Vale pledges to quickly replace outgoing board members

Credit: Vale SA

Brazilian miner Vale on Tuesday pledged to “proceed swiftly” to replace two independent board members who have resigned in the last few months, one citing allegations of political influence in the CEO succession plan.

The departure of Vera Marie Inkster on Monday, which followed the resignation of Jose Penido in March, left Vale’s board with six independent members, below the seven required by the firm’s bylaws.

It was not immediately clear if failure to meet the bylaw requirement could prevent the board to function normally.

The new members to be appointed will serve until the next extraordinary shareholder meeting, which will be convened later, Vale said in a securities filing. They will be selected with assistance from consultancy firm Korn Ferry.

Without Penido and Marie Inkster, Vale’s board now has 11 members.

Their resignations came at an important time for the mining giant, as the board plans the succession process for the company’s chief executive, Eduardo Bartolomeo, whose term ends later this year.

Inkster left after disagreements within the board in a meeting on Friday, during which the members were presented with conclusions of an independent investigation into procedures taken during the ongoing succession plan, according to a source.

On Friday, Vale had announced in a securities filing that law firm TozziniFreire had concluded Vale’s governance process regarding Bartolomeo’s succession did comply with the firm’s bylaws.

Upon leaving the company, board member Penido sent a letter to Vale’s chairman harshly criticizing the succession process, citing allegations of political influence in decisions, according to the document seen by Reuters.

Vale did not provide the reasons for Inkster’s departure when it announced her resignation on Monday.

(By Marta Nogueira; Editing by Chizu Nomiyama and David Gregorio)


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