|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Vale S.A. 20-F 12/31/23 240:61M MZ Technologies/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 11.51M
Non-Canadian Issuer
2: EX-1 Underwriting Agreement or Conflict Minerals Report HTML 187K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 270K
Liquidation or Succession
4: EX-8 Opinion of Counsel re: Tax Matters HTML 66K
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 55K
10: EX-17.1 Correspondence re: Departure of a Director HTML 55K
11: EX-96.1 Mining Disclosure -- ex96-1 PDF 10.51M
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 83K
Awarded Compensation
5: EX-12.1 Statement re: the Computation of Ratios HTML 60K
6: EX-12.2 Statement re: the Computation of Ratios HTML 60K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 54K
9: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 88K
18: R1 Cover HTML 152K
19: R2 Consolidated Income Statement HTML 121K
20: R3 Consolidated Income Statement (Parenthetical) HTML 67K
21: R4 Consolidated Statement of Comprehensive Income HTML 97K
22: R5 Consolidated Statement of Cash Flows HTML 131K
23: R6 Consolidated Statement of Financial Position HTML 183K
24: R7 Consolidated Statement of Changes in Equity HTML 102K
25: R8 Corporate information HTML 68K
26: R9 Basis of preparation of financial statements HTML 125K
27: R10 Significant events and transactions related to HTML 77K
2023 financial statements
28: R11 Information by business segment and geographic HTML 316K
area
29: R12 Costs and expenses by nature HTML 94K
30: R13 Financial results HTML 85K
31: R14 Streaming transactions HTML 96K
32: R15 Taxes HTML 235K
33: R16 Basic and diluted earnings (loss) per share HTML 80K
34: R17 Cash flows reconciliation HTML 132K
35: R18 Accounts receivable HTML 79K
36: R19 Inventories HTML 69K
37: R20 Suppliers and contractors HTML 68K
38: R21 Other financial assets and liabilities HTML 113K
39: R22 Investments in associates and joint ventures HTML 353K
40: R23 Acquisitions and divestitures HTML 226K
41: R24 Intangibles HTML 125K
42: R25 Property, plant, and equipment HTML 219K
43: R26 Impairment reversal (impairment and disposals) of HTML 139K
non-current assets
44: R27 Financial and capital risk management HTML 614K
45: R28 Financial assets and liabilities HTML 254K
46: R29 Participative shareholders? debentures HTML 83K
47: R30 Loans, borrowings, cash and cash equivalents and HTML 127K
short-term investments
48: R31 Leases HTML 168K
49: R32 Brumadinho dam failure HTML 128K
50: R33 Liabilities related to associates and joint HTML 101K
ventures
51: R34 Provision for de-characterization of dam HTML 154K
structures and asset retirement obligations
52: R35 Legal proceedings HTML 151K
53: R36 Employee benefits HTML 747K
54: R37 Equity HTML 201K
55: R38 Related parties HTML 244K
56: R39 Commitments and guarantees granted HTML 83K
57: R40 Basis of preparation of financial statements HTML 132K
(Policies)
58: R41 Information by business segment and geographic HTML 60K
area (Policies)
59: R42 Financial results (Policies) HTML 59K
60: R43 Streaming transactions (Policies) HTML 60K
61: R44 Taxes (Policies) HTML 63K
62: R45 Accounts receivable (Policies) HTML 59K
63: R46 Inventories (Policies) HTML 58K
64: R47 Suppliers and contractors (Policies) HTML 58K
65: R48 Other financial assets and liabilities (Policies) HTML 59K
66: R49 Investments in associates and joint ventures HTML 78K
(Policies)
67: R50 Acquisitions and divestitures (Policies) HTML 64K
68: R51 Intangibles (Policies) HTML 63K
69: R52 Property, plant, and equipment (Policies) HTML 89K
70: R53 Impairment reversal (Impairment and Disposals) of HTML 63K
Non-Current Assets (Policies)
71: R54 Financial and capital risk management (Policies) HTML 68K
72: R55 Financial assets and liabilities (Policies) HTML 62K
73: R56 Participative shareholders? debentures (Policies) HTML 58K
