United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant To Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
December 2002
Valley of the Doce River Company
(Translation of Registrant's name into English)
Avenida Graca Aranha, No. 26
20005-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.)
(Check One) Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b). 82- .)
[COMPANHIA VALE DO RIO DOCE LOGO]
MINUTES FROM THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF COMPANHIA VALE DO
RIO DOCE, HELD ON THE TWENTY SEVENTH OF DECEMBER TWO THOUSAND AND TWO.
PUBLICLY-HELD COMPANY
CNPJ (Federal Tax Payers No.) 33.592.510/0001-54
NIRE 33.300.019.766
01 - PLACE, DATE AND TIME:
At the Corporation's head office, on Avenida Graca Aranha, 26, 19(0)
floor, Rio de Janeiro on December 27th 2002 at 10am.
02 - BOARD:
Chairman: Mr. Luiz Tarquinio Sardinha Ferro
Secretary:Mr. Francisco Rohan de Lima
03 - ATTENDANCE AND QUORUM:
The shareholders representing control of the voting capital were
present, as recorded in the Shareholders Attendance Register, setting
the quorum for the deliberations contained in the Order of the Day. A
current member of the Audit Committee, Mr Marcos Fabio Coutinho, was
also present, under the terms of article 164 of Law 6,404/76.
04 - ORDER OF THE DAY:
a) The Valepontocom S/A consolidation protocol and justification, under
the terms of articles 224 and 225 of Law 6,404/76;
b) The consolidation of Valepontocom S/A, without issue of new shares,
for the book value of the balance sheet as of November 30th 2002, and
the subsequent discharge of the respective Evaluation Report.
05 - DOCUMENT READING:
The Valepontocom S/A consolidation protocol and justification were
read, as was the Board of Directors' Report, with the aforementioned
documents being authenticated by the Board and filed at the Company
head Office.
06 - DECISIONS APPROVED UNANIMOUSLY BY THE VOTERS:
6.1 - the drawing up of the present minutes in a summarized form to
be published with the omission of the signatures of the present
Shareholders, under the terms of Article 130, paragraphs 1 and 2 of
Law 6,404/76;
6.2 - the Valepontocom S/A consolidation Protocol and Justification
documents, with a transfer of its assets to the corporation;
6.3 - doing away with the naming of experts and the subsequent
formulation of the Evaluation Report, bearing in mind that: (i) the
equity of the corporation to be incorporated has been evaluated by
its book value, based on Valepontocom S/A's balance sheet at the
close of November 11th 2002; and (ii) Valepontocom S/A is a
wholly-owned subsidiary of CVRD, not leading to a capital increase of
CVRD; and
6.4 - the consolidation of Valepontocom S/A into CVRD for the book
value of the balance sheet calculated on November 11th 2002, without
leading to a new share issue or CVRD capital increase. With the
consolidation of Valepontocom S/A, CVRD shall unconditionally assume
all the assets, rights and obligations of Valepontocom, be they legal
or conventional, under the terms of the legislation in force.
07 - CLOSING:
With nothing else needing to be addressed, the provisions herein have
been suspended during the drawing up of these minutes. The provisions
herein have now been reinitiated and these minutes have been read,
found to be in order and signed by the Secretary, by the Chairman of
the Table and by all the shareholders present.
I certify that the present is a true copy of the minutes drawn up.
Francisco Rohan de Lima
Secretary
[COMPANHIA VALE DO RIO DOCE LOGO]
MINUTES FROM THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF COMPANHIA VALE DO
RIO DOCE, HELD ON THE TWENTY SEVENTH OF DECEMBER, TWO THOUSAND AND TWO.
PUBLICLY-HELD COMPANY
CNPJ (Federal Tax Payers No.) 33,592,510/0001-54
NIRE 33,300,019,766
01 - PLACE, DATE AND TIME:
At the Corporation's head office, on Avenida Graca Aranha, 26, 19(0)
floor, Rio de Janeiro on December 27th 2002 at 11am.
