Leadership - Vale

Our leadership is committed to the Company’s purpose and works to achieve Vale’s long-term ambitions. We promote our key behaviors across our operations and use our levers to drive our ongoing cultural transformation.

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Board of Directors

Board of Directors’ profile

Board member selection

Advisory Committees

Fiscal Council

Executive Committee

Board of Directors

The Board of Directors is dedicated to the Company’s strategic agenda, overseeing and supporting initiatives to position Vale as a leader in sustainable mining and a benchmark in creating and sharing value.

As established in our B ylaws, the Board is composed of 11 to 13 regular members, elected at the Annual Shareholders’ Meeting, with one regular member (and one alternate member) elected by Vale employees. The Board is required to maintain a majority of independent directors, all of whom serve concurrent two-year terms, and is structured to ensure the diligent oversight of the Company.

The Board meets regularly at least eight times a year and in special meetings whenever convened by its Chair or, in the Chair’s absence, by the Vice Chair or jointly by one-third of the directors. Its decisions require a quorum representing a majority of its members and are made by majority vote.

The Board of Directors operates under a charter that governs its procedures and its relationship with the Company’s other governing bodies. This charter can be accessed here.

The Board’s overall profile reflects extensive experience and the competencies needed to address Vale’s challenges. Diversity in gender, race and culture contributes to a broad range of perspectives.

Photo: Vale Archive

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.

View profiles highlighting the main experience and qualifications of our Board members here

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Board activity in 2025:

22 Board of Directors meetings, including seven special meetings;
74 Advisory Committee meetings;
99% average attendance rate at Board of Directors meetings.

For more information on the main topics discussed by the Board, see the 2025 Vale S.A. Board of Directors Report and the 2026 Proxy Statement, in the Corporate governance section.

Photo: Vale Archive

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Board member selection

The Board of Directors, together with the Nomination and Governance Committee and specialized international consulting firms, updated the qualifications and experience that should be represented on the Board for the 2025–2027 term, taking into account Vale’s business strategy, key mining expertise, the preservation of Company-specific knowledge, market expectations and other relevant considerations.

Photo: Vale Archive

Matrix

Vale Board of Directors Critical Competencies Matrix

The Critical Competencies Matrix establishes objective criteria for assessing Board members’ proficiency in each of the relevant competencies, supporting a more accurate assessment of the competencies represented on the Board. Vale’s Critical Competencies Matrix is presented below.

Management experience

Relevant executive experience

Acting as a member of the Executive Committee and/or Board of Directors.

Experience in the Asian business environment

Preferably in Vale’s area of operation, especially in China.

Finance & Portfolio with value orientation and performance accountability

In the areas of corporate finance, capital allocation and asset portfolio management in large companies.

Capital Markets

Knowledge of the capital market and relationships with its agents, especially long-term investors

Cultural Transformation & Talent Management

Experience focused on the culture of value generation with social and environmental responsibility

Business innovation

Experience with innovations potentially applicable to Vale and its value chain, including supporting the Company’s
climate strategy

ESG

In socio-environmental and governance areas, in integrity and compliance processes, preferably in natural resource
industries. Experience in engaging with society, especially with neighboring communities,
is desirable

Sector knowledge

Mining

Preferably in the iron ore and transition metals business

Steelmaking & Metallurgy

Including their value creation drivers.

Global Chain Logistics

Including management and optimization of global supply chains.

Oil and Gas

Including their Value
Creation Drivers

Functional knowledge

Institutional, Governmental and Regulatory Relations

Acting with such bodies, as well as in corporate communication

Commercial and Trading

Understanding of the
geopolitical landscape and competitive environment, including current business and industry trends

Risk Management and Safety

In organizations with a risk profile compatible with that of natural resource companies


Management experience		Industry knowledge	Functional knowledge
Relevant executive experience Service as a member of an Executive Committee and/or Board of Directors	Cultural Transformation & Talent Management Experience promoting a culture of value creation and social and environmental responsibility	Mining Preferably in the iron ore and transition metals business	Institutional, Governmental and Regulatory Relations Experience engaging with these stakeholders, as well as in corporate communications
Experience in the Asian business environment Preferably in Vale’s area of operation, especially in China	Business innovation Experience with innovations potentially applicable to Vale and its value chain, including those supporting the Company’s climate strategy	Steel & Metallurgy Including the industry’s value drivers	Commercial and Trading Understanding of the geopolitical landscape and competitive environment, including current business dynamics and industry trends
Finance and portfolio with a value creation and performance accountability focus Experience in corporate finance, capital allocation and asset portfolio management at large companies	ESG Experience in environmental, social and governance matters, as well as integrity and compliance processes, preferably in the natural resources industry; experience engaging with society, especially neighboring communities, is desirable.	Global supply chain logistics Including management and optimization of global logistics networks	Risk management and safety Experience in organizations with a risk profile comparable to that of natural resources companies
Capital Markets Knowledge of capital markets and engagement with market participants, particularly long-term investors		Oil and Gas Including the industry’s value drivers

