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Our governance
Vale is a publicly held corporation with a widely dispersed shareholder base and no shareholders’ agreement in effect since 2020. Our common shares (VALE3) are listed on the Novo Mercado, the São Paulo Stock Exchange’s highest corporate governance segment. They are also traded on the New York Stock Exchange through American Depositary Receipts (VALE) and on Latibex (XVALO). Our bylaws have evolved in recent years and incorporate corporate governance practices based on internationally recognized standards.
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Some of our governance best practices
Temos outros instrumentos como o lead independent director, um representante definido pelos membros independentes do colegiado para atuar como alternativa de contato com os acionistas, para entender suas expectativas e percepções em relação à Vale.
Entre nossas principais boas práticas, destacam-se:
Comprehensive Board of Directors self-assessment process.
94% attendance rate at Board of Directors meetings.
Board of Directors focused on the Company’s strategy.
Majority of independent Board members.
Chair and vice chair of the Board elected by the Shareholders’ Meeting.
Lead Independent Director appointed based on a recommendation from the independent Board members.
Individual election of Board members.
Company-specific overboarding criteria.
Nomination and Governance Committee responsible for defining the slate of Board candidates.
Limit on the number of Board terms served as an additional criterion for determining independence.
Separation of the roles of Chief Executive Officer and Chair of the Board.
Audit and Risk Committee composed entirely of independent Board members.
Advisory Committees composed exclusively of Board members.
Explanatory note
The maximum number of directorships a person can hold on the Boards of Directors of companies listed on stock exchanges.
Our organization chart
In 2024, our Executive Committee was restructured following approval by the Board of Directors to strengthen our Vale 2030 strategy and drive even greater synergy and efficiency. The following executive vice presidencies were reorganized:
- The Iron Ore Solutions Executive Vice Presidency became the Commercial and Development Executive Vice Presidency.;
- The Projects Executive Vice Presidency was eliminated, and its responsibilities were divided between the Operations Executive Vice Presidency and the Technical Executive Vice Presidency;
- The Corporate and Institutional Affairs Executive Vice Presidency became the Corporate Affairs Executive Vice Presidency, while the Communications and Institutional Relations functions began reporting directly to our CEO.
In addition to these structural changes, other adjustments to the Executive Committee were approved, including changing the People Executive Vice Presidency and the Sustainability Executive Vice Presidency to non-statutory positions. As a result, our Executive Committee is now composed of the following members:
Sustainability governance
Given the challenges of a constantly changing world and the nature of our industry, which is highly dependent on natural resources, our leaders must be aware of and equipped to address a broad range of issues that extend beyond operational and financial matters. Environmental, social and governance (ESG) issues are material to Vale and are embedded in decision making at every level of the organization.
Our strategic guidelines and plans are reviewed and approved by the Board of Directors, which oversees their implementation across the Company through reports from the executive vice presidents and ongoing monitoring by its Advisory Committees. The Company currently has six Advisory Committees, which are technical, advisory, statutory and permanent bodies (except for the Innovation Committee, which is non-statutory and temporary) composed exclusively of Board members. These include the Audit and Risk Committee and the Sustainability Committee.
Among other things, the Executive Committee is responsible for preparing strategic guidelines and plans that take social and environmental issues into account, submitting them to the Board of Directors, and implementing them. In 2021, the Board of Directors established an executive vice president position dedicated exclusively to sustainability. The Sustainability Executive Vice Presidency is responsible for implementing the policies and general guidelines established by the Board and for identifying, addressing and managing critical issues that create risks or impacts for the business, as well as evaluating proposals for sustainability investments.
Our strategic planning addresses material issues through an integrated approach to the factors that may influence our ability to generate value. Our Sustainability Policy seeks to prevent and minimize risks and adverse impacts while maximizing positive impacts, creating social, environmental and economic value beyond the Company’s operations.
It is important to note that 25% of our executives’ long-term variable compensation is linked to ESG targets, and our 2030 commitments are aligned with our objectives of creating sustainable value and driving cultural transformation throughout the Company as we pursue our ambition of becoming one of the safest and most trusted companies in the mining industry. Since 2020, the Health, Safety, Geotechnical, Reparation and Compliance functions have not included financial or production performance indicators in their scorecards, allowing executives and employees in these areas to focus entirely on preventing and mitigating operational risks (see Executive Remuneration for more information.
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Learn about Vale’s approach to Climate.
Learn about Vale’s approach to Human Rights.
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