02 - BOARD:
Chairman: Mr. Luiz Tarquinio Sardinha Ferro
Secretary: Mr. Francisco Rohan de Lima
03 - ATTENDANCE AND QUORUM:
The shareholders representing the majority of the voting capital were
present, as recorded in the Shareholders Attendance Register, setting
the quorum for the deliberations contained in the Order of the Day,
with the present meeting being set at the second instatement, under the
terms of article 135 of Law 6,404/76.
04 - CALL NOTICE:
Call Notice of the 1st and 2nd Instatement published in the Rio de
Janeiro Diario Oficial newspaper on 18th, 19th and 21st November, in
the Jornal do Comercio newspaper on 15th and 16th, 17th and 18th and
19th November, and in the Diario do Comercio e Industria newspapers on
15th - 18th, 19th and 20th November 2002, bearing the following order
of the day:
I) A proposal from the management for changing the Company
by-laws with a view to basically, (i) broadening the
corporation's activities within the energy and logistics
sectors, thereby altering CVRD's corporate objective - Chapter
I addressing Trade Name, Objective, Head Office and Length of
Term; (ii) adapting the by-laws to the new rules added to
corporate law no. 6,404/76 by Law no. 10,303 of 31st October
2001, involving changes to Chapters II, IV, V and VII which
address the Capital and Shares, the management, the Audit
Committee, the Financial Year and Profit Distribution; and
(iii) introducing principles which guide the concept of better
corporate governance practices, above all with regard to
increasing the responsibilities of the CEO and creating
advisory bodies for the Board of Directors; and
II) the consolidation the Company's by-laws.
05 - DOCUMENT READING:
The reading of the public notification and Management Proposal for
Changing the company By-laws was unanimously done away with, as the
Shareholders were already aware of the aforementioned documents. Thus,
after the Management Proposal for Changing the company By-laws had been
debated and commented on by the Shareholders, the following decisions
were made
06 - Decisions approved by the majority of voters:
6.1 - the drawing up of the present minutes in a summarized form to be
published with the omission of the signatures of the present
Shareholders, under the terms of Article 130, paragraphs 1 and 2 of Law
6,404/76.
6.2 - the Management Proposal for Changing the company By-laws, filed at
the company.
6.3 - the consolidation of the company By-laws, which now comes into effect
bearing the following text:
"BY-LAWS"
COMPANHIA VALE DO RIO DOCE
CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION
Article 1 - COMPANHIA VALE DO RIO DOCE, referred to in abbreviated form as CVRD,
is a joint-stock company governed by the present By-Laws and by applicable
legislation.
Article 2 - The purpose of the company is:
I. the exploitation of mineral deposits in Brazil and abroad by means
of extraction, processing, industrialization, transportation,
shipment and commerce of mineral assets;
II. the building and operation of railways and the exploitation of own
or third party rail traffic;
III. the building and operation of own or third party marine terminals,
and the exploitation of nautical activities for the provision of
support within the harbor;
IV. the provision of logistics services integrated with cargo transport,
comprising generation, storage, transshipment, distribution and
delivery within the context of a multimodal transport system;
V. the production, processing, transport, industrialization and
commerce of all and any source and form of energy, also involving
activities of production, generation, transmission, distribution and
commerce of its products, derivatives and subproducts;
VI. the carrying-on, in Brazil or abroad, of other activities that may
be of direct or indirect consequence for the achievement of its
corporate purpose, including research, industrialization, purchase
and sale, importation and exportation, the exploitation,
industrialization and commerce of forest resources and the provision
of services of any kind whatsoever;
VII. constituting or participating in any fashion in other companies,
consortia or associations directly or indirectly related to its
business purpose."
Article 3 - The head office and legal venue of the company shall be in the city
of Rio de Janeiro, State of Rio de Janeiro, the company being empowered for the
better realization of its activities to set up branch offices, subsidiary branch
offices, depots, agencies, warehouses, representative offices or any other type
of establishment in Brazil or abroad.
Article 4 - The term of duration of the company shall be unlimited.
