Corporate governance structure

GRI 102-18, 102-22

The governance structure of MRS comprises the Board of Directors and the Statutory Executive Office, which is supported by non-statutory officers. Although there are no statutory committees, MRS has financial, strategic, and sustainability committees, focused in assisting the Board of Directors in the resolutions related to these areas. As provided for in the bylaws, the company has an internal audit body (General Internal Audit and Risk Management), which reports directly to the Chairman of the Board of Directors. The company has no Audit Committee in place.

*Non-statutory bodies
**Statutory Board, with a mandate exercised by the Chief Executive Officer

Pursuant to the Shareholders’ Agreement, MRS shareholders elect the members of the Board of Directors. This is the highest governance body, responsible, among other duties, for the strategic direction of the company, the decision on more significant investments, and the health and longevity of the organization, therefore performing the duties related to economic, environmental and social aspects. The Board of Directors also appoints the Company’s CEO and Executive Officers.

The members of the Board of Directors are defined in a joint vote by the shareholders and, in the current term, they must ensure that the composition is as follows: 

  • 3 members to be appointed by CSN;
  • 3 members to be appointed by MBR;
  • 2 members to be appointed by Usiminas Participações;
  • 2 members to be appointed by VALE;
  • 1 member to be appointed by GERDAU;
  • 1 member to be appointed by the holders of class B preferred shares, pursuant to the Bylaws;
  • 1 representative of employees.

Pursuant to the MRS Bylaws, the Board of Directors will be composed of up to 17 members, with a 2-year term, which begins with the investiture by means of an instrument drawn up in the appropriate book and always ends simultaneously, even if one of the members has been elected after the others, remaining in the exercise of their positions until the investiture of the new elected. Reelection is permitted. In 2020, at the Extraordinary Shareholders’ Meeting, the election of Viktor Nigri Moszkowicz to the position of chairman of the Board of Directors was approved, replacing director Claudio de Oliveira Alves.

Management Board 
CompositionUp to 17 members
Term of office2 years
Meetings held in 202010
Percentage of attendance84%
Total independent members in 20200
AgeMinimum: 42
Average: 56
Maximum: 69
Division by gender22% women
78% men
MemberPosition
Age
Gender
External
Independent
Election1st term
Viktor Nigri MoszkowiczPresident
42
M
Y
N
11/27/202011/27/2020
Alejandro Daniel LaiñoBoard Member
64
M
Y
N
04/25/201903/08/2013
Marcelo Leite BarrosBoard Member
53
M
Y
N
09/12/201909/12/2019
Carlos Hector RezzonicoBoard Member
69
M
Y
N
04/25/201909/17/2018
Elder RapachiBoard Member
51
M
Y
N
04/25/201907/24/2017
Enéas Garcia DinizBoard Member
61
M
Y
N
04/25/201907/24/2017
Fatima Aparecida C. R. AleixoBoard Member
58
W
N
N
04/25/201904/25/2019
Luis Fernando B. MartinezBoard Member
57
M
Y
N
04/25/201911/06/2014
Sônia ZanguryBoard Member
53
W
Y
N
04/25/201904/24/2017

On 04/29/2021, an election was held for a new term of office of the Board of Directors, comprising 10 members, with nine representatives of the shareholders and one representative of employees, being nine men and a woman. Mr. Luis Fernando Barbosa Martinez was elected to the position of Chairman of the Board of Directors. The representatives of the Board of Directors will have seats on the following Committees:

RepresentativeCommittee(s)Shareholders
Alejandro Daniel LeiñoStrategic Committee MemberUsiminas
Luis Fernando B. MartinezStrategic Committee and Sustainability Committee MemberCSN
Marcelo Cunha RibeiroStrategic Committee MemberCSN
Sônia ZanguryStrategic Committee MemberVale
Viktor Nigri MoszkowiczStrategic Committee and Sustainability Committee MemberVale
Wendel Gomes da SilvaStrategic Committee MemberGerdau

Learn more on the profile of each member of the Board of Directors, accessing MRS IR website.

The Financial Committee reviews and establishes the policies to manage financial risks, with the main goal of reducing the financial or economic impacts which may harm the company’s results. One of the duties of this Committee is to prepare and review the Financial Risk Management Policy, which is submitted annually to the Board of Directors for approval.

Financial Committee 
CompositionCommittee Coordinator – Member of the Board appointed by the Board of
Directors; Finance, Development & Investor Relations Officer; General Finance Manager; General Controlling Manager; General Economic Management Manager
Term of office04/25/2021
Meetings held in 202011
Percentage of attendance90%
Total members in 20205
Independent Members in 20200
AgeMinimum: 34
Average: 45
Maximum: 53
Division by gender75% women
25% men
MemberPositionAge
Gender
External
Independent
Election
1st term
Thiago de Oliveira LimaGeneral Manager of Economic Management40
M
No
No
09/14/201809/14/2018
Fabrícia Gomes de SouzaFinance Director49
W
No
No
11/06/201912/13/2013
Douglas da Silva CoutinhoGeneral Manager for Finance34
M
No
No
03/21/201811/27/2015
Silvana Conceição Oliveira dos SantosGeneral Controlling Manager51
W
No
No
03/21/201805/02/2011
Sônia ZaguryMember of the Board of Directors53
W
No
No
04/25/201904/24/2017

Responsible for reviewing strategic issues for the company, the Committee meets throughout the year, following a predefined schedule, to review the issues that affect the company’s direction in the medium and long term.  The issues are taken to the RPA (Prior Shareholders’ Meeting) for consideration, with the shareholders recommending a decision.  The Strategic Committee does not have its own internal regulations.