74: R57 Loans, borrowings, cash and cash equivalents and HTML 59K
short-term investments (Policies)
75: R58 Leases (Policies) HTML 59K
76: R59 Brumadinho dam failure (Policies) HTML 57K
77: R60 Liabilities related to associates and joint HTML 60K
ventures (Policies)
78: R61 Provision for de-characterization of dam HTML 61K
structures and asset retirement obligations
(Policies)
79: R62 Legal proceedings (Policies) HTML 59K
80: R63 Employee benefits (Policies) HTML 64K
81: R64 Equity (Policies) HTML 61K
82: R65 Basis of preparation of financial statements HTML 71K
(Tables)
83: R66 Information by business segment and geographic HTML 310K
area (Tables)
84: R67 Costs and expenses by nature (Tables) HTML 95K
85: R68 Financial results (Tables) HTML 82K
86: R69 Streaming transactions (Tables) HTML 85K
87: R70 Taxes (Tables) HTML 200K
88: R71 Basic and diluted earnings (Loss) Per Share HTML 79K
(Tables)
89: R72 Cash flows reconciliation (Tables) HTML 122K
90: R73 Accounts receivable (Tables) HTML 76K
91: R74 Inventories (Tables) HTML 66K
92: R75 Suppliers and contractors (Tables) HTML 64K
93: R76 Other financial assets and liabilities (Tables) HTML 103K
94: R77 Investments in associates and joint ventures HTML 342K
(Tables)
95: R78 Acquisitions and divestitures (Tables) HTML 182K
96: R79 Intangibles (Tables) HTML 123K
97: R80 Property, plant, and equipment (Tables) HTML 210K
98: R81 Impairment reversal (Impairment and Disposals) of HTML 123K
Non-Current Assets (Tables)
99: R82 Financial and capital risk management (Tables) HTML 605K
100: R83 Financial assets and liabilities (Tables) HTML 251K
101: R84 Participative shareholders? debentures (Tables) HTML 80K
102: R85 Loans, borrowings, cash and cash equivalents and HTML 162K
short-term investments (Tables)
103: R86 Leases (Tables) HTML 166K
104: R87 Brumadinho dam failure (Tables) HTML 101K
105: R88 Liabilities related to associates and joint HTML 76K
ventures (Tables)
106: R89 Provision for de-characterization of dam HTML 136K
structures and asset retirement obligations
(Tables)
107: R90 Legal proceedings (Tables) HTML 118K
108: R91 Employee benefits (Tables) HTML 737K
109: R92 Equity (Tables) HTML 186K
110: R93 Related parties (Tables) HTML 244K
111: R94 Commitments and guarantees granted (Tables) HTML 79K
112: R95 Basis of preparation of financial statements HTML 66K
(Details)
113: R96 Basis of preparation of financial statements HTML 98K
(Details Narrative)
114: R97 Significant events and transactions related to HTML 113K
2023 financial statements (Details Narrative)
115: R98 Information by business segment and geographic HTML 105K
area (Details)
116: R99 Information by business segment and geographic HTML 155K
area (Details 1)
117: R100 Information by business segment and geographic HTML 78K
area (Details 2)
118: R101 Information by business segment and geographic HTML 87K
area (Details 3)
119: R102 Costs and expenses by nature (Details) HTML 78K
120: R103 Costs and expenses by nature (Details 1) HTML 68K
121: R104 Costs and expenses by nature (Details 2) HTML 72K
122: R105 Costs and expenses by nature (Details Narrative) HTML 57K
123: R106 Financial results (Details) HTML 93K
124: R107 Streaming transactions (Details) HTML 67K
125: R108 Streaming transactions (Details 1) HTML 64K
126: R109 Streaming transactions (Details Narrative) HTML 74K
127: R110 Taxes (Details) HTML 85K
128: R111 Taxes (Details 1) HTML 82K
129: R112 Taxes (Details 2) HTML 111K
130: R113 Taxes (Details 3) HTML 62K
131: R114 Taxes (Details 4) HTML 83K
132: R115 Taxes (Details 5) HTML 74K
133: R116 Taxes (Details Narrative) HTML 108K
134: R117 Basic and diluted earnings (Loss) Per Share HTML 85K
(Details)
135: R118 Cash flows reconciliation (Details) HTML 85K
136: R119 Cash flows reconciliation (Details 1) HTML 69K
137: R120 Cash flows reconciliation (Details 2) HTML 89K
