landscape was received as an external guest, who gave a presentation on the partnership programs in this area that are being developed between this NGO and companies, including in Brazil;
     
  • In addition, the Committee had on its agenda literacy in Diversity, Equity and Inclusion (DE&I) and Ethical-Racial Literacy with presentations given by the Board and Committee member Rachel Maia, having as guests in the sessions the Executive Officers of People and Sustainability.

People and Remuneration

  • Number of meetings: 19
  • Participation rate: 94.8%

Activities:

  • Discussions and monitoring of the “Cultural Transformation”, “Talent Management” and “Promotion of Diversity, Equity & Inclusion” projects, mainly in strengthening the culture and communication related to the ESG approach at Vale.
     
  • Approval/Update of the CEO and Executive Board Succession Plan.
     
  • Assessment of the Executive Board's Performance.
     
  • Monitoring the variable compensation bonus panel for 2021 and setting targets for 2022 for the CEO and Executive Officers.
     
  • Discussion of management compensation policies and governance bodies.
     
  • Project aimed at improving the Company's governance model.
     
  • Development and review of Policies considered a priority for the Company, such as: Policy for Preparing and Publishing Policies, Management Policy for the Vale Group's Companies and Entities, Risk Management Policy, Delegation of Authority Policy, Disclosure of Information and Securities Trading Policy, Consequence Management Policy, and the Internal Audit Internal Regulation.
     
  • Development of Non-Operated JV Projects

Nomination and Governance

  • Number of meetings: 7
  • Participation rate: 100%

Activities:

  • Update of the Board of Directors' Critical Competencies Matrix
     
  • Conducting the Board of Directors' self-assessment process in accordance with the updated Critical Competencies Matrix and related activities.
     
  • Recommendation to the Board of nominees the Board of Directors.
     
  • Recommendation to the Board of nominees for the positions of Chairman and Vice-Chairman of the Board of Directors.
     
  • Presentation of other recommendations relating to the Board of Directors.
     
  • Preparation of the Final Report of the Nominating Committee.

Innovation

  • Number of meetings: 6
  • Participation rate: 95.8%

Activities:

  • Discussion of the Company's main initiatives centered on innovation, including mineral technology and the Carbon Agenda, with emphasis on PowerShift and Ecoshipping.
     
  • Review approaches with regards to the construction of the Future Portfolio, Open Innovation, Corporate Venture Capital, Corporate Venture Builder, Partnerships, Joint Ventures and Corporate Strategy.
     
  • Review of innovation programs aimed at Safety, presenting the Safety Transformation program and the Automation and Autonomous Operations Program, as well as New Products.
     
  • Discussion about opportunities for synergy between Vale's Technological Development Centers, and expansion of hubs and projects for the dissemination of agile teams, digital transformation, and innovation in line with Vale's cultural transformation.
     
  • Discussions with specialized consultancies on strategic innovation topics for the Company.

Get to know the members of the committees:​

Capital Allocation and Projects Committee
  • Daniel André Stieler (Coordinator)
  • Fernando Jorge Buso Gomes
  • Murilo César Lemos dos Santos Passos
  • Roberto da Cunha Castello Branco
Sustainability Commitee
  • Marcelo Gasparino da Silva (Coordinator)
  • Ken Yasuhara
  • Mauro Rodrigues da Cunha
  • Rachel Oliveira Maia
People and Remuneration Committee
  • Mauro Rodrigues da Cunha (Coordinator)
  • Eduardo de Oliveira Rodrigues Filho 
  • Fernando Jorge Buso Gomes
  • José Luciano Duarte Penido
Audit and Risks Committee
  • Manuel Lino Silva de Sousa Oliveira (Coordinator)
  • Murilo Cesar Lemos dos Santos Passos
  • Rachel de Oliveira Maia
Nomination and Governance Committee
  • José Luciano Duarte Penido (Coordinator)
  • Daniel André Stieler
  • Marcelo Gasparino da Silva
  • Manuel Lino Silva de Sousa Oliveira.
Innovation Committee*
  • Roberto da Cunha Castello Branco (Coordinator)
  • André Viana Madeira
  • Ken Yasuhara
  • Roger Allan Downey
* Non-statutory and non-permanent committee

Fiscal Council and Audit and Risks Committe

The Fiscal Council is an independent supervisory body from the Executive Officers and the Board of Directors, which seeks, through the principles of transparency, equity and accountability, to contribute to the better performance of the organization. The Fiscal Council is responsible for supervising the acts of compliance and fulfillment of its statutory and legal duties; giving an opinion on the Annual Management Report; giving an opinion on the proposals of the management bodies applicable to the change of share capital, issuance of debentures or subscription bonuses, investment plans or budgets.

