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Board of Directors & Committees

Board of Directors

Our board of directors is responsible for the general guidance of our business and affairs, including providing general guidance, governance and strategic oversight to our executive sand other members of our management team. It is also responsible for ensuring that we meet our objectives, as well as for monitoring our performance and ensuring business continuity.

The members of our board of directors are elected by a resolution of a general meeting of shareholders adopted with a simple majority of the votes validly cast, regardless of the portion of capital represented at such general meeting. Our directors are appointed for two-year terms and may be reelected. Members of our board of directors may be removed at any time, with or without cause, by a resolution adopted at a general meeting of our shareholders.



Internal rules

Jaime Ardila Chairman of the Board of Directors
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Daniella Dimitrov Member of the Board of Directors
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Edward Ruiz Member of the Board of Directors
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Flavio Aidar Member of the Board of Directors
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Gianfranco Castagnola Member of the Board of Directors
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Hilmar Rode Member of the Board of Directors
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Jane Sadowsky Member of the Board of Directors
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Luís Ermírio de Moraes Member of the Board of Directors
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Paulo Macedo Member of the Board of Directors
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Jaime Ardila Close
Chairman of the Board of Directors

Mr. Ardila has been a member of our Board of directors since June 2019 and has been Chair of the Board since July 30, 2020. Mr. Ardila founded The Hawksbill Group in 2016, which provides business advisory services, including strategy, operations, public relations, communications and investment advice. Prior to that, he held several positions at General Motors Company in the U.S., Europe and South America in a career spanning 30 years. He also worked at the Planning Department and the Ministry of Industry and Trade for the government of Colombia from 1981 to 1984 and the investment bank Rothschild from 1996 to 1998. At General Motors, Mr. Ardila served CFO of General Motors Chile; President and Managing Director of General Motors Ecuador; President of General Motors Colombia; President of General Motors Argentina; CFO for Latin America, Africa and the Middle East; President for Brazil and Mercosur; and President of General Motors South America from 2010-2016. He is currently a member of the board of directors of Accenture and Chairman of Goldman Sachs, BDC. Mr. Ardila earned his master’s degree in Economics at the London School of Economics in 1981 and his bachelor’s degree in Economics at the University of Bogota in 1977.

Daniella Dimitrov Close
Member of the Board of Directors

Ms. Dimitrov has been a member of our Board of directors since January 2018. Ms. Dimitrov has over 25 years of leadership experience in building, leading and operating businesses in mining and financial services, including as CEO, COO and CFO. Ms. Dimitrov is currently the CFO of Calibre Mining Corp. Her previous roles include President and CEO, Interim CEO, CFO of multi mine gold/copper miners, partner at a merchant bank with a focus on natural resources, Executive Vice Chair of an iron ore developer through its acquisition following a hostile takeover bid, COO of a Canadian national wealth management and capital markets firm, and various corporate development roles in mining and financial services. Ms. Dimitrov has also been a director of various companies in the mining, oil, gas and chemicals industries and has served as a member and chair of various board committees, including audit, technical, health and safety, compensation and governance. Ms. Dimitrov is currently also a director of Chemtrade Logistics Income Fund. Ms. Dimitrov has received the NACD Directorship Certification and the ESG Global Competent Boards Designation and is a candidate for the Cyber Risk Oversight Certificate from the CERT Division of the Software Engineering Institute at Carnegie Mellon University. She has a Global EMBA from Kellogg School of Management and Schulich School of Business and a law degree. She was chosen as one of the top 100 Global Inspirational Women in Mining in 2016.

Edward Ruiz Close
Member of the Board of Directors

Mr. Ruiz has been a member of our Board of directors since January 2018. Mr. Ruiz brings over 51 years of experience in public and private accounting. Mr. Ruiz currently serves on the audit committee of several publicly traded companies in Brazil, including Iochpe-Maxion SA and Arezzo & Co. He is a Certified Public Accountant since 1972 and has been responsible for audits of companies in the mining and energy sectors in Brazil and the United States. Mr. Ruiz retired from Deloitte in 2012, where he was employed since 1997 and most recently served as an audit partner and member of Deloitte’s IFRS Accounting Standards specialist group. As head of the Capital Markets group for Deloitte, Mr. Ruiz advised companies on financial and regulatory reporting matters related to initial public offerings and secondary offerings in the Brazilian, United States and European capital markets. Prior to Deloitte, he held executive positions in internal audit at JP Morgan and PepsiCo in the United States. He started his career in public accounting with Arthur Young in 1971. Mr. Ruiz obtained his bachelor’s degree from Pace University, New York City in 1971.

