Glass Lewis hosted a Proxy Talk conference call with the nominees for a contested election at the annual meeting of Vale S.A., which is to be held on 20 April.

GL-Blog-Images-07The meeting comes at an important time for Vale as it recovers from the fallout of a deadly dam disaster and plans a capital restructuring that would allow it to list on the Novo Mercado, the premium corporate governance listing segment on the BM&F Bovespa Exchange. Thanks to recent improvements to shareholder rights and proxy voting in Brazil (covered in our Proxy Season Preview), shareholders were able to nominate candidates representing minority and preferred shareholders to the board for the first time in an election that is open and transparent to shareholders voting by proxy. This has created an unprecedented scenario in which four shareholder-proposed nominees, nominated well before the meeting, must compete for only two available board seats allocated to preferred and minority shareholders.

In the first segment, listen as the candidates and the funds that nominated them make their case for electing them to the board. In the second segment, Mauro Rodrigues da Cunha gives his take on why shareholders should be paying close attention to Vale right now and perhaps to governance reform in Brazil more generally.

You can download or listen to the audio here.


* Bruno Bastit, candidate for minority shareholders nominated by Geração Futuro L Par FIA, VIC DTVM and Victor Adler.

* Marcelo Gasparino da Silva, candidate for preferred shareholders nominated by Geração Futuro L Par FIA, VIC DTVM and Victor Adler.

* Carlos Taveiros, representing Geração Futuro L Par FIA

* Isabella Saboya, candidate for minority shareholders nominated by Aberdeen Asset Management

* Sandra Guerra, candidate for minority shareholders nominated by Aberdeen Asset Management

* Peter Taylor, representing Aberdeen Asset Management

* Mauro Rodrigues da Cunha, CEO of Amec

* Andrew Gebelin (moderator), Senior Director of European and Latin American Research at Glass Lewis


Total run time: 99 minutes, 25 seconds

Chapter 1

  • The candidates introduce themselves (2:16)
  • They each state their case (6:22)
    • Bruno Bastit (6:59)
    • Marcelo Gasparino da Silva (12:03)
    • Sandra Guerra (16:33)
    • Isabella Saboya (22:29)
  • Peter Taylor explains why Aberdeen nominated Sandra and Isabella (25:53)
  • But, are they independent? And what other commitments do they have? (28:19)
  • Where to find more information on the candidates (35:46)
  • On coordinating with other shareholders (37:39)
  • The dam collapsed…what can Vale do to manage risk now? (41:27)
    • Sandra Guerra (42:10)
    • Isabella Saboya (45:03)
    • Bruno Bastit (45:57)
    • Marcelo Gasparino da Silva (49:49)
  • Looking to the future: a Novo Mercado listing (53:08)
  • I know who to vote for, but how do I vote in Brazil? (1:05:50)
    • Vote Bulletin – 45 day deadline (1:06:54)
    • High quorum for minority shareholder vote (1:08:50)

Chapter 2

  • Mauro introduces himself and Amec (1:19:01)
  • What does Amec think of the candidates? (1:20:17)
  • Mauro explains why things are getting better for institutional investors in Brazil (1:21:27)
  • Making sure your votes count (1:28:30)
  • And, Mauro explains why you should be paying attention to Vale (1:32:07)


For general inquiries about this Proxy Talk, please email

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