Vale shareholders elect Manuel Lino Oliveira as chairman
Manuel Lino Silva de Sousa Oliveira, better known as Ollie
Divulgação
Vale shareholders on Wednesday (22) elected Portuguese executive Manuel Lino Silva de Sousa Oliveira, known as Ollie, as the mining company’s new chairman, along with executive Ieda Gomes as a new board member. Both will serve out the remainder of former chairman Daniel Stieler’s term, following his resignation on July 6. His term had been set to run until April 2027.
Former Vale chairman reportedly walks away with R$6.2m
Previ to stop nominating Vale chair after 2027
Vale sees progress on rail, mining hurdles
The extraordinary shareholders’ meeting drew a quorum representing 82.4% of voting shares and was overshadowed by allegations of an information leak that investors challenging Ollie’s candidacy may have used to their advantage.
Late in the evening, Vale disclosed a material fact stating that its board, which met the same day, had voted to remove board member Marcelo Gasparino over an alleged leak of confidential information related to a board meeting held on June 19.
The company said the removal falls under its misconduct management policy and is subject to approval at a general shareholders’ meeting. Vale added that the board will convene another extraordinary shareholders’ meeting to address Gasparino’s removal and related matters.
“This decision [on the removal] was based on the findings of an investigation conducted by an independent outside law firm, retained by board resolution, which confirmed the leak in question, constituting misconduct under the terms of the policy. The board followed the recommendations of the Audit and Risk Committee (CARE) and the Audit and Compliance Department,” Vale said in the filing.
Valor has learned that the decision was made while Wilfred Theodoor Bruijn was serving as interim board chairman, a post he had held since July 14, pending Wednesday’s shareholders’ meeting.
Gasparino, Vale’s vice chairman, ran against Ollie for the chairmanship at Wednesday’s meeting. Ollie, already a board member, won with 1.97 billion votes in favor, against 1.06 billion for Gasparino. In the day’s other vote, Gomes was elected with 2.4 billion votes, defeating José Maurício Coelho, who received 628.5 million.
Vale has 4.4 billion shares outstanding in total, of which 4.2 billion carry voting rights; the remaining 200 million are held in treasury.
Shortly after the meeting, Vale released a letter from Ollie in which the new chairman said that, “at this time of transition, the board of directors is rigorously fulfilling its constitutional role of diligence, oversight and strategic guidance.” He added: “I reaffirm our unwavering commitment to long-term strategic planning, ensuring discipline in capital allocation and the sustainable, consistent restoration of Vale’s global leadership.”
Ollie also said the board would continue working in step with the company’s executive committee, made up of CEO Gustavo Pimenta and seven executive vice presidents.
On the eve of the meeting, Vale issued a statement on the extraordinary shareholders’ meeting clarifying a report published by Valor on Tuesday. The newspaper had reported that Brazil’s Securities and Exchange Commission (CVM) opened administrative proceedings to determine whether Previ, the pension fund for Banco do Brasil employees and a Vale shareholder, had violated the miner’s rules by publicly declaring its support for Ollie.
The proceedings were opened at the request of investors Geração L. Par Fundo de Investimentos em Ações and Banco Clássico S.A., both Vale shareholders, who asked the CVM whether Previ had breached commitments set out in a company document approved in 2021 by requesting the extraordinary shareholders’ meeting and backing Ollie’s nomination. Previ denies having nominated Oliveira, maintaining that it merely supported the candidacy of an “independent” board member.
According to documents Vale released regarding Wednesday’s meeting, the CVM said it would not be appropriate to issue a decision within the requested deadline, ahead of the meeting, given the nature and complexity of the issues raised. It added that the matters raised by the shareholders would be examined as part of the ongoing administrative proceedings.
The documents Vale released also reproduce the letter of inquiry the two shareholders submitted to the CVM. In it, the investors refer to a meeting of the mining company’s nomination and governance committee on June 18, at which the chairman candidates were allegedly discussed.
In its statement on the shareholders’ meeting, Vale said it was surprised by the reference to the June 18 meeting, since the minutes are not public and the information would therefore have been restricted to committee members—the committee being one of the board’s advisory bodies.
The same document released by Vale also includes a statement from Previ, which concludes: “The complainants [Geração L. Par and Banco Clássico]—shareholders holding an alleged 0.5% of Vale’s share capital—admit to having had access to confidential internal company documents. The CVM is therefore urged to take the necessary measures to investigate any potential wrongdoing related to such access.”
At the very start of Wednesday’s meeting, attorney João Vicente da Silva Machado, representing Geração L. Par and Banco Clássico, said the inquiry submitted to the CVM was based “entirely” on public information made available by the company itself, and denied that it relied on any confidential or restricted information.