CHAPTER II - CAPITAL AND SHARES
Article 5 - The share capital is R$ 5,000,000,000.00 (five billion reais),
corresponding to 388,559,056 (three hundred and eighty-eight million, five
hundred and fifty-nine thousand and fifty-six) book shares, being 249,983,143
(two hundred and forty-nine million, nine hundred and eighty-three thousand one
hundred and forty-three) common shares corresponding to R$ 3,216,797,281.39
(three billion, two hundred and sixteen million, seven hundred and ninety-seven
thousand and two hundred and eighty-one reais and thirty-nine cents), and
138,575,913 (one hundred and thirty-eight million, five hundred and seventy-five
thousand nine hundred and thirteen) class A preferred shares, including 1 (one)
special class share, corresponding to R$ 1,783,202,718.61 (one billion, seven
hundred and eighty-three, two hundred and two thousand, seven hundred and
eighteen reais and sixty-one cents), all of no par value.
ss.1 - The shares are divided into common shares and preferred
shares. The preferred shares comprise class A and special class.
ss.2 - The special class preferred share shall belong exclusively to
the Federal Government. In addition to the other rights assigned
to it in the present By-Laws, the special class share shall
possess the same rights as the class A preferred shares.
ss.3 - Each common and class A preferred share and the special class
share shall confer the right to one vote in decisions made at
General Meetings, the provisions of ss. 4 following being
observed.
ss.4 - The class A and special class preferred shares shall have the
same rights as the common shares with the exception of the right
to vote at the election of members of the Board of Directors, in
accordance with the provisions set forth in ss.ss. 2 and 3 of
Article 11 following, but shall nevertheless posses the right
jointly to elect and remove one member of the Audit Committee and
the respective alternate.
ss.5 - Holders of class A preferred and special class shares shall be
entitled to receive dividends calculated as set forth in Chapter
VII in accordance with the following criteria:
a) priority in receipt of dividends specified in ss. 5
corresponding to: (i) a minimum of 3% (three percent) of the
stockholders' equity of the share, calculated based on the
financial statements which served as reference for the payment of
dividends, or (ii) 6% (six percent) calculated on the portion of
the capital formed by this class of share, whichever higher;
b) entitlement to participate in the profit distributed and any
bonuses, on the same conditions as those for common shares, once
a dividend equal to the minimum priority established in
accordance with letter "a" above is ensured; and
c) entitlement to participate in any bonuses, on the same
conditions as those for common shares, the priority specified for
the distribution of dividends being observed.
ss.6 - Preferred shares shall acquire full and unrestricted voting
rights should the company fail to pay the minimum dividends to
which they are entitled during 3 (three) consecutive fiscal
years, under the terms of ss.5 of Article 5.
Article 6 - The company is authorized to increase its share capital up to the
limit of 300,000,000 (three hundred million) common shares and 600,000,000 (six
hundred million) class A preferred shares. Within the limit authorized by the
present Article the company shall, by means of a decision of the Board of
Directors, be entitled to increase the share capital without any alteration of
the By-laws by means of the issuance of common shares and/or preferred shares.
ss.1 - The Board of Directors shall determine the conditions for
issuance, including the price and the period of time prescribed
for paying up.
ss.2 - At the option of the Board of Directors the preemptive right
in the issuance of shares, bonds convertible into shares and
subscription bonuses, the placement of which on the market may be
by sale on the stock exchange or by public subscription as per
the prescriptions set forth in Law no. 6,404/76, may be
rescinded.
ss.3 - Provided that the plans approved by the General Meeting are
complied with, the company shall be entitled to delegate the
option of share purchase to its administrators and employees,
with shares held in custody or by means of the issuance of new
shares, the shareholders' preemptive right being excluded.
Article 7 - The special class share shall possess a veto right regarding of the
following subjects:
I. change of name of the company;
II. change of location of the head office;
III. change of the corporate purpose with reference to mineral
exploitation;
IV. the winding-up of the company;
V. the sale or cessation of the activities of any part or of the whole
of the following categories of the integrated iron ore systems of
the company: (a) mineral deposits, reserves and mines; (b) railways;
(c) ports and marine terminals;
VI. any alteration of the rights assigned to the types and classes of
the shares issued by the company in accordance with the
prescriptions set forth in the present By-Laws;
VII. any alteration of the present Article 7 or of any of the other
rights assigned to the special class share by the present By-Laws.