During the 2021 fiscal year, the Fiscal Council was mainly responsible for examining financial statements, quarterly balance sheets, and other documents relevant to its scope of activities submitted for deliberation at the General Shareholder's Meeting, including those related to the distribution of dividends, plans for capital investment and current investments up to 2026, as well as corporate transactions. Additionally, the Fiscal Council assessed the Company's main financial and accounting controls and supervised the work carried out by its external auditors.

The Fiscal Council is a permanently functioning body, formed by 3 to 5 members, who shall remain in their positions until the first Annual Meeting of Shareholders after their election. The election of the members of the Fiscal Council shall comply with the provisions of the legislation in force and of Vale's bylaws.

The audit and risks committee must fully reflect the requirements of the regulatory bodies and in compliance with the recommendations of regulatory bodies. Previously, in the absence of an Audit and Risks Committee, the Fiscal Council assumed this responsibility as extra or “boosted” attributions, such as how to ensure that the mechanisms for receiving complaints guarantee confidentiality and anonymity for whistleblowers, in addition to supervising and accessing the work of external auditors.

The main information about these committes is summarizing in the table below.
Audit and Risks Committee
Fiscal Council
Description
Advisory body of the board of directors, to be established pursuant to Vale’s bylaws and the listing rules of the Novo Mercado segment of B3. 
Separate and independent body contemplated in the Brazilian corporate law to oversee the activities of the company’s board of directors and the executive officers.
Members
Appointed by the board of directors. As Brazilian law does not permit the full board to delegate its powers to a committee, it has advisory duties.
Members are elected directly by the shareholders and report directly to the shareholders.
Attributions (non-exaustive)
  • Opining on the appointment and destitution of the company’s independent auditor.
     
  • Reviewing the company’s interim and annual financial statements.
     
  • Monitoring the internal auditor and the company’s internal controls.
     
  • Monitoring the internal auditor and the company’s internal controls.
     
  • Having appropriate means to receive and treat information relating to violation of legal requirements, regulations and internal policies by the company, including means of protecting confidentiality of the complaint.
  • Overseeing the activities of the members of the board of directors and management and monitoring their compliance with its duties and responsibilities.
     
  • Opining on the annual management report, and adding any additional information deemed relevant to the general shareholders’ meeting.
     
  • Opining on board and management’s proposals submitted to the general shareholders’ meeting relating to the Company’s capital structure.
     
  • Reporting to the appropriate corporate bodies of the company any fraud, crime or urgent and relevant information.
     
  • Reviewing company’s interim and annual financial statements.

In addition to applicable Brazilian rules, Vale is required to comply with the audit risks committee rules under Rule 10A-3 under the U.S. Securities Exchange Act of 1934. Currently, Vale's Fiscal Council has certain additional powers to allow it to meet the requirements for exemption under paragraph (c)(3) of Rule 10A-3. With the establishment of its audit and risks committee, Vale will rely on the audit and risks committee to meet the exemption requirements under paragraph (c)(3) of Rule 10A-3, and the Fiscal Council will no longer have these expanded powers.

Get to know the Fiscal Council members:

Full Members
  • Márcio De Souza (Chairman)
  • Esteves Pedro Colnago Junior
  • Raphael Manhães Martins
  • Heloísa Belotti Bedicks
  • Robert Juenemann
Alternate Members
  • Nelson De Menezes Filho
  • Adriano Pereira De Paula
  • Adriana De Andrade Solé
  • Rodrigo De Mesquita Pereira
  • Jandaraci Ferreira De Araujo

Executive Committee

The President and Executive Vice Presidents are the company’s legal representatives and are responsible for day-to-day operations and the implementation of the general policies and guidelines set forth by the Board of Directors. Vale by-laws provide for a minimum of six and a maximum of eleven executive directors.

The Board of Directors appoints members of the Executive Committee for three-year terms and may remove them at any time. According to Brazilian Corporate Law, executive directors must be resident in Brazil. The executive directors hold regular scheduled meetings on a bi-weekly basis and hold additional meetings when called for by any executive director.

The Executive Committee, for its advice, has, on a permanent basis, six non-statutory, technical and advisory committees, called:

 
Executive Committee for Compliance Risks
Executive Committee for Operational Risks
Executive Committee for Geotechnical Risks
Executive Committee for Strategic, Financial and Cyber Risks
Executive Committe for Sustainability and Reputation Risk
Conduct and Integrity Committee

Eduardo Bartolomeo

Chief Executive Officer​

Eduardo Bartolomeo has been Vale's CEO since April 2019. With solid experience in bulk commodity operations, supply chain and business turnaround. Throughout his professional career, Bartolomeo has shown great ability to lead complex operations and establish a culture of operational excellence.

