BOARD Member of Leading Company in Sustainability – Brazil 2018 – GUEITIRO MATSUO GENSO


BOARD Member of Leading Company in Sustainability

1. How the sustainability issues are formally addressed in your role as BOARD Member?

The Board of Directors decides Vale’s general policies and guidelines, including Vale´s sustainability management and performance. It evaluates plans and policies proposed by the Executive Office, and assesses the results achieved. The members of the Board meet every month, and may be called for special meetings by its Chairman or Vice-Chairman, or by any two Board members together. In 2017, 21 meetings were held.
The directors’ term is two years, and their compensation follows the criteria of other managers and employees of Vale, which is set based on market research prepared by independent consulting companies. The Board of Directors is responsible for electing the executive officers for two-year terms and can remove them from office at any time. Among the Board’s attributions is to approve, update and assess the company’s compliance with its Mission, Vision and Values, under advisement by the Advisement Committees.
The committees support the Board of Directors during the decision-making process. They are currently divided into five areas: Personnel, Governance, Risk and Compliance, Finance, Audit (to be implemented), and Sustainability. They represent discussion forums and share the different views of their members, which enables greater maturity and alignment of the proposals before they are sent to the Board of Directors. The goal is to contribute to the fluidity and quality of the decision-making processes.
The Sustainability Committee evaluates Vale’s sustainability strategy, ensuring that sustainability and human rights aspects are considered in defining the company’s overall strategy and performance, in addition to advising the Board of Directors regarding the approval of improvements based on a long term strategic view.

2. Indicate which of the following three areas of the sustainable development of your company is, in your opinion, the most important

Corporate governance

3. In your role as BOARD Member, could you describe in particular a project that has led and highlighted by its positive impact, whether in the Environmental, Social or Corporate Governance (ASG) in the last 12 months?.

2017 and 2018 marked the migration of Vale’s shares to Novo Mercado of B3 S.A., which represents the company’s commitment to the highest standards of corporate governance, management and transparency. In practical terms, Vale becomes a company without a defined controlling shareholder. Its shareholding structure and its capital become pulverized and diffuse. This change brought more transparency to all minority shareholders, and consequently more representative of them, who now have full right to vote in the Board of Directors’ elections and may participate in Vale’s main management decisions. We believe that this movement balances the political and economic power of all shareholders, extending its alignment. Moreover, our belief is that this alignment reduces uncertainty, increases confidence and generates value not only for investors, but for all stakeholders. Additionally, with the migration to the Novo Mercado, Vale increased in two the number of independent members, totalling 3 independent members.

4. Please indicate how you will lead in the next 12 months, from the identification of the risks and opportunities of Environmental, Social and Corporate Governance (ASG) factors, the measurement of the corporate sustainability performance and reporting to institutional investors, and the capital market in general.

Vale carried out a recent restructuring in the sustainability department, to strengthen its License to Operate, and it was based on two fundamental capitals: the Social Capital, which aims to build a positive legacy in the communities where it is present; and the Natural Capital, which seeks to foster, in an expanded way, actions of environmental conservation, in order to generate positive externalities.

We are setting new goals for water management, GHG emissions, social performance management, including the improvement of our Human Rights due diligence and on site and corporate grievance mechanisms. Last, but not least, the company is engendering efforts to increase its sustainability disclosure and transparency throughout different investors’ relations and communications initiatives.


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