138: R121 Cash flows reconciliation (Details 3) HTML 58K
139: R122 Cash flows reconciliation (Details Narrative) HTML 83K
140: R123 Accounts receivable (Details) HTML 70K
141: R124 Accounts receivable (Details 1) HTML 67K
142: R125 Inventories (Details) HTML 70K
143: R126 Suppliers and contractors (Details) HTML 65K
144: R127 Suppliers and contractors (Details Narrative) HTML 59K
145: R128 Other financial assets and liabilities (Details) HTML 86K
146: R129 Other financial assets and liabilities (Details 1) HTML 81K
147: R130 Other financial assets and liabilities (Details HTML 67K
Narrative)
148: R131 Investments in associates and joint ventures HTML 135K
(Details)
149: R132 Investments in associates and joint ventures HTML 118K
(Details 1)
150: R133 Investments in associates and joint ventures HTML 91K
(Details 2)
151: R134 Investments in associates and joint ventures HTML 117K
(Details 3)
152: R135 Investments in associates and joint ventures HTML 61K
(Details Narrative)
153: R136 Acquisitions and divestitures - (Details) HTML 95K
154: R137 Acquisitions and divestitures - (Details 1) HTML 81K
155: R138 Acquisitions and divestitures - (Details 2) HTML 94K
156: R139 Acquisitions and divestitures - (Details 3) HTML 134K
157: R140 Acquisitions and divestitures (Details Narrative) HTML 179K
158: R141 Intangibles - (Details) HTML 98K
159: R142 Intangibles - (Details 1) HTML 66K
160: R143 Property, plant, and equipment (Details) HTML 142K
161: R144 Property, plant, and equipment (Details 1) HTML 80K
162: R145 Impairment reversal (Impairment and Disposals) of HTML 77K
Non-Current Assets (Details)
163: R146 Impairment reversal (Impairment and Disposals) of HTML 90K
Non-Current Assets (Details 1)
164: R147 Financial and capital risk management (Details) HTML 84K
165: R148 Financial and capital risk management (Details 1) HTML 78K
166: R149 Financial and capital risk management (Details 2) HTML 85K
167: R150 Financial and capital risk management (Details 3) HTML 91K
168: R151 Financial and capital risk management (Details 4) HTML 126K
169: R152 Financial and capital risk management (Details 5) HTML 146K
170: R153 Financial and capital risk management (Details 6) HTML 80K
171: R154 Financial and capital risk management (Details 7) HTML 67K
172: R155 Financial and capital risk management (Details 8) HTML 65K
173: R156 Financial and capital risk management (Details 9) HTML 81K
174: R157 Financial and capital risk management (Details 10) HTML 74K
175: R158 Financial and capital risk management (Details 11) HTML 85K
176: R159 Financial and capital risk management (Details 12) HTML 72K
177: R160 Financial and capital risk management (Details 13) HTML 62K
178: R161 Financial and capital risk management (Details 14) HTML 66K
179: R162 Financial and capital risk management (Details 15) HTML 67K
180: R163 Financial and capital risk management (Details 16) HTML 72K
181: R164 Financial and capital risk management (Details 17) HTML 93K
182: R165 Financial assets and liabilities (Details) HTML 144K
183: R166 Financial assets and liabilities (Details 1) HTML 87K
184: R167 Financial assets and liabilities (Details 2) HTML 85K
185: R168 Impairment reversal (Impairment and Disposals) of HTML 75K
Non-Current Assets (Details Narrative)
186: R169 Participative shareholders' debentures (Details) HTML 61K
187: R170 Participative shareholders' debentures (Details 1) HTML 60K
188: R171 Participative shareholders? debentures (Details HTML 57K
Narrative)
189: R172 Loans, borrowings, cash and cash equivalents and HTML 69K
short-term investments (Details)
190: R173 Loans, borrowings, cash and cash equivalents and HTML 67K
short-term investments (Details 1)
191: R174 Loans, borrowings, cash and cash equivalents and HTML 85K
short-term investments (Details 2)
192: R175 Loans, borrowings, cash and cash equivalents and HTML 72K
