Previ reiterated this Tuesday (23), in a note, its decision to ask Vale’s board of directors () to convene a meeting to deliberate on the dismissal of the president of the board and the election of a new member, after the board decided to recommend to shareholders the rejection of the changes.
The meeting to vote on the topic is scheduled for July 22nd.
According to Previ, the initiative is aligned with its role as an institutional investor, committed to monitoring and inducing best practices for solid, independent and interference-free governance, in line with the diffuse capital company model, or corporation.
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The pension fund expressed support for Manuel Lino Silva de Souza Oliveira, known as Ollie, who is already a member of the board, to assume the presidency of the CA. According to the entity, the movement “is based not only on its recognized technical, independent profile and extensive international experience, but also on the fact that it already holds the position of lead independent director (LID)”.
Previ also stated that Ollie is accredited to conduct “with legitimacy and consistency the process of renewing the board of directors planned for the next cycles, including the horizon of 2027”.
The fund also said it does not intend to appoint a board president in 2027 and that it will support independent candidates at next year’s AGM.
Previ also added that the appointment of José Maurício Pereira Coelho to replace Daniel Stieler, current chairman of the board, “is a technical, relevant appointment that is receptive to the market”.
“The eventual replacement is part of a natural process of renewal and in the context of evolving market demands for greater independence and institutional robustness,” Previ said in a statement.
Board rejection
The board’s decision to recommend to shareholders the rejection of Previ’s request occurred by majority, in a meeting held last Friday, chaired by Stieler, when the members met to decide on the call for the EGM, approved unanimously.
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According to minutes published this Tuesday, advisors Fernando Buso, appointed by Bradespar, and Shunji Komai, from Mitsui & Co., in addition to Ollie, abstained from voting on whether or not to support Stieler’s dismissal, while the advisor appointed by Previ, Marcio Chiumento, voted in favor.
The other members, including Stieler himself, decided to recommend the rejection of Previ’s request.
The vote was suggested after the presentation to the board of information on the evolution of the company’s governance and the work of the board, with indicators and achievements carried out, according to the minutes, which also mentioned perceptions of “strangeness and untimeliness” of the letter presented by the shareholder.
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Stieler added at the meeting that he held a recent roadshow with Brazilian and foreign investors, together with other advisors, and that there was recognition of the evolution of the company’s governance, transparency, appreciation of direct contact with the board, stability, strategic focus, cultural evolution and financial strength, in addition to cooperation between the board and management, among other points of positive feedback.
Regarding the appointment of José Maurício Pereira Coelho, the board recognized that he has characteristics that would qualify him to occupy the position, but decided not to comment, since he had not yet been evaluated in Vale’s formal nomination process.
At the meeting, the board also approved the appointment of Ieda Gomes Yell to the position of advisor, as she was evaluated and selected within the scope of the appointment process conducted for the current term of office.
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The minutes of the meeting also indicate that Ollie confirmed his candidacy for president of the council, while Marcelo Gasparino stated that he was interested in also running for the position.