CHAPTER III - GENERAL MEETING
Article 8 - The ordinary Shareholders' General Meeting shall be held within the
first four months following the end of the fiscal year and, extraordinarily,
whenever called by the Board of Directors.
ss.1 - An extraordinary Shareholders' General Meeting shall be
competent to discuss the subjects specified in Article 7.
ss.2 - The holder of the special class share shall be formally
requested by the company to attend for the purpose of discussing
the subjects specified in Article 7 by means of personal
correspondence addressed to its legal representative, a minimum
period of notice of 15 (fifteen) days being given.
ss.3 - Should the holder of the special class share be absent from
the General Meeting called for this purpose or should it abstain
from voting, the subjects specified in Article 7 shall be deemed
as having been approved by the holder of the said special class.
Article 9 - At an Ordinary or Extraordinary General Meeting, the chair shall be
taken by the Chairman, or in his absence by the Vice-Chairman of the Board of
Directors of the company, and the Secretary of the Board of Directors shall act
as secretary, as per ss. 14 of Article 11.
Sole Paragraph - In the case of temporary absence or impediment of the Chairman
or Vice-Chairman of the Board of Directors, the General Meeting of Shareholders
shall be chaired by their respective alternates, or in the absence or impediment
of such alternates, by an Officer specially appointed by the Chairman of the
Board of Directors.
CHAPTER IV - ADMINISTRATION
Article 10 - The Board of Directors and the Executive Board shall be responsible
for the administration of the company.
ss.1 - The members of the Board of Directors and the Executive Board
shall take office by means of signing the Minute Book of the
Board of Directors or the Executive Board, as the case may be.
ss.2 - The term of office of the members of the Board of Directors and
the Executive Board shall be extended until their respective
successors have taken office.
ss.3 - The General Meeting shall fix the overall amount for the
remuneration of the administrators, benefits of any kind and
allowances being included therein, taking into account the
responsibilities of the administrators, the time devoted to the
performance of their duties, their competence and professional
repute and the market value of their duties, their competence and
professional repute and the market value of their services. The
Board of Directors shall apportion the fixed remuneration among
its members and the Executive Board.
ss.4 - The Board of Directors shall be supported by technical and
consultant bodies, denominated Committees, regulated as set forth
in Section II - Committees hereinafter.
SECTION I - BOARD OF DIRECTORS
Subsection I - Composition
Article 11 - The Board of Directors, a joint decision-making body, shall be
elected by the General Meeting and shall be formed of 11 (eleven) effective
members and their respective alternates, all being shareholders in the company,
and one of whom shall be the Chairman of the Board and another shall be the
Vice-Chairman.
ss.1 - The term of office of the members of the Board of Directors
shall be 2 (two) years, their re-election being permitted.
ss.2 - Under the terms of Article 141 of Law # 6,404/76, 1 (one)
member and his alternate of the Board of Directors, may be
elected and removed, by means of a separate vote at the general
meeting of shareholders, excluding the controlling shareholder,
by the majority of holders, respectively, of:
I - common shares representing at least 15% (fifteen percent)
of the total shares with voting rights; and
II - preferred shares representing at least 10% (ten percent)
of share capital.
ss.3 - Having ascertained that neither the holders of common shares or
preferred shares have respectively formed the quorum required in
sections I and II of ss.2 above, they shall be entitled to
combine their shares to jointly elect a member and an alternate
to the Board of Directors, and in such hypothesis the quorum
established in section II of ss.2 of this Article shall be
observed.
ss.4 - The entitlement set forth in ss.2 of this Article may only be
exercised by those shareholders who are able to prove
uninterrupted ownership of the shares required therein for a
period of at least 3 (three) months, immediately prior to the
general shareholders meeting which elected the members of the
Board of Directors.
ss.5 - From among the 11 (eleven) effective members and their
respective alternates of the Board of Directors, 1 (one) member
and his alternate shall be elected and/or removed, by means of a
separate vote, by the employees of the company.
ss.6 - The Chairman and the Vice-Chairman of the Board of Directors
shall be elected among the members thereof during a Meeting of
the Board of Directors to be held immediately after the General
Meeting which has elected them.
ss.7 - In the case of impediment or temporary absence, the
Vice-Chairman shall replace the Chairman, and during the period
of such replacement the Vice-Chairman shall have powers identical
to those of the Chairman, the alternate of the Chairman being
nevertheless entitled to exercise the right to vote in his
capacity as a member of the Board of Directors.
