On Monday (7) Vale convened the shareholders for the Extraordinary General Meeting on December 21, at 11 am, exclusively digitally. The reform and consolidation of the bylaws will be on the agenda.
Among other adjustments, the reform eliminates the prerogative of the CEO to decide individually on matters of collegiate competence. And the Board of Directors no longer has the right to appoint substitute directors in the event of temporary absence.
On the other hand, the reform brings new prerogatives. Directors who were unable to attend meetings will be considered present if they send their vote in writing.
The review includes the possibility of electronic deliberation as one of the means of bringing together the Board of Directors and the Executive Board. The rule will also allow these collegiate meetings to be held in a mixed way.
The formalization of already adopted practices is also foreseen, such as the authority to approve corporate and administrative policies by the Board of Directors and the Executive Board. Another formalization is the competence, already exercised by the Board, of evaluating the external auditors and those responsible for the corporate governance secretariat and the Audit and Compliance Department.
A wording adjustment ensures the acquisition and disposal of equity interests and the delegation of powers from the Board of Directors to the executive board over corporate operations. It also provides for the creation of competence in the executive board to deliberate on these operations.
The text also provides for the alignment of the powers of the Board of Directors and the executive board to approve the contracting of loans and financing, observing the criterion of consolidated indebtedness limit. Another prerogative is the inclusion of the Board of Directors’ competence to resolve on subscription bonuses, within the authorized capital.
Standing Advisory Committees should be reduced from 7 to 5.
The reform will also accommodate the cancellation of 220,150,800 common shares approved by the Board of Directors on July 28.
Source: CNN Brasil
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