Board member assessment

Assessment of Board members based on the Critical Competencies Matrix as of April 2026*

Self-assessment criteria

Proficiency Scale

Proficiency is assessed on a three-level scale:

3 = Fully proficient
2 = Partially proficient
1 = Not proficient

For the purpose of calculating years of experience, the following criteria apply:

Experience as an executive and/or board member: more than six years to be considered Fully Proficient; three to six years to be considered Partially Proficient;
Experience as a consultant, financial advisor or financial analyst: more than 10 years to be considered Fully Proficient; five to 10 years to be considered Partially Proficient;

Previous experience on Vale’s Board of Directors: Service as Chair of the Board, Lead Independent Director or Committee Chair is assigned additional weight.

Critical Competencies Matrix

Experiences	As for the calculation of probationary periods, consider the following intervals: - Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient. - Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient. Previous experience on Vale’s Board of Directors: if serving as Chair of the Board, Lead Independent Director or Committee Chair, terms served in these roles count double for the purpose of assessing proficiency.
1. Relevant executive experience: service as a member of an Executive Committee and/or Board of Directors	Board member at a large company listed on the São Paulo Stock Exchange (B3) and/or on an international stock exchange Or served as CEO or C-level executive with full responsibility for financial performance at a large publicly traded company of significant complexity, characterized by a dynamic business environment, value creation and recognized for strong management Or held a local or regional leadership role at more than one large publicly traded multinational company recognized for management excellence and a strong track record of value creation
2. Experience in the Asian business environment: preferably in Vale’s area of operation, especially in China	Served at a natural resources company, with direct responsibility for managing business with the Chinese market Or served as CEO or C-level executive at Asia-based natural resources companies focused on regional markets Or served as CEO or C-level executive at companies with significant business operations in China
3. Finance and portfolio management with a value creation and performance accountability focus: experience in corporate finance, capital allocation and asset portfolio management at large companies	Led business portfolio optimization and capital allocation decisions across multiple business units within large business groups, multidivisional companies or holding companies Or chaired a Board Advisory Committee responsible for the finance agenda at a large company Or advised, as a consultant or financial advisor, multiple business groups, multidivisional companies or holding companies on business portfolio optimization and capital allocation decisions across multiple business units Or served as an external advisor on large multidisciplinary projects (involving operations, environmental issues, finance, significant CapEx requirements, etc.)
4. Capital markets: knowledge of capital markets and engagement with market participants, particularly long-term investors	Participated in leading the full decision-making cycle and the structuring of financing sources in domestic and international capital markets and/or maintained direct, ongoing engagement with major investors, serving as CFO or finance director at companies with an active and regular presence in the capital markets Or advised large companies, as a senior consultant or financial advisor, on decision-making and the structuring of debt and equity fundraising transactions in domestic and international capital markets, with an extensive track record of successful transactions
5. Cultural transformation and talent management: experience promoting a culture of value creation and social and environmental responsibility	As a C-level executive, led comprehensive cultural transformation programs on multiple occasions at large, complex companies, delivering significant business results. Chaired a Board Advisory Committee responsible for the people agenda at large companies recognized for excellence in talent management
6. Business innovation: experience with innovations potentially applicable to Vale and its value chain, including those supporting the Company’s climate strategy	Led the design and execution, on multiple occasions, of innovation initiatives encompassing strategic business factors (e.g., technologies, production and logistics systems, business processes, management models, products and services, sustainable use of natural resources, etc.) in major divisions or business units, with significant impacts on the Company’s business model and results Served as a C-level executive at large companies recognized for systematically and successfully driving innovation, involving strategic business factors (e.g., technologies, production and logistics systems, business processes, management models, products and services, sustainable use of natural resources, etc.)
7. ESG: experience in environmental, social and governance matters, as well as integrity and compliance processes, preferably in the natural resources industry; experience engaging with society, especially neighboring communities, is desirable	As a C-level executive, led the design and execution, on multiple occasions, of sustainability (environmental or social) strategies and initiatives integrated with business or corporate functions, generating significant impacts on the Company’s operating model, results and society/the environment Chaired a Board Advisory Committee responsible for sustainability or governance matters at large companies Or served on a Board of Directors or led public-sector or nonprofit organizations engaged in high-impact sustainability (environmental or social) programs and initiatives, involving substantial engagement or interaction with the private sector Actively served as an independent Board member or chair of governance committees at large companies listed on domestic and/or international stock exchanges and recognized for governance best practices Or led sustainability, corporate responsibility, institute or foundation functions at large corporations, overseeing major social or environmental impact initiatives, involving active engagement of external stakeholders