short-term investments (Details 3)
193: R176 Leases (Details) HTML 82K
194: R177 Leases (Details 1) HTML 98K
195: R178 Leases (Details 2) HTML 132K
196: R179 Brumadinho dam failure (Details) HTML 94K
197: R180 Brumadinho dam failure (Details Narrative) HTML 83K
198: R181 Liabilities related to associates and joint HTML 64K
ventures (Details)
199: R182 Liabilities related to associates and joint HTML 85K
ventures (Details 1)
200: R183 Liabilities related to associates and joint HTML 78K
ventures (Details Narrative)
201: R184 Provision for de-characterization of dam HTML 69K
structures and asset retirement obligations
(Details)
202: R185 Provision for de-characterization of dam HTML 82K
structures and asset retirement obligations
(Details 1)
203: R186 Provision for de-characterization of dam HTML 74K
structures and asset retirement obligations
(Details 2)
204: R187 Provision for de-characterization of dam HTML 74K
structures and asset retirement obligations
(Details Narrative)
205: R188 Legal proceedings (Details) HTML 91K
206: R189 Legal proceedings (Details 1) HTML 67K
207: R190 Legal proceedings (Details 2) HTML 67K
208: R191 Legal proceedings (Details Narrative) HTML 83K
209: R192 Employee benefits (Details) HTML 66K
210: R193 Employee benefits (Details 1) HTML 62K
211: R194 Employee benefits (Details 2) HTML 84K
212: R195 Employee benefits (Details 3) HTML 96K
213: R196 Employee benefits (Details 4) HTML 87K
214: R197 Employee benefits (Details 5) HTML 136K
215: R198 Employee benefits (Details 6) HTML 76K
216: R199 Employee benefits (Details 7) HTML 88K
217: R200 Employee benefits (Details 8) HTML 117K
218: R201 Employee benefits (Details 9) HTML 115K
219: R202 Employee benefits (Details 10) HTML 85K
220: R203 Employee benefits (Details 11) HTML 102K
221: R204 Employee benefits (Details 12) HTML 98K
222: R205 Employee benefits (Details 13) HTML 84K
223: R206 Employee benefits (Details Narrative) HTML 80K
224: R207 Equity (Details) HTML 83K
225: R208 Equity (Details 1) HTML 60K
226: R209 Equity (Details 2) HTML 84K
227: R210 Equity (Details 3) HTML 72K
228: R211 Equity (Details 4) HTML 92K
229: R212 Equity (Details Narrative) HTML 74K
230: R213 Related parties (Details) HTML 106K
231: R214 Related parties (Details 1) HTML 107K
232: R215 Related parties (Details 2) HTML 70K
233: R216 Commitments and guarantees granted (Details) HTML 60K
234: R217 Commitments and guarantees granted (Details 1) HTML 67K
235: R218 Commitments and guarantees granted (Details HTML 58K
Narrative)
237: XML IDEA XML File -- Filing Summary XML 471K
240: XML XBRL Instance -- valeform20f_2023_htm XML 12.38M
236: EXCEL IDEA Workbook of Financial Report Info XLSX 560K
14: EX-101.CAL XBRL Calculations -- vale-20231231_cal XML 451K
15: EX-101.DEF XBRL Definitions -- vale-20231231_def XML 2.38M
16: EX-101.LAB XBRL Labels -- vale-20231231_lab XML 2.99M
17: EX-101.PRE XBRL Presentations -- vale-20231231_pre XML 2.97M
13: EX-101.SCH XBRL Schema -- vale-20231231 XSD 841K
238: JSON XBRL Instance as JSON Data -- MetaLinks 929± 1.30M
239: ZIP XBRL Zipped Folder -- 0001292814-24-001463-xbrl Zip 13.40M
Exhibit 97
Corporate Policy
|
 |
| Subject: Clawback |  |
| Identification: POL-0045-G / Version: 00 | Use: Public |
| Resolution: DCA – 032/2023 | Issued on: 11/30/2023 |
| Person in charge: Executive Vice-Presidency of People | Revision by: 11/30/2028 |
| 1. | Purpose |
The purpose of this Policy is to describe the circumstances in which Executive Committee Members will be required to repay or return Erroneously Awarded Compensation to Vale and/or Vale System entities.
| 2. | Scope |
This Policy applies to Vale S.A. and its Executive Committee Members (as defined in this Policy) at any time and their successors in any capacity.
| 3. | References |
Section 10D of the Securities Exchange Act of 1934, as amended, issued by the SEC.