In his second tenure at Vale, Bartolomeo started as the Executive Director of Basic Metals in Canada from January 2018. His first tenure took place between 2004 and 2012, when his work for the Executive Department of Logistics Operations was well celebrated. There, he developed the Vale Production System (VPS), which together with investment in technology and professional qualification, resulted in significant gains for the company.

Bartolomeo also structured logistics to support Vale's operations in Africa and was one of the main negotiators that enabled Vale to obtain the sub-concession of the 720 km rail branch of the North-South railroad (FNS, Ferrovia Norte-Sul). His role in the negotiations was essential to create Valor da Logística Integrada (VLI), a general cargo transportation company, structured by Bartolomeo in December 2010. Today, VLI has 7.5 thousand employees and in 2017 achieved a turnover of R$4.5 billion.

Alexandre Pereira
Executive Director for Global Business Solutions​

 Alexandre Pereira is the Executive Director of Global Business Solutions at Vale since August 2017. He is responsible for Information Technology, Procurement, Capital Projects, Energy, Security and Corporate Services in all lines of business where Vale operates.

With a passion for strategic thinking and transformations, Alexandre is a global and business- focused executive recognized for his dynamic and charismatic leadership, with strong capacity to engage multicultural teams. Entrepreneurship, pure challenge and general management are his career anchors, which contribute to his focus on innovation and his ability to deliver sustainable results under competitive and challenging circumstances.

Throughout his 26 years of professional experience, Alexandre has held a range of global executive positions and gained diverse knowledge bringing together regions into a global company and working with international initiatives, turnaround management, and large-scale projects.

Alexandre holds a degree in Mathematics and Computer Science from State University of Rio de Janeiro. He completed two postgraduate degrees in Business Management from Dom Cabral Foundation and Computer Networks from the Federal University of Espírito Santo. He also holds an MBA in Business from the University of São Paulo. He holds triple citizenship in Brazil, Canada and Portugal (EU).

Alexandre S. D’Ambrosio 
Executive Officer for Corporate and External Affairs

Alexandre S. D'Ambrosio has been with Vale since 2018 and holds the position of Corporate and Institutional Affairs Executive Vice President. His responsibilities include the Legal, Taxation, Institutional Relations and Communications, as well as Corporate, Intellectual Property, Trade Compliance and Data Protection sectors of the company. He also works as Director of Vale Internacional S.A. 

From 2016 to 2018, he was the Executive Vice President of Banco Santander (Brasil) S.A. He was also a member of the board of directors of Santander Security Services Ltda (“S3”). From 2003 to 2016, he was the Corporate Legal Director of the Votorantim group. He was a board member of Aracruz Celulose S.A. (later Fibria S.A.) from 2004 to 2013, of Cimentos Itambé S.A. from 2006 to 2016, and of Citrosuco S.A. from 2009 to 2016.

In the United States, where he remained from 1985 to 1996, he worked as an associate and partner in large law firms, in Washington, D.C. and New York, in the areas of international trade, mergers and acquisitions, project finance and cross-border finance. He obtained an LLB from the University of São Paulo Law School in 1984, an LLM from Harvard Law School in 1986, and the equivalent of a Juris Doctor degree from George Washington University’s National Law Center in 1989.

Carlos Medeiros 

Executive Director for Safety and Operational Excellence​

Carlos Medeiros is a senior executive with an outstanding international track record and proven capacity to manage large transformational projects. In June 2019, he was appointed to lead Vale’s Safety and Operational Excellence Executive Department, an area specially created to improve the company’s Safety and Risk Management, in line with its strategic pillars of safety, operational excellence and a reformulated pact with society.

Medeiros uses his in-depth knowledge of the lean manufacturing methodology – whose main aims are to optimize processes, continuously improve productivity and quality, and thereby boost competitiveness – to guarantee the safety and efficiency of the company’s operations. He was chosen in line with Vale’s commitment to follow world-class operational standards.

Gustavo Pimenta 

Executive Director of Finance and Investor Relations ​

In the position of Executive Director of Finance and Investor Relations at Vale, Gustavo Pimenta worked for the previous 12 years at AES – for 3 years as global CFO. In addition to his roles as CFO in Brazil and abroad, he has already taken on roles as Planning and Strategy Director and Vice President of Performance and Services of the same company. ​

He led AES's global repositioning to a company focused on ESG and low carbon footprint and also participated in Diversity and Inclusion initiatives within the group. Earlier in his career, he worked as an Auditor at KPMG for 3 years and subsequently took over as Vice President of Strategy and M&A at Citibank in New York.

Member of several Boards of Directors of companies such as AES Gener in Chile and AES Clean Energy in the USA, he holds a degree in Economics from Federal University of Minas Gerais (UFMG) and a Master's degree in Finance and Economics from Getulio Vargas Foundation (FGV).