Experiences

As for the calculation of probationary periods, consider the following intervals:
- Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient.
- Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient.

1. Relevant executive experience: service as a member of an Executive Committee and/or Board of Directors

Board member at a large company listed on the São Paulo Stock Exchange (B3) and/or on an international stock exchange
Or served as CEO or C-level executive with full responsibility for financial performance at a large publicly traded company of significant complexity, characterized by a dynamic business environment, value creation and recognized for strong management
Or held a local or regional leadership role at more than one large publicly traded multinational company recognized for management excellence and a strong track record of value creation

2. Experience in the Asian business environment: preferably in Vale’s area of operation, especially in China

Served at a natural resources company, with direct responsibility for managing business with the Chinese market
Or served as CEO or C-level executive at Asia-based natural resources companies focused on regional markets
Or served as CEO or C-level executive at companies with significant business operations in China

3. Finance and portfolio management with a value creation and performance accountability focus: experience in corporate finance, capital allocation and asset portfolio management at large companies

Led business portfolio optimization and capital allocation decisions across multiple business units within large business groups, multidivisional companies or holding companies
Or chaired a Board Advisory Committee responsible for the finance agenda at a large company
Or advised, as a consultant or financial advisor, multiple business groups, multidivisional companies or holding companies on business portfolio optimization and capital allocation decisions across multiple business units
Or served as an external advisor on large multidisciplinary projects (involving operations, environmental issues, finance, significant CapEx requirements, etc.)

4. Capital markets: knowledge of capital markets and engagement with market participants, particularly long-term investors

Participated in leading the full decision-making cycle and the structuring of financing sources in domestic and international capital markets and/or maintained direct, ongoing engagement with major investors, serving as CFO or finance director at companies with an active and regular presence in the capital markets
Or advised large companies, as a senior consultant or financial advisor, on decision-making and the structuring of debt and equity fundraising transactions in domestic and international capital markets, with an extensive track record of successful transactions

5. Cultural transformation and talent management: experience promoting a culture of value creation and social and environmental responsibility

As a C-level executive, led comprehensive cultural transformation programs on multiple occasions at large, complex companies, delivering significant business results.
Chaired a Board Advisory Committee responsible for the people agenda at large companies recognized for excellence in talent management

6. Business innovation: experience with innovations potentially applicable to Vale and its value chain, including those supporting the Company’s climate strategy

Led the design and execution, on multiple occasions, of innovation initiatives encompassing strategic business factors (e.g., technologies, production and logistics systems, business processes, management models, products and services, sustainable use of natural resources, etc.) in major divisions or business units, with significant impacts on the Company’s business model and results
Served as a C-level executive at large companies recognized for systematically and successfully driving innovation, involving strategic business factors (e.g., technologies, production and logistics systems, business processes, management models, products and services, sustainable use of natural resources, etc.)

7. ESG: experience in environmental, social and governance matters, as well as integrity and compliance processes, preferably in the natural resources industry; experience engaging with society, especially neighboring communities, is desirable

As a C-level executive, led the design and execution, on multiple occasions, of sustainability (environmental or social) strategies and initiatives integrated with business or corporate functions, generating significant impacts on the Company’s operating model, results and society/the environment
Chaired a Board Advisory Committee responsible for sustainability or governance matters at large companies
Or served on a Board of Directors or led public-sector or nonprofit organizations engaged in high-impact sustainability (environmental or social) programs and initiatives, involving substantial engagement or interaction with the private sector
Actively served as an independent Board member or chair of governance committees at large companies listed on domestic and/or international stock exchanges and recognized for governance best practices
Or led sustainability, corporate responsibility, institute or foundation functions at large corporations, overseeing major social or environmental impact initiatives, involving active engagement of external stakeholders