Item 303A.14 of the NYSE Listed Company Manual.
POL-0031-G- Indemnity Policy.
POL-0041-G-Consequence Management Policy.
| 4. | General Guidelines |
In the event that Vale makes an Accounting Restatement, each Executive Committee Member (whether or not such member is in office) who has Received any Erroneously Awarded Compensation in connection with such Accounting Restatement shall repay or return the amount of such Erroneously Awarded Compensation to Vale and/or Vale System entities. The Board of Directors shall determine the amount of the Erroneously Awarded Compensation to be repaid or returned by each Executive Committee Member. In the case of Incentive-based Compensation related to (or derived from) the price of shares issued by Vale or total shareholder return, the amount shall be determined by the Board of Directors based on a reasonable estimate of the effect of the Accounting Restatement on the price of shares issued by Vale or the total shareholder return on which the Incentive-based Compensation was Received.
In no event shall Vale and/or Vale System entities accept, in satisfaction of the obligations set forth in this Policy, the repayment or return by any Executive Committee Member of an amount that is less than the Erroneously Awarded Compensation. Notwithstanding the foregoing, the Board of Directors may resolve, in good faith, not to recover the Erroneously Awarded Compensation when such recovery is considered Impracticable.
In the event any Executive Committee Member fails to repay or return the Erroneously Awarded Compensation to Vale and/or Vale System entities, Vale shall adopt reasonable and appropriate legal measures, as determined by the Board of Directors, to recover such compensation, provided that the Board of Directors shall take into consideration the applicable facts and circumstances, the value of money at the time and the cost to shareholders for the delay in recovering the Erroneously Awarded Compensation.
| - 1 of 6 - |
 |
In no event shall Vale and/or Vale System entities, directly or indirectly, indemnify any Executive Committee Member (i) for the repayment or return of, or compensation for, Erroneously Awarded Compensation; or (ii) for any claims related to the enforcement of this Policy, including through an Indemnity Agreement, it being understood that any claim for indemnification related to payments covered by this Policy shall be deemed to be excluded from the protection provided by Vale's Indemnity Policy. Likewise, it is forbidden for Vale and/or the Vale System entities to enter into any agreement that, in any way, exempts the application of this Policy or implies the waiver of Vale's right to apply it.
| 5. | Responsibilities: |
Of the Board of Directors
| • | To ensure compliance with this Policy. |
| • | To approve this Policy and its amendments, by proposal of the Executive Committee, always in line with the applicable laws. |
| • | To approve the engagement of external advisors to perform the calculations for determining the Erroneously Awarded Compensation, if and when needed. |
| • | To resolve on the legal measures to be taken, by the Company, for the recovery of the Erroneously Awarded Compensation. |
| • | To resolve, in good faith and in a reasoned manner, for the non-recovery of the Erroneously Awarded Compensation to an Executive Committee Member, if recovery is deemed Impracticable, subject for this purpose to the favorable vote of the majority of the independent directors. |
Of the Advisory Committee
| • | To advise the Board of Directors in the exercise of its attributions in connection with this Policy. |
Of the Executive Committee Members
| • | To sign a Term of Acknowledgement, as per Annex I of this Policy, provided, however, that this Policy applies to and shall be enforceable against any Executive Committee Member and their successors, regardless of whether such officer has received, signed or returned such document to the Company. |
| • | To repay or return to Vale and/or Vale System entities any Erroneously Awarded Compensation, as provided for in this Policy. |
Of the People Vice-Presidency
| • | To keep on file at the Company's headquarters the Terms of Acknowledgement signed by the Executive Committee Members. |
| • | To keep on file all the documentation related to the calculation of the Erroneously Awarded Compensation for potential presentation to the relevant authorities, as well as copies of the documentation that evidences the efforts of Vale and/or Vale System entities in the recovery of the Erroneously Awarded Compensation or the applicable legal opinion when recovery is Impracticable. |
Of the Corporate and External Affairs Vice-Presidency
| • | To provide guidance about the legal aspects applicable to the matters addressed in this Policy. |
| - 2 of 6 - |
| |
Of the Finance and Investor Relations Vice-Presidency
| • | To submit to the SEC or the NYSE any documentation or information related to this Policy that is required pursuant to applicable laws. |
| • | To file and publish this Policy in Vale’s official archives. |
| 6. | Definitions |
“Accounting Restatement” means an accounting restatement to Vale’s financial statements due to Vale’s material non-compliance with any accounting or financial reporting requirement under securities law, including any required accounting restatement to correct an error in Vale’s previously issued financial statements that is material to Vale’s previously issued financial statements, or that would result in a material misstatement to such financial statements of the current period if the error were left uncorrected in the current period or corrected in the current period.