ss.8 - Should a vacancy occur in the office of Chairman or
Vice-Chairman, the Board of Directors shall elect the respective
alternates in the first Meeting to be held after the vacancy.
ss.9 - During their impediments or temporary absences, the members of
the Board of Directors shall be replaced by their respective
alternates.
ss.10- Should a vacancy occur in the office of a member of the Board
of Directors or of an alternate, the vacancy shall be filled by
nomination by the remaining members of an alternate who shall
serve until the next General Meeting, which shall decide on his
election. Should vacancies occur in the majority of such offices,
a General Meeting shall be convened in order to proceed with a
new election.
ss.11- Whenever the Board of Directors is elected under the multiple
vote regime, as established in Article 141 of Law # 6,404/1976,
the Chairman of the shareholders meeting shall inform those
shareholders present that the share which elected a member of the
Board of Directors, by means of a separate vote in accordance
with ss.ss.2 and 3 of Article 11, may not participate in the
multiple vote regime and, evidently, may not participate in the
calculation of the respective quorum. Once the separate vote has
been held, then the ratio may be definitively defined in order to
proceed with the multiple vote.
ss.12- With the exception of the effective members and their respective
alternates, elected by means of separate vote, respectively, by
the employees of the company and by the holders of preferred
shares, under section II,ss.2 of Article 11, whenever the
election for the Board of Directors is held under the multiple
vote regime, the removal of any member of the Board of Directors,
effective or alternate, by the general shareholders meeting,
shall imply in the removal of the other members of the Board of
Directors, and consequently a new election shall be held; in
other cases of vacancy, in the absence of an alternate, the first
general shareholders meeting shall elect the whole Board.
ss.13- Whenever, cumulatively, the election of the Board of Directors
is held under the multiple vote system and the holders of common
shares or preferred shares or company employees exercise the
right established in ss.ss. 2, 3 and 5 above, the shareholder or
group of shareholders under vote agreement who hold over 50%
(fifty percent) of shares with voting rights, shall be ensured
the right to elect officers in a number equal to those elected by
the other shareholders, plus one, irrespective of the number of
officers established in the caption of Article 11.
ss.14- The Board of Directors shall have a Secretary, appointed by the
Chairman of the Board of Directors, who shall necessarily be an
employee or administrator of the company, in whose absence or
impediment shall be replaced by another employee or administrator
as designated by the Chairman of the Board of Directors.
Subsection II - Workings
Article 12 - The Board of Directors shall meet on an ordinary basis once a month
and extraordinary whenever called by the Chairman or, in his absence, by the
Vice-Chairman of the Board or by any 2 (two) members acting together.
Article 13 - Meetings of the Board of Directors shall only be held with the
presence of and decisions shall only be taken by the affirmative vote of a
majority of its members.
ss.1 - The minutes of the meetings of the Board of Directors shall be
recorded in the Book of Minutes of Meetings of the Board of
Directors which, after having been read and approved by the
officers present at the meetings, shall be signed in a number
sufficient to constitute the majority necessary for approval of
the subjects examined.
ss.2 - The Secretary shall be responsible for the recording,
distribution, filing and safeguard of the respective minutes of
the meetings of the Board of Directors, as well as for the
issuance of abstracts of the minutes and certificates of
approvals of the Board of Directors.