For this section, the scale is the same for all industries


Sector knowledge: in-depth knowledge of the competitive dynamics, value chain, trends, sources of value, operating models, market positioning of key players, regulatory environment and technology within a given industry or group of industries that share similarities in some of these aspects.	For the purpose of calculating years of experience, the following criteria apply: - Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient - Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient Previous experience on Vale’s Board of Directors: if serving as Chair of the Board, Lead Independent Director or Committee Chair, terms served in these roles count double for the purpose of assessing proficiency: Experience as a Board member, CEO, or C-level executive at leading and successful companies in the sector; Or experience as a senior consultant at major strategy consulting firms serving clients that are leading sector players; Or experience as a senior market analyst (at banks, rating agencies, etc.) covering the sector; Or experience as a C-level executive at major companies within the sector’s value chain (suppliers, customers);

Sector knowledge: in-depth knowledge of the competitive dynamics, value chain, trends, sources of value, operating models, market positioning of key players, regulatory environment and technology within a given industry or group of industries that share similarities in some of these aspects.

For the purpose of calculating years of experience, the following criteria apply:
- Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient
- Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient

Experience as a Board member, CEO, or C-level executive at leading and successful companies in the sector;
Or experience as a senior consultant at major strategy consulting firms serving clients that are leading sector players;
Or experience as a senior market analyst (at banks, rating agencies, etc.) covering the sector;
Or experience as a C-level executive at major companies within the sector’s value chain (suppliers, customers);

1. Mining (preferably iron ore and transition metals)

2. Steel and metallurgy

3. Global supply chain logistics

4. Oil and gas

For this section, the scale is the same for all industries


Functional knowledge: Overall leadership of a functional area at a major company recognized for best practices in that function, with a high degree of autonomy and full responsibility for all matters associated with the area, demonstrating knowledge of the concepts, methodologies, tools and management models related to those functions	For the purpose of calculating years of experience, the following criteria apply: - Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient; - Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient Previous experience on Vale’s Board of Directors: if serving as Chair of the Board, Lead Independent Director or Committee Chair, terms served in these roles count double for the purpose of assessing proficiency • Experience as head of the functional area and a C-level executive at major companies recognized for best practices in this function • Experience as a senior professional at companies recognized for their high level of expertise in this function, serving major clients in the different areas of the function

Functional knowledge: Overall leadership of a functional area at a major company recognized for best practices in that function, with a high degree of autonomy and full responsibility for all matters associated with the area, demonstrating knowledge of the concepts, methodologies, tools and management models related to those functions

For the purpose of calculating years of experience, the following criteria apply:

- Executive and/or Board member experience: more than six years is considered Fully Proficient; three to six years is considered Partially Proficient; under three years is considered Not Proficient;

- Experience as a consultant, financial advisor or financial analyst: more than 10 years is considered Fully Proficient; five to 10 years is considered Partially Proficient; under five years is considered Not Proficient

Previous experience on Vale’s Board of Directors: if serving as Chair of the Board, Lead Independent Director or Committee Chair, terms served in these roles count double for the purpose of assessing proficiency

• Experience as head of the functional area and a C-level executive at major companies recognized for best practices in this function
• Experience as a senior professional at companies recognized for their high level of expertise in this function, serving major clients in the different areas of the function

1. Institutional, government and regulatory affairs

2. Commercial and trading

3. Risk management and safety

Board evaluation

Annual Board of Directors evaluation

Vale’s Board of Directors periodically conducts an evaluation of its effectiveness, with the support of the Nomination and Governance Committee and an independent specialized external advisor, as recommended by the independent directors on June 29, 2023. This process encourages reflection and discussion regarding opportunities for continuous improvement and the evolution of its governance, while reinforcing directors’ engagement in the process.

The most recent evaluation process, initiated at the end of 2023 and completed in the first quarter of 2024, included the participation of Board of Directors and Executive Committee members. It provided a comprehensive perspective on the priorities to be addressed to further strengthen governance and optimize the performance of Vale’s Board, in line with the highest standards expected of a global corporation.

Vale's Archive

As part of this process, both the Board and its Advisory Committees were evaluated, covering the following areas: (a) fulfillment of responsibilities; (b) composition and structure; (c) processes and support structure; (d) dynamics and effectiveness; and (e) contributions. The evaluation results were presented to the directors in a consolidated format, after which priority initiatives were aligned to further enhance the effectiveness of the Board and its Advisory Committees.