“Restatement Date” means the earlier to occur of: (i) the date the Board of Directors concludes, or reasonably should have concluded, that Vale should prepare the Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs Vale to prepare an Accounting Restatement.
“Impracticable” means the scenarios of non-recovery of the Erroneously Awarded Compensation as established in the NYSE rules, including the following: (i) after Vale and/or the Vale System entities have made reasonable efforts to recover the Erroneously Awarded Compensation, the direct expenses paid to third parties to assist in obtaining the repayment or return of the Incentive-based Compensation exceed the amount to be recovered, provided that such reasonable efforts shall have been documented; or (ii) recovery of the Erroneously Awarded Compensation would violate Brazilian law in effect prior to November 28, 2022, being necessary, for such purpose, a legal opinion from a Brazilian law firm, in a form acceptable to the NYSE. In any of the above scenarios, Vale shall submit to the NYSE (or any other relevant authority) copy of the documentation evidencing Vale's and/or Vale System entities' reasonable attempts to recover the Erroneously Awarded Compensation or the legal opinion that such recovery would violate Brazilian law, respectively.
“Financial Reporting Measure” means a measure presented in accordance with the accounting principles used in the preparation of Vale’s financial statements and any measure derived in whole or in part therefrom, including Vale’s share price and total shareholder return and any measure derived in whole or in part therefrom, which shall be deemed, for purposes of this Policy, to be financial reporting measures, regardless of whether such measure is presented within Vale’s financial statements or included in a filing with the SEC.
“Executive Committee Member” means, for purposes of this Policy, each one of the members of Vale’s Executive Committee pursuant to Vale’s Bylaws and, if applicable, any other individual considered “Executive Officer” of Vale, pursuant to Section 303A.14 of the NYSE Listed Company Manual.
“NYSE” means the New York Stock Exchange, where securities representing Vale’s shares are traded.
“Recovery Period” means, with respect to any Accounting Restatement, the three fiscal years immediately preceding the Restatement Date.
“Erroneously Awarded Compensation” means the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received if such Incentive-based Compensation had been determined based on the Financial Reporting Measure after the Accountment Restatement, calculated without regard to any taxes paid.
| - 3 of 6 - |
| |
"Clawback Eligible Incentive Compensation" means all Incentive-based Compensation received by the Executive Committee Member in connection with the Accounting Restatement during the Recovery Period.
“Incentive-based Compensation” means any compensation that is granted, earned or vested based in whole or in part upon the attainment of a Financial Reporting Measure during the Recovery Period.
"Received" means the Incentive-based Compensation attributed to the Executive Committee Members in connection with the Financial Reporting Measure during the Recovery Period, even if the payment or grant of such Incentive-based Compensation occurs after the fiscal year during which the Financial Reporting Measure is attained.
"SEC" means the Securities and Exchange Commission, the U.S. securities market regulator.
| 7. | Disclosure and Dissemination of the Policy |
This Policy will be filed and published by the Executive Vice President of Finance and Investor Relations in Vale's official repositories for internal and external audiences, as applicable, as well as all disclosures with respect to this Policy shall be filed in compliance with SEC rules.
| 8. | Periodic Review |
This Policy shall be reviewed within a maximum period of 5 years, or whenever necessary to keep its content updated in relation to the Clawback rules provided for in the applicable legislation.
| 9. | Policy Management |
Without prejudice to the other penalties provided for in the applicable legislation, failure to comply with this Policy will be subject to the terms of the Consequence Management Policy.
| 10. | Final Provisions |
This Policy comes into force on the date of its approval by the Board of Directors, producing effects as of October 2, 2023.