Subsection III - Responsibilities
Article 14 - The Board of Directors shall be responsible for:
I. electing, evaluating and at any time removing the Executive Officers of
the company, and assigning functions to them;
II. distributing the remuneration established by the general shareholders
meeting among its members and those of the Executive Board;
III. assigning the functions of Investor Relations to an Executive Officer;
IV. approving the policies relating to selection, evaluation, development
and remuneration of members of the Executive Board;
V. approving the company's human resources general policies as submitted
to it by the Executive Board;
VI. establishing the general guidance of the business of the company, its
wholly-owned subsidiary companies and controlled companies;
VII. approving the strategic guidelines and the strategic plan of the
company submitted annually by the Executive Board;
VIII. approving the company's annual and multi-annual investment budgets,
submitted to it by the Executive Board;
IX. monitoring and evaluating the economic and financial performance of the
company, and may request the Executive Board to provide reports with
specific performance indicators;
X. approving investments and/or divestiture opportunities submitted by the
Executive Board which exceed the limits established for the Executive
Board as defined by the Board of Directors;
XI. issuing opinions on operations relating to merger, split-off,
incorporation in which the company is a party, as well as share
purchases submitted by the Executive Board;
XII. with the provisions set forth in Article 2 of the present By-Laws being
complied with, making decisions concerning the setting-up of companies,
or its transformation into another kind of company, direct or indirect
participation in the capital of other companies, consortia, foundations
and other organizations, by means of the exercise of rights withdrawal,
the exercise of non-exercise of rights of subscription, or increase or
sale, both direct and indirect, of corporate equity, or in any other
manner prescribed by law, including but not limited to, merger,
split-off and incorporation in companies in which it participates;
XIII. approving the financial policies of the company submitted by the
Executive Board;
XIV. approving the issuance of simple debentures, not convertible into share
and without collateral submitted by the Executive Board;
XV. approving the accounts of the Executive Board, substantiated in the
Annual Report and the Financial Statements, for subsequent submission
to the Ordinary General Meeting;
XVI. approving the employment of profit for the year, the distribution of
dividends and, when necessary, the capital budget, submitted by the
Executive Board, to the later direction to the appreciation of the
Ordinary Shareholders Meeting;
XVII. selecting and removing independent auditors;
XVIII. appointing and removing the employee responsible for the internal
auditing of the company, who shall report directly to the Board of
Directors;
XIX. approving the policies and the annual audit plan of the company
submitted to it by the employee responsible for internal auditing;
XX. inspecting the management work of the Executive Officers and at any
time examining the books and papers of the company, requesting
information about contracts signed or about to be signed, in order to
ensure the financial integrity and ethical conduct of the company;
XXI. approving alterations in corporate governance rules, including, but not
limited to, the process of rendering of accounts and the process of
disclosure of information;
XXII. approving the code of ethics and the management system in order to
avoid conflicts of interests between the company and its shareholders
or administrators;
XXIII. adopting the measures considered necessary in the eventuality of
potential conflicts of interest between the company and its
shareholders or administrators;
XXIV. approving the company's policies relating to corporate responsibility,
such as: the environment, health, safety and social responsibility, as
submitted by the Executive Board;
XXV. establishing criteria for the Executive Board in relation to the
purchase of, sale of and placing of liens on fixed assets and for the
constitution of encumbrances, the provisions set forth in Article 7 of
the present By-Laws being complied with;
XXVI. approving the provision of guarantees in general, and establishing
criteria for the Executive Board in relation to the contracting of
loans and financing and for the signing of other contracts;
XXVII. establishing criteria for the Executive Board in relation to the
signing of commitments, waiving of rights and transactions of any
nature, except for the waiver of its preemptive rights in the
subscription and purchase of shares, under section XII of Article 14;
XXVIII. approving any matters which are not the competence of the Executive
Board, under the terms of the present By-Laws, as well as matters whose
limits exceed the criteria established for the Executive Board, as
established in Article 14;
XXIX. approving any reformulation, alteration, or amendment of shareholders'
agreements or consortia contracts, or of agreements among the
shareholders or among the consortia parties of companies in which the
company participates, as well as approving the signing of new
agreements and/or consortia contracts that address subjects of this
nature;
XXX. authorize the negotiation, signing or alteration of contracts of any
kind of value between the company and (i) its shareholders, either
directly or through intermediary companies (ii) companies which
directly or indirectly participate in the capital of the controlling
shareholder or which are controlled, or are under joint control, by
companies which participate in the capital of the controlling
shareholder, and/or (iii) companies in which the controlling
shareholder of the company participates, and the Board of Directors may
establish delegations, with standards and procedures, which meet the
requirements and nature of the operations, without prejudice of keeping
the aforementioned group duly informed of all company transactions with
related parties;
XXXI. expressing its opinion regarding any matter to be submitted to the
General Meeting of Shareholders;
XXXII. authorizing the purchase of shares of its own issuance for maintenance
in treasury, cancellation or subsequent sale.
ss.1 - The Board of Directors shall be responsible for appointing, as
submitted by the Executive Board, the persons who shall form part of the
Administrative, Consulting and Audit bodies of those companies and
organizations in which the company participates, directly or indirectly.
ss.2 - The Board of Directors may, at its discretion, delegate the
assignment mentioned in the prior paragraph to the Executive Board.