Strategic Committee 
Composition4 members of the Board
Term of office04/25/2021
Meetings held in 20208
Percentage of attendance100%
Total members in 20204
Independent Members in 20200
AgeMinimum: 42
Average: 54
Maximum: 64
Division by gender100% men
MemberPosition
Age
Gender
External
Independent
Election
1st term
Alejandro Daniel LainoMember of the Board of Directors
64
M
Yes
No
04/24/201703/08/2013
Elder RapachiMember of the Board of Directors
51
M
Yes
No
04/24/201704/24/2017
Luis Fernando B. MartinezMember of the Board of Directors
57
M
Yes
No
04/25/201711/06/2014
Viktor Nigri MoszkowiczMember of the Board of Directors
42
M
Yes
No
11/27/202011/27/2020
GRI 102-20

MRS Sustainability Committee is not statutory and does not have its own internal regulations. It comprises the Chairman of the Board, who works together with members of the Company’s General Internal Audit and Risk Management and executives in temporary teams formed according to specific needs. The Sustainability Committee also addresses other relevant matters on the topic, including:

  • Monitoring and approval of the Internal Audit;
  • Establishment and enforcement of compliance with the rules and guidelines for the Company’s institutional relationship, avoiding losses of value due to the disclosure of improper information;
  • Monitoring, assessment, and approval of the Company’s environmental and operational risk management.
Sustainability Committee 
Composition2
Term of office04/25/2021
Meetings held in 20204
Percentage of attendance100%
Total members in 20202
Independent Members in 20200
AgeMinimum: 42
Average: 50
Maximum: 57
Division by gender100% men
MemberPositionAgeGenderExternalIndependentElection1st term
Luis Fernando B. MartinezMember of the Board of Directors
57
M
Yes
No
04/25/201704/25/2017
Viktor Nigri MoszkowiczPresident Of the Board of Directors
42
M
Yes
No
11/27/202011/27/2020

The Executive Board is responsible for ensuring the permanent management of the corporate business and executing the resolutions of the Board of Directors.  The Internal Regulations of the Executive Board was approved in 2020 by the Board of Directors. In addition, the Executive Board must adhere to the limits established in the bylaws and established by resolution of the Board of Directors.

Top Management 
CompositionMinimum 4 and maximum 10 members
Term of office11/06/2021
Meetings held in 202024
Percentage of attendance90%
Total members in 20204 statutory
3 non-statutory
AgeMinimum: 41
Average: 48
Maximum: 62
Division by gender86% men
14% women
MemberPosition
Age
GenderConsecutive terms
Guilherme Segalla de MeloChief Executive Officer
46
M
5
Félix Lopez CidHuman Resources Director
62
M
4
Alexandre Claro FleischhauerDirector of Engineering and Maintenance in the Company
55
M
5
Fabrícia Gomes de SouzaDirector of Finance and Development and Investor Relations
49
W
4
Daniel Dias OlívioOperations Director*
41
M
4
Henrique Rocha MartinsCommercial Director*
41
M
4
Luiz Gustavo Bambini de Assis Director of Institutional Relations*
43
M
4

*Non-statutory director.
Learn more on the profile of each member of the Executive Board, accessing MRS IR website.

AThe mission of the Internal Audit practice is to enhance and protect organizational value by providing risk-based assessments, advice, and knowledge. The internal audit activity helps MRS to achieve its goals by applying a systematic and disciplined approach to assess and improve the effectiveness of governance, risk management and control processes, and also is certificated by pelo Institute of Internal Auditors (IIA), with QA (Quality Assurance) attested, since 2013. The area is also responsible for preparing, together with the MRS areas, the Annual Corporate Risk Audit Plan, carrying out tests and providing an independent assessment regarding the effectiveness of Risk and Control management, as well as managing the Organizational Approval Guidelines.

The General Legal Management is responsible for providing legal assistance in defense of MRS interests and its main activities consist of, among others, providing legal advice to all areas of the Company, including the Board of Directors and area managements, in negotiations with third parties, in addition to providing advice on legal provisions, identifying any legal risks, pointing out the impacts for MRS and alternatives to mitigate them, where applicable.


Practices and policies

Seeking to expand good sustainability practices, in 2020 MRS structured a Governance Working Group, comprising a multidisciplinary internal group and representatives of the shareholders’ technical teams, to review practices in line with the recommendations of the Brazilian Corporate Governance Code (CBGC).

Different areas of the Company were involved, including Legal, Controllership, Strategic Planning, Supplies and Commercial. The improvements and reviews were validated by the Executive Board and the Board of Directors. Under the new standards, adherence to CBGC practices rose from 26% to 46%. Documentation is available on MRS IR website.

Among the practices reviewed is the publication of the Policy for Related Party Transactions. Control and diligence in transactions with related parties is a sensitive issue at MRS due to the Company’s shareholding structure (shareholders who are relevant customers).  Although a management procedure is alaredy in place to address this process, the disclosure of the Policy provides higher transparency and visibility to the external audience. Learn more in Corporate Governance.

In addition, the following documents were prepared by the Company and approved by the Board of Directors aimed at improving corporate governance:

(i) Internal Regulations of the Executive Board
(ii) Policy for Allocation of Earnings
(iii) Securities Trading Policy
(iv) Risk Management Policy
(v) Sustainability Report
(vi) Policy for Contracting Additional Audit Services
(vii) Manual for Attendance in Shareholders’ Meetings
(viii) Integration Program for the members of the Board of Directors
(ix) Sponsorship, Partnership and Donation Policy
(x) Policy for Related Party Transactions

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Complements of GRI indicators