Flavio Aidar Close
Member of the Board of Directors

Mr. Aidar has been a member of our Board of directors since October 2024. He holds a degree in Business Administration from Fundação Getúlio Vargas and brings over 7 years of experience in the industrial, infrastructure, and mining sectors, along with extensive board experience in various countries and financial markets. He is currently a Managing Director of Votorantim S.A. and previously served as CEO of InterCement, a leading global cement company with a presence in Latin America, Europe, and Africa. His previous board roles include: Director of CCR S.A. (B3: CCRO3), Chairman of Loma Negra (NYSE: LOMA), Chairman of lnterCement Brasil S.A., and Chairman of Brazil’s Cement Industry Associations (SNIC and ABCP). Before holding these positions, Mr. Aidar was a Managing Director in the Investment Banking Division of Goldman Sachs and a member of its management committee in Brazil.

Gianfranco Castagnola Close
Member of the Board of Directors

Mr. Castagnola has been a member of our Board of directors since June 2020. Mr. Castagnola is partner and CEO of Apoyo Consultoría, a leading firm specialized in economic, business and financial advisory services in Peru. He also serves as chairman of the board of directors of its subsidiary, AC Capitales SAFI, one of the largest Peruvian investment fund managers. He has been a member of the board of directors of the Peruvian Central Bank from 1996 to 2001 and was president of the Universidad del Pacífico board of trustees. He is chairman of the board of directors of Scotiabank Peru S.A., and member of the board of directors of Saga Falabella, the Austral Group and IKSA. Mr. Castagnola’s previous roles include serving as member of the board of directors of Nexa Peru, Nexa Resources Atacocha S.A.A., Lima Airport Partners, Quimica Suiza, Cementos Pacasmayo, Camposol Holding and Redesur. Mr. Castagnola earned his master’s degree in public policy from Harvard University and his bachelor’s degree in Economics from the Universidad del Pacífico.

Hilmar Rode Close
Member of the Board of Directors

Mr. Rode has been a member of our Board of directors since June 2023. Mr. Rode has over 30 years of experience in the global mining, materials, chemicals, and industrial gases industries. He began his career in process development and research engineering before joining Anglo American, where he worked for 12 years in leadership positions in its industrial diamonds, base metals and paper divisions in South Africa, United Kingdom and Austria. He joined Glencore in 2007 as CEO of its zinc division in Bolivia, returning in 2019 to the copper division to work on operational strategy, technical services, projects and capital management. Between 2015 and 2019, Mr. Rode was president of BHP’s Minera Escondida Ltda. in Chile and then Chief Executive Officer of zinc producer Nyrstar. Since September 2020, Mr. Rode joined Sibelco as group CEO. Mr. Rode holds a bachelor’s degree in Chemical Engineering from the University of Stellenbosch, South Africa, a Master’s in Environmental Engineering and a Doctorate in Chemical Engineering from State University, Buffalo, New York, and a Certificate in the Advanced Management Program from Harvard Business School.

Jane Sadowsky Close
Member of the Board of Directors

Ms. Sadowsky has been a member of our Board of directors since January 2018. Ms. Sadowsky has a broad and diverse range of finance and deal-related expertise and also has sector expertise in power and utilities and the related fields of commodities, renewables, power technology, infrastructure, and energy. She has a depth of knowledge and experience in mergers and acquisitions, public and private debt and equity, corporate restructurings and cross border transactions. Ms. Sadowsky retired from Evercore Partners, after more than 22 years as an investment banker. Prior to Evercore Partners, she worked in Citigroup’s Investment Bank and began her investment-banking career at Donaldson, Lufkin & Jenrette. Currently, Ms. Sadowsky serves on the board, the audit and the compensation committees of Allied Gold, Inc. (former Yamana Gold), and chairs Allied Gold’s nomination and governance committee. She also serves as a senior advisor with responsibility for diversity and inclusion at Moelis &. Company, a U.S. publicly traded company. Ms. Sadowsky also serves on the board and Remuneration Committee of Scientific Games, a PE-backed company based in the US and the NY Chapter of NACD. Ms. Sadowsky earned her MBA from the Wharton School in 1989 and her bachelor’s degree in Political Science and International Relations from the University of Pennsylvania in 1983. Ms. Sadowsky has received the NACD Directorship Certification. She is a National Association of Corporate Directors Governance fellow and a frequent speaker at board governance conferences throughout the United States.

