Vale S A : Internal Regulations - Finance Committee
05/27/2022 | 06:23pm EDT
The Board of Directors of Vale S.A. ("Vale" or "Company"), in the exercise of its duties, approved the Bylaws of the Financial Committee ("Committee"), in order to regulate its composition and functioning, as well as the relationship between the Committee and the other bodies of the Company, pursuant to Section II, of Chapter IV, of Vale's Bylaws, as follows:
CHAPTER I - MISSION
1.1 The Committee's mission is to advise Vale's Board of Directors, including proposing
improvements related to its area of operation, in order to provide greater efficiency and quality to the decisions of this board and ensure that the Company's activities are conducted in accordance with the laws, ethics and internal controls.
CHAPTER II - COMPOSITION AND REMUNERATION
2.1 The Committee will be constituted by the Board of Directors and composed of 03 (three) to 05 (five) members*, subject to the following conditions: a) two of whom will necessarily be members of the Board of Directors and the others appointed among the members of such body, or external specialist professionals, in the case described in item 2.3; b) the number of independent members must be at least equal to the number of non-independent members. The exact number of members will be defined by the Board of Directors at the meeting that appoints them.
The Board of Directors may, in exceptional cases, authorize the appointment of members that exceed the limit of the full composition of the collegiate body.
For the purposes of these Internal Regulations, the expression "independent" has the meaning ascribed to it in the New Market Listing Segment of B3 S.A.
- Brasil Bolsa Balcão.
2.3 The Board of Directors may appoint one or more external specialist professionals, provided they have proven their experience in skills related to the Committee's scope of work, and the provisions of the aforementioned item 2.1 are respected.
*In the case of the member representing the employees, the regular or substitute member will be considered.
2.4 The criteria and values of the global and individual remuneration of the Committee members will be established annually by the Board of Directors of Vale, when the
global amount fixed at the Company's Annual General Meeting is distributed, and reimbursable expenses will not be computed in the global amount required for the performance of the duty.
2.5 Committee members will be reimbursed for travel, food and lodging expenses necessary for the performance of their duties, in compliance with the internal rules and policies adopted by Vale.
CHAPTER III - MANAGEMENT
3.1 The beginning of the term of office of the members of the Committee will be from
the signing of the respective term of office, and will remain in force until (i) the end of the term of office of the members of the Board of Directors of Vale, or (ii) their dismissal by the Board of Directors, or resignation, which may occur at any time
Once the term of office of the Committee members has expired, they may be reappointed through a new appointment by the Board of Directors.
The Committee Coordinator must be a regular member of the Board of Directors, chosen by the Board of Directors, and in his/her eventual absence, it will be up to the Coordinator him/herself to appoint his/her substitute from among the other members and the respective replacement period.
3.3.1 If the Coordinator does not exercise the aforementioned prerogative, the other members will be responsible for appointing from among those present at the meeting the one who will occupy the position of Coordinator of the Committee.
Committee members will not have substitutes.
In case of vacancy or dismissal of any member of the Committee, by the Board of Directors, the Board of Directors shall appoint the substitute member to complete the remaining term of office of the replaced member.
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CHAPTER IV - DUTIES
It is incumbent upon the Financial Committee:
evaluate the structure and conditions of investment and divestment operations, including merger, incorporation and spin-off operations in which Vale is involved;
assess the compatibility between the level of shareholder remuneration and the parameters established in the annual budget and financial schedule, as well as its consistency with the general dividend policy and the Company's capital structure;
assess minimum cash and financial investments policy;
evaluate asset portfolio management opportunities and efficient capital allocation;
evaluate Vale's annual budget and annual investment plan;
evaluate the Company's annual funding plan and indebtedness limits;
evaluate current and capital investments, which are the responsibility of the Board of Directors;
monitor the financial execution of capital projects, current budget and cash flow;
monitor financial risks and controls from the perspective of the integrated risk map, as well as propose improvements in mitigation plans;
evaluate the Policy for Disclosure of Material Act or Fact and Securities Trading;
prepare and approve the Committee's annual work plan; and
propose the analysis and evaluation, as well as give opinion on other topics within its competence.
Committee members must have access to all information and documents necessary for the exercise of their duties.
It is incumbent upon the Committee Coordinator:
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direct and coordinate the work of the Committee, including the preparation
of opinions and minutes;
prepare the annual calendar of the Committee's ordinary meetings and inform the Board of Directors and the Executive Board of Vale, in advance, as well as annually submit to the Board of Directors the Committee's work plan for the current year and for the following year, if applicable;
define the agendas and summon the members of the Committee, subject to the provisions of Chapter V below;
coordinate the relationship and interaction with the Board of Directors and,
when necessary, with the Executive Board of Vale, in relation to matters within the competence of the Committee, reporting on its progress during the meetings, upon request of the Chairman of the Board of Directors;
invite external participants to the Committee, albeit without voting rights, who are external and/or Vale experts, in order to provide clarifications and contribute to the technical analysis of the matters to be addressed, observing any conflict of interest issues; and
ensure the faithful compliance with these Bylaws.
CHAPTER V - MEETINGS
The Committee will meet, ordinarily, according to the approved annual calendar, and extraordinarily, when necessary, upon notice 5 (five) business days in advance.
5.1.1 Notwithstanding the notice period provided for above, the meeting attended by all Committee members will be considered valid.
The convening of the Committee will always be up to the Coordinator, who will define the agendas for the meetings, in response to the request of the Board of Directors or any member of the Committee or considering the analysis of the proposal presented by the Executive Board.
5.2.1 The call notice must be made through the governance portal or by email, containing the meeting agenda and supporting material, if applicable.
Committee meetings will be held at Vale's headquarters or at a location previously
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defined by its members, and may also take place by teleconference, videoconference or any other means of simultaneous communication that ensures effective participation of its members in the meeting. In addition, the Committee will be able to meet virtually through the Governance Portal to resolve on routine matters within its competence.
The other members of the Board of Directors who are not members of the Committee may participate in the Committee's meetings, on an exceptional and non-routine basis and without the right to vote, upon prior alignment with the Committee Coordinator, except for matters of conflicts of interest.
The Committee's meetings will be set up with the presence of the majority of its members and decisions will be taken by the majority of those present.
Each Committee meeting must be recorded in minutes that will be (i) prepared as soon as possible, (ii) read,, approved and signed by the Committee members present at the meeting; (iii) forwarded to the Board of Directors; and (iv) filed at the Company's headquarters.
5.6.1 The members of the Committee may record in the minutes of the meeting and/or in the opinion their observations and recommendations regarding the matters dealt with by the Committee..
57 Committee members may be required to attend meetings of the Board of Directors to provide clarifications on the opinions they have issued.
5.8 The Committee will have the administrative support of Vale's Corporate Governance Department, which will be responsible for:
organize the infrastructure of Committee meetings;
support the convening and dissemination of the agenda and support material for the meetings;
chair the meetings, prepare the attendance list, assist in the preparation of opinions and prepare the respective minutes, collect the signatures of all participants in such documents, disclose them to the Board of Directors and file them at the Company's headquarters;
support the Committee Coordinator in the relationship and interaction with the Board of Directors and, when necessary, with the Executive Board and
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