This Policy shall be interpreted and enforced in a manner consistent with applicable law, in particular the NYSE rules.
This Policy does not revoke the clawback clause contained in the “Agreement for the Performance of Executive Functions” (Contrato de Executivo para o Exercício de Funções Estatutárias), which remains subject to the specific rules specified therein; provided that in no event shall the Agreement for the Performance of Executive Functions amend, limit, restrict or exclude any obligation or liability of any Executive Committee Member derived from this Policy.
The reimbursement or return
to Vale of the amount of the Erroneously Awarded Compensation does not exclude Vale's right to adopt any other applicable legal measure.
| - 4 of 6 - |
| |
| 11. | Approvals |
| Area(s) | Description |
|
Executive Vice-Presidency of People |
Draft |
|
Executive Vice-Presidency for Corporate and Institutional Affairs Executive Vice President of Finance and Investor Relations. Audit and Compliance Officer General Secretariat for Corporate Governance |
Review / Recommendation |
| Executive Committee – DDE – 165/2023 | Approval / Submission to the Board of Directors |
| Board of Directors (DCA - 032/2023) with recommendation from the Personnel and Compensation Committee and the Nominating and Governance Committee | Approval |
| - 5 of 6 - |
| |
Appendix 1
ACKNOWLEDGEMENT FORM
By this instrument, I, (Name), (Qualification), resident and domiciled at Avenida/Rua (__), (__), in the City of (__), State of (__), (__), enrolled in the Individual Taxpayers' Roll of the Ministry of Economy (CPF/ME) under No. (___), bearer of the ID No. (__) issued by (__), as Executive Committee member of Vale S.A., a private legal entity, headquartered at Praia de Botafogo, 186, offices (__), in the city and state of Rio de Janeiro, registered in the National Registry of Legal Entities of the Ministry of Economy (CNPJ) under No. 33.592.510/0001-54 ("Vale"):
(i) represent, under penalty of law, that I have received a copy and am fully aware of the contents of the Clawback Policy ("Policy"), and undertake, for as long as I maintain a relationship with Vale and after my dismissal, to comply with the provisions contained therein including, but not limited to, repaying or returning to Vale and/or Vale System entities, as applicable, any Erroneously Awarded Compensation;
(ii) I acknowledge and agree that the Agreement for the Performance of Executive Functions (Contrato de Executivo para o Exercício de Funções Estatutárias) entered into with Vale does not amend, limit, restrict or exclude any obligation or liability derived from the Policy;
(iii) I acknowledge and agree that in no event shall any obligation or liability on my part arising from this Policy be covered by any indemnity agreement I entered with Vale or by Vale's Indemnity Policy or any other normative document from Vale; and
(iv) I hereby agree and authorize Vale and/or the Vale System entities, to the fullest extent permitted by law, to offset any amount eventually payable to me against the amount of the Erroneously Awarded Compensation, if I fail to repay or return Vale and/or the Vale System entities within the established timeframe.
Except for terms defined herein, capitalized terms shall have the meanings ascribed to them in the Policy.
This term may be signed electronically with the use of a certification process made available by the Brazilian Public Key Infrastructure - ICP-Brasil and will produce all its effects with respect to the signatory, according to paragraph 1 of Article 10 of Provisional Measure No. 2,200-2, of 08/24/2001, of which the signatory declares to have full knowledge.
[Place], [date].
______________________________
(Name)
Witnesses:
1. ________________
Name:
ID:
2. _________________
Name
ID:
| - 6 of 6 - |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/19/24 | |||
| For Period end: | 12/31/23 | 6-K | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/21 Vale S.A. 20-F 12/31/20 216:51M Toppan Merrill-FA 9/21/16 BHP Group Ltd. 20-F 6/30/16 12:14M Donnelley … Solutions/FA |