The Board evaluation process also provided greater visibility regarding the Board’s maturity and key strengths, from the perspective of its members and the Company’s executives, with particular emphasis on: (i) the relevance of the Board’s agenda and the extent of its contribution to the Company’s business; (ii) the progress made in the Board environment and in relationships of trust; and (iii) alignment on the Board’s priorities, including strategy, culture, people and institutional relations.

Learn more

Details of the methodology are described in item 7.1 of our CVM Reference Form.

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Advisory Committees

The Advisory Committees support the Board of Directors in areas that are critical to the effective oversight of Vale. As provided for in the Bylaws, there are five standing committees composed exclusively of Board members. In line with corporate governance best practices, the Audit and Risk Committee is composed exclusively of independent members of the Board of Directors.

Photo: Vale Archive

Members of Vale’s Board of Directors and Advisory Committees

Capital Allocation and Project

Internal regulation

Report

Manuel Lino Silva de Sousa Oliveira – Ollie (President)
-

Reinaldo Duarte Castanheira Filho (Vice-Presidente)
M

Wilfred Theodoor Bruijn (Bill) - Lead Independent Director
CM

André Viana Madeira
-

Anelise Quintão
M

Fernando Jorge Buso Gomes
M

Franklin Lee Feder
-

Heloísa Belotti Bedicks
-

Ieda Gomes Yell
-

Marcio Antonio Chiumento
-

Rachel de Oliveira Maia
-

Shunji Komai
M

Wagner Xavier (suplente)
CM

Attendance rate at meetings in 2025
100%

% independent
60%

Audit and Risks

Internal regulation

Report

Manuel Lino Silva de Sousa Oliveira – Ollie (President)
M

Reinaldo Duarte Castanheira Filho (Vice-Presidente)
M

Wilfred Theodoor Bruijn (Bill) - Lead Independent Director
-

André Viana Madeira
-

Anelise Quintão
-

Fernando Jorge Buso Gomes
-

Franklin Lee Feder
-

Heloísa Belotti Bedicks
CM

Ieda Gomes Yell
-

Marcio Antonio Chiumento
-

Rachel de Oliveira Maia
M

Shunji Komai
-

Wagner Xavier (suplente)
-

Attendance rate at meetings in 2025
92%

% independent
100%

Nomination and Governance

Internal regulation

Report

Manuel Lino Silva de Sousa Oliveira – Ollie (President)
CM

Reinaldo Duarte Castanheira Filho (Vice-Presidente)
-

Wilfred Theodoor Bruijn (Bill) - Lead Independent Director
M

André Viana Madeira
-

Anelise Quintão
-

Fernando Jorge Buso Gomes
-

Franklin Lee Feder
M

Heloísa Belotti Bedicks
M

Ieda Gomes Yell
-

Marcio Antonio Chiumento
-

Rachel de Oliveira Maia
-

Shunji Komai
-

Wagner Xavier (suplente)
M

Attendance rate at meetings in 2025
100%

% independent
100%

People and Remuneration

Internal regulation

Report

Manuel Lino Silva de Sousa Oliveira – Ollie (President)
-

Reinaldo Duarte Castanheira Filho (Vice-Presidente)
-

Wilfred Theodoor Bruijn (Bill) - Lead Independent Director
-

André Viana Madeira
-

Anelise Quintão
CM

Fernando Jorge Buso Gomes
M

Franklin Lee Feder
-

Heloísa Belotti Bedicks
-

Ieda Gomes Yell
M

Marcio Antonio Chiumento
M

Rachel de Oliveira Maia
M

Shunji Komai
M

Wagner Xavier (suplente)
-

Attendance rate at meetings in 2025
99%

% independent
50%

Sustainability

Internal regulation

Report

Manuel Lino Silva de Sousa Oliveira – Ollie (President)
-

Reinaldo Duarte Castanheira Filho (Vice-Presidente)
-

Wilfred Theodoor Bruijn (Bill) - Lead Independent Director
-

André Viana Madeira
M

Anelise Quintão
-

Fernando Jorge Buso Gomes
-

Franklin Lee Feder
M

Heloísa Belotti Bedicks
-

Ieda Gomes Yell
M

Marcio Antonio Chiumento
M

Rachel de Oliveira Maia
CM

Shunji Komai
-

Wagner Xavier (suplente)
-

Attendance rate at meetings in 2025
79%

% independent
60%


	Capital Allocation and Projects	Audit and Risks	Nomination and Governance	People and Remuneration	Sustainability
Manuel Lino Silva de Sousa Oliveira – Ollie (Chairman)	-	-	CM	-	-
Reinaldo Duarte Castanheira Filho (Vice-Chairman)	CM	M	-	-	-
Wilfred Theodoor Bruijn (Bill) - Lead Independent Director	M	-	M	-	-
André Viana Madeira	M	-	-	-	M
Anelise Quintão	M	-	-	CM	-
Fernando Jorge Buso Gomes	M	-	M	-	-
Franklin Lee Feder	-	-	M	-	M
Heloisa Belotti Bedicks	-	CM	M	-	-
Ieda Gomes Yell	-	-	-	M	M
Marcio Antonio Chiumento	-	-	-	M	M