SECTION II - COMMITTEES
Article 15 - The Board of Directors, shall have, for support on a permanent
basis, 5 (five) technical and consultant committees, denominated as follows:
Executive Development Committee, Strategic Committee, Finance Committee, Audit
Committee and Governance and Ethics Committee.
ss.1 - The Board of Directors, at its discretion, may also establish,
for its consulting support, other committees to fulfill consultant
or technical tasks, other than those permanent committees as set
forth in the caption of this Article.
ss.2 - The members of the committees shall be remunerated as established
by the Board of Directors, and those members who are administrators
of the company shall not be entitled to additional remuneration for
participating on the committees.
Subsection I - Mission
Article 16 - The mission of the committees shall be to provide support to the
Board of Directors in order to increase the efficiency and quality of its
decisions.
Subsection II - Composition
Article 17 - The members of the committees shall have proven experience and
technical skills in relation to matters that are the object of the respective
committee's responsibility and shall be subject to the same legal duties and
responsibilities as the administrators.
Article 18 - The composition of each committee shall be defined by the Board of
Directors.
ss.1 - The members of the committees shall be appointed by the
Board of Directors and may belong to company administration
bodies or not.
ss.2 - The term of management for the members of the committees
shall begin as of their appointment by the Board of Directors,
and termination shall coincide with the end of the management
term of the members of the Board of Directors, and
re-appointment shall be permitted.
ss.3 - During their management, members of the committees may be
removed from office by the Board of Directors.
Subsection III - Workings
Article 19 - Standards relating to the workings of each committee shall be
defined by the Board of Directors.
ss.1 - The committees established within the company shall not have
decision making power and their reports and proposals shall be
submitted to the Board of Directors for approval.
ss.2 - The committees' reports do not constitute a necessary condition
for the presentation of matters for scrutiny and approval by the
Board of Directors.
Subsection IV - Responsibilities
Article 20 - The main duties of the committees are set forth in Article 21 and
subsequent articles, whereas their detailed duties shall be defined by the Board
of Directors.
Article 21 - The Executive Development Committee shall be responsible for:
I - issuing reports on the human resources general policies of the
company submitted by the Executive Board to the Board of
Directors;
II - analyzing and issuing reports to the Board of Directors on the
restatement of remuneration of members of the Executive Board;
III - submitting and ensuring up-to-dateness of the performance
evaluation methodology of the members of the Executive Board.
Article 22 - The Strategic Committee shall be responsible for:
I - issuing reports on the strategic guidelines and the strategic
plan submitted annually by the Executive Board;
II - issuing reports on the company's annual and multi-annual
investment budgets submitted by the Executive Board to the Board
of Directors;
III - issuing reports on investment and/or divestiture opportunities
submitted by the Executive Board to the Board of Directors;
IV - issuing reports on operations relating to merger, split-off,
incorporation in which the company and its controlled
subsidiaries are a party, and on share purchases submitted by the
Executive Board to the Board of Directors.
Article 23 - The Finance Committee shall be responsible for:
I - issuing reports on the financial policies and the internal
financial control systems of the company;
II - issuing reports on the compatibility between the remuneration
level of shareholders and the parameters established in the
annual budget and financial scheduling, as well as its
consistency with the general policy on dividends and the capital
structure of the company.
Article 24 - The Audit Committee shall be responsible for:
I - submitting appointment recommendations of the independent
auditors and the employee responsible for internal auditing of
the company to the Board of Directors;
II - issuing reports on the policies and the company's annual
auditing plan submitted by the employee responsible for internal
auditing, and on its execution;
III - tracking the results of the company's internal auditing, and
identifying, priorizing, and submitting actions to be accompanied
by the Executive Board to the Board of Directors;
IV - analyzing the Annual Report, as well as the Financial
Statements of the company and making recommendations to the Board
of Directors.