Luciano Siani Pires 

Executive Director of Strategy and Business Transformation

Luciano Siani Pires is Executive Vice President of Strategy and Business Transformation, responsible for leading initiatives that position Vale for the future. He joined the company in 2008 and has held positions such as Global Strategy Director and Global Human Resources and Governance Director.

Prior to assuming his current role, he held the position of Executive Vice President of Finance and Investor Relations (CFO) from 2012 to 2021, where, for several years, he also led areas such as Shared Services, Procurement, Information Technology, Capital Projects and Vale Fertilizantes. He is also currently the Chairman of VLI, the second largest logistics provider in Brazil. He has extensive professional experience in the areas of Finance, Capital Markets and Strategic Planning, having held various executive positions at the Brazilian Development Bank (BNDES), as well as participation in Boards of Directors in companies such as The Mosaic Company, Suzano Papel e Celulose and the holding companies of Vale and Telemar (currently Oi). He was also a Consultant at McKinsey & Co. earlier in his career.

He holds a degree in mechanical engineering from the Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ) and received a master in business administration degree with distinction from New York University (Leonard N. Stern School of Business).

Marcello Spinelli 

Executive Director, Iron Ore​

Marcello Spinelli has been Vale's Executive Director for Ferrous since May 2019. He has built solid experience in integrated logistics operations throughout the nearly 10 years he has been at the forefront of the Value of Integrated Logistics (VLI) of intermodal transport in Brazil. At VLI, it conducted a cycle of robust investments in operating efficiency and company growth.

He had held senior leadership positions in Vale from 2002 to 2010 in the general cargo commercial area and in the Tubarão Complex operations. He was the CEO of the Vila Velha Terminal and accumulated the position of Vale's Logistics Director with the president of the Centro-Atlântica Railroad. He led the creation of VLI in 2008. Previously, he worked at Submarino and Ambev.

Marcello has a production engineering degree from USP and has different extension courses in business, operations, management and infrastructure.

Maria Luiza de Oliveira Pinto e Paiva 

Executive Director for Sustainability

Maria Luiza de Oliveira Pinto e Paiva is Executive Director of Sustainability. She has been working in Sustainability and Human Resources for 34 years and before coming to Vale, she was Suzano's director of Sustainability.

She also served as Executive Director of Sustainability, Communication and Corporate Relations at Fibria Celulose from March 2015 to December 2018. She was an executive at Banco ABN AMRO Real/Santander and Banco Nacional - with a trajectory focused on cultural transformation and leadership development. As Executive Director of Sustainable Development at ABN AMRO Real Santander, she led the creation and implementation of the sustainability strategy that became a national and international benchmark. She led multicultural teams and projects in the periods in which she directed the HR area for Latin America, the Caribbean and Europe.

She is a psychologist with a specialization in Human Resources from the University of Michigan, USA and is currently studying Business and Sustainability at Cambridge University, England.

Marina Quental

Executive Director for Sustainability

Marina Quental was appointed Vale’s People Executive Director in November 2017. She is responsible for the global human resources strategy and operations for the company and leads the Board’s People Committee. One of her main challenges is to drive culture and organization transformation for Vale.

She built a solid professional career at Brazilian and foreign companies, working in the areas of organizational development, culture, compensation, social responsibility, and merger's and acquisitions.

Before joining Vale, Ms. Quental was the Vice President for Human Resources at Raízen, a joint venture between Shell and Cosan, from April 2014 to November 2017. She participated actively in the creation of this joint venture. Previously, she was the Human Resource director of Shell Brasil for six years and before that held various leadership positions at IBM in Brazil and the United States. Ms. Quental was president of the Raízen Foudantion, the company’s social responsibility branch, between April 2014 and November 2017.

She has an undergraduate degree in psychology from Rio de Janeiro Catholic University and an Executive MBA from the Dom Cabral Foundation.

Deshnee Naidoo
Executive Director of Base Metals


Deshnee Naidoo is Vale’s Executive Director of Base Metals since December 2021. She started working at Vale in January of the same year as CFO of the Base Metals business. Since then, she has collaborated across Base Metals to understand the challenges and opportunities to accelerate transformation of the business.

She is a three-time “South Africa Mining Rainmaker” and recognized among the 100 Global Inspirational Women in Mining in 2018. She has also served as a Board Member of the South Africa Minerals Council.

Prior to joining Vale, Deshnee was the CEO of the Zinc International business at Vedanta Resources from 2014 to 2020, where she held full P&L accountability for the international Zinc group. She took on the role of CEO Africa Base Metals during her tenure at Vedanta. Deshnee previously worked at Anglo American from 1998 to 2014, where she held a number of executive positions including the Chief of Staff from 2009 to 2011. She was also the CFO for Anglo American’s thermal coal business from 2011 to 2014.

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