Rachel de Oliveira Maia	-	M	-	M	CM
Shunji Komai	M	-	-	M	-
Wagner Xavier (alternate)	-	-	-	-	M
Attendance rate at meetings in 2025	100%	92%	100%	99%	79%
% independent	60%	100%	100%	50%	60%
	Charter Report	Charter Report	Charter Report	Charter Report	Charter Report

Subtitle: M – member; CM – coordinate member of the advisory committee.

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Fiscal Council

The Fiscal Council is a permanent oversight body, independent of the Executive Committee and the Board of Directors, as provided for under Brazilian law. Guided by the principles of transparency, fairness and accountability, it seeks to contribute to the organization’s performance.

It is composed of three to five members and is primarily responsible for overseeing compliance with statutory and legal duties. It also provides opinions on the Management Report and on proposals submitted by the management bodies regarding changes to the Company’s share capital, the issuance of bonds or subscription warrants, and investment plans or budgets.

To learn more, see the Fiscal Council’s Charter

Photo: Vale Archive

Composition

Effective member

Raphael Manhães Martins (Chairman)

Adriana de Andrade Solé

Aristóteles Nogueira Filho

Vacant

Márcio de Souza

Alternative Nominee

Jandaraci Ferreira de Araujo

Pedro Zannoni

Leda Maria Deiro Hahn

Rogério Ceron de Oliveira *

Alessandra Eloy Gadelha

Composition
Regular member	Alternate member
Raphael Manhães Martins (Chairman)	Jandaraci Ferreira de Araujo
Adriana de Andrade Solé	Pedro Zannoni
Aristóteles Nogueira Filho	Leda Maria Deiro Hahn
Vacant	Rogério Ceron de Oliveira *
Márcio de Souza	Alessandra Eloy Gadelha

*Serving as a regular member since June 1, 2026, following the resignation of the respective regular member.

Access here the internal regulation CSUS

Access here the internal regulation CACP

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Executive Committee

The Chief Executive Officer (CEO) and the Executive Vice Presidents are Vale’s legal representatives and are responsible for the Company’s day-to-day operations. They are also responsible for implementing the policies and goals established by the Board of Directors. All their duties are set forth in the Bylaws and the Executive Committee’s Charter, which also provides that the Executive Committee must consist of no fewer than six and no more than 11 members.

The Board of Directors elects the CEO and the Executive Vice Presidents for three-year terms and may remove them at any time. Under Brazilian law, they may reside or be domiciled outside Brazil, provided that a representative residing in Brazil is appointed. The Executive Committee meets every two weeks, and extraordinary meetings may be convened by any of its members.

The Executive Committee is also supported by five Advisory Committees dedicated to managing the following risks:

1.    Operational;
2.    Geotechnical;
3.    Strategic, Financial and Cyber;
4.    Compliance, Institutional Relations and Communications;
5.    Sustainability.

Photo: Vale Archive

Executive Committee members

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Explanatory note

Board activity in 2025:

Matrix

Vale Board of Directors Critical Competencies Matrix

Board member assessment

Assessment of Board members based on the Critical Competencies Matrix as of April 2026*

Explanatory note

Self-assessment criteria

Proficiency Scale

Critical Competencies Matrix

For this section, the scale is the same for all industries

For this section, the scale is the same for all industries

Board evaluation

Members of Vale’s Board of Directors and Advisory Committees

Composition

Executive Committee

Click the buttons below to navigate the page

Explanatory note

Board activity in 2025:

Matrix

Vale Board of Directors Critical Competencies Matrix

Board member assessment

Assessment of Board members based on the Critical Competencies Matrix as of April 2026*

Explanatory note

Self-assessment criteria​

Proficiency Scale

Critical Competencies Matrix

For this section, the scale is the same for all industries

For this section, the scale is the same for all industries

Board evaluation

Members of Vale’s Board of Directors and Advisory Committees

Composition

Executive Committee

Self-assessment criteria