Luís Ermírio de Moraes Close
Member of the Board of Directors

Mr. Moraes has been a member of our Board of directors since 2016, and was the Chair of the Board until July 30, 2020. He was a member and the Chairman of the board of directors of Nexa Brazil until 2018. Mr. Moraes has over 35 years of experience working in mining and metallurgical operations. He is a member of the board of directors of VSA, which is the Portfolio Manager Board of the Votorantim Group. Mr. Moraes is Chairman of the board of directors of CBA, the largest integrated aluminum producer in Brazil. He is a board member of Hejoassu, which is the ownership board of Votorantim. Mr. Moraes previous roles include director of VSA since 2000. Mr. Moraes also worked as an engineer in various processes in the areas of alumina refinery, smelter and aluminum smelting, pyrometallurgical and hydrometallurgical mineral processing of nickel laterites, developing novel projects for the separation and refining of cobalt. In the early 2000s, Mr. Moraes was the shareholder responsible for the creation and development of a new Votorantim business area with investments in IT and biotechnology. Mr. Moraes received a bachelor’s degree in mineral and chemistry engineering from the Colorado School of Mines, in the state of Colorado, United States, in 1982.

Paulo Macedo Close
Member of the Board of Directors

Mr. Macedo has been a member of our Board of directors since June 2024. He is a co-founder and partner of 4×4 Capital, a New York based private equity firm focused on investing in the consumer, industrial and services sectors. Mr. Macedo led the acquisition of 1440 Foods (the former sports and active nutrition division of The Bountiful Company) from KKR and The Carlyle Group in 2021 and served as its Chief Financial Officer until the sale of the company to Bain Capital Private Equity in 2023. Mr. Macedo currently serves as Board Observer of 1440 Foods and as board member of Hejoassu Administração, the ownership board of Grupo Votorantim. Prior to that Mr. Macedo served on the Board of Citrosuco from 2020 to 2021. Mr. Macedo started his career as an investment banker at Merrill Lynch International in London, working in several M&A and capital market transactions for large European industrial and mining companies and also worked at CVC Capital Partners in its Private Equity team in Sao Paulo, Brazil. Mr. Macedo earned his MBA from Stanford University and received his M.S. and B.S. in engineering from École Nationale des Ponts et Chaussées and Escola Politécnica-USP, where he was a CAPES Foundation scholar.

Audit Committee

Monitors the integrity of the financial statements and the internal control systems, identifying and managing risk, setting ethics and conduct standards and procedures.

Charter

Charter

Edward Ruiz Chair
Daniella Dimitrov Member
Jane Sadowsky Member
Finance Committee

Understands market scenarios and trends, outlines financial policies and strategies, evaluate and monitors the annual investment plans, proposes guidelines for managing cash flow and the company’s liquidity.

Charter

Charter

Gianfranco Castagnola Chair
Edward Ruiz Member
Flavio Aidar Member
Paulo Macedo Member
Compensation, Nominating and Governance Committee

Evaluates compensation models, recommends candidates for CEO and Board member positions, evaluates the structure and composition of the Committees, as well as the performance of the Board of Directors, Committees and the CEO, supervises and approves the Company’s social responsibility plans and policies, and develops guidelines and principles for corporate governance.

Charter

Charter

Jaime Ardila Chair
Jane Sadowsky Member
Luís Ermírio de Moraes Member
Paulo Macedo Member
Sustainability and Capital Projects Committee

Assists and advises the Company’s Board of Directors in supporting safe and sustainable business practices in the conduct of the Company’s activities, as well as in reviewing of technical, economic and social matters with respect to the company’s projects.

Charter

Charter

Daniella Dimitrov Chair
Hilmar Rode Member
Jaime Ardila Member
Luís Ermírio de Moraes Member