By Brazil Stock Guide – Marcelo Gasparino da Silva has resigned as a director and vice chair of Vale’s board (NYSE: VALE; B3: VALE3), five days after the miner decided to ask shareholders to remove him over the leak of confidential information.
The resignation will take effect on Aug. 1, Vale said in a statement on Monday. The company did not disclose the reasons provided by Gasparino or say whether it would proceed with the shareholder meeting that had been planned to vote on his removal.
In practice, his voluntary departure renders the removal process moot and brings one of the most unusual governance disputes in Vale’s recent history to an end.
Gasparino began July 22 as a candidate to lead the board and ended the day facing an effort to remove him from it. He received 30.4% of the votes in the election, compared with 56.4% for Manuel Lino Silva de Sousa Oliveira, widely known as Ollie.
Hours after the shareholder meeting, Vale said an external investigation had concluded that Gasparino was responsible for leaking confidential information related to a June 19 board meeting.
The company also removed him from its Nomination and Governance Committee and its People and Compensation Committee pending a shareholder decision on whether he should remain on the board.
Vale did not officially disclose the content of the leaked material. Reports published during the leadership contest, however, revealed a dinner and a subsequent visit by Ollie, then-board chair Daniel Stieler and other Vale representatives to the Central-Western System, an iron ore complex controlled by J&F, the holding company owned by brothers Joesley and Wesley Batista.
After visiting the operations, Ollie reportedly sent an internal message praising the Batista brothers’ execution capabilities and appetite for risk. He also reportedly suggested that Vale consider a partnership or joint venture involving the assets.
Disclosure of the information raised questions about Ollie’s relationship with J&F just as he was competing against Gasparino for the board’s top position.
There is no indication, however, that the Batista brothers were seeking to acquire a stake in Vale. The potential transaction under consideration would instead have involved Vale taking an interest in J&F-controlled LHG Mining or its iron ore operations in Corumbá, in Mato Grosso do Sul state.
Vale confirmed that it had assessed a potential transaction involving the Central-Western System but said the investment was rejected following technical, economic and financial reviews. J&F said LHG was not for sale, although it had hired Citi to seek a minority investor.
According to Vale, the investigation found that the disclosure represented a breach of the company’s internal conduct and confidentiality rules. The board followed recommendations from its Audit and Risk Committee and its Audit and Compliance Department when it decided to pursue Gasparino’s removal.
The finding was particularly significant given Gasparino’s professional background. A lawyer and one of Brazil’s best-known professional directors, he built his career around board independence, corporate governance and the protection of minority shareholders.
Gasparino had served as a full Vale director since 2020 and as vice chair since 2023. He also sits on the boards of Petrobras and Metalfrio and serves on audit and compensation committees at Banco do Brasil.
Vale said its board, supported by the Nomination and Governance Committee, will assess the measures required following the resignation. The company has not said who will become vice chair or how it intends to fill the vacant board seat.
Shortly after Vale announced the resignation, Gasparino posted a message about ethics and compliance on LinkedIn without directly mentioning the company or addressing the leak finding: “Herons have the ability to walk through murky waters without ever compromising the whiteness of their feathers.” He attributed the quotation to former Brazilian Supreme Court Chief Justice Carlos Ayres Britto.
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