Article 25 - The Governance and Ethics Committee shall be responsible for:
I - evaluating the efficiency of the company's governance practices
and the workings of the Board of Directors, and submitting
improvements;
II - submitting improvements to the code of ethics and in the
management system in order to avoid conflicts of interests
between the company and its shareholders or company
administrators;
III - issuing reports on policies relating to corporate responsibility,
such as the environment, health, safety and social responsibility
of the company submitted by the Executive Board;
IV - issuing reports on potential conflicts of interest between the
company and its shareholders or administrators.
SECTION III - EXECUTIVE BOARD
Subsection I - Composition
Article 26 - The Executive Board, the executive administration body of the
company, shall consist of 6 (six) to 9 (nine) members, one of whom shall be the
Chief Executive Officer and others shall be Executive Officers.
ss.1 - The Chief Executive Officer shall submit to the Board of
Directors the names of candidates for the Executive Board with
renowned knowledge and specialization in the subject of
responsibility of the respective operational area, and may also
at any time submit to the Board of Directors a motion to remove.
ss.2 - The Executive Officers shall have their individual duties
defined by the Board of Directors.
ss.3 - The management term of the members of the Executive Board shall
be 2 (two) years, and re-election shall be permitted.
Subsection II - Workings
Article 27 - In the case of temporary impediment of the Chief Executive Officer,
same shall be replaced by another member of the Executive Board designated by
majority vote of the members of the Executive Board, and in the case of absence,
the Chief Executive Officer may designate his own substitute, who shall assume
all legal, statutory and regulatory duties and responsibilities.
ss.1 - In the case of temporary impediment or absence of any Executive
Officer, same shall be replaced by one of the Executive Officers
appointed by the Chief Executive Officer, who shall accumulate
the legal, statutory and regulatory responsibilities of the
absent or impeded Executive Officer, for the term of exercise of
the post of the substituted Executive Officer, excluded the right
to vote at Executive Board meetings.
ss.2 - Should a vacancy occur in the office of an Executive Officer,
the substitute member shall be selected and his name shall be
submitted by the Chief Executive Officer to the Board of
Directors who shall elect him to complete the remaining term of
the substituted officer.
ss.3 - Should a vacancy occur in the office of the Chief Executive
Officer, the Executive Officer in charge of Finance shall
substitute the Chief Executive Officer, accumulating his own
duties, rights and responsibilities with those of the Chief
Executive Officer until the Board of Directors holds a new
election for the office of Chief Executive Officer.
Article 28 - In respect of the limits established for each Executive Officer,
the decisions on matters affecting his specific operational area, provided that
the matter does not affect the operational area of another Executive Officer,
shall be taken by himself or in conjunction with the Chief Executive Officer, in
matters or situations pre-established by the latter.
Article 29 - The Executive Board shall meet on an ordinary basis once a
fortnight and extraordinarily whenever called by the Chief Executive Officer or
his substitute.
Sole Paragraph - The Chief Executive Officer shall convene an extraordinary
meeting of the Executive Board by virtue of the request of at least 3 (three)
members of the Executive Board;
Article 30 - The meetings of the Executive Board shall only begin with the
presence of the majority of its members.
Article 31 - The Chief Executive Officer shall chair the meetings of the
Executive Board in order to priorize consensual approvals amongst its members.
ss.1 - When there is no consent among members of the Board, the Chief
Executive Officer may (i) withdraw the issue from the agenda,
(ii) attempt to form a majority, with the use of his casting
vote or, (iii) in the interests of the company and by grounded
presentation, decide individually on the matters raised for
joint approval, including those listed in Article 32, and in
respect of the exceptions stated in ss.2 following;
ss.2 - Decisions relating to annual and multi-annual budgets and to
the strategic plan and the Annual Report of the company shall be
taken by majority vote, considered to be all Executive Officers,
provided that the favorable vote of the Chief Executive Officer
is included therein.
ss.3 - The Chief Executive Officer shall inform the Board of
Directors the utilization of the prerogative concerning item
(iii), ss.1 stated above, in the first Board of Directors
meeting which succeed the corresponding decision.
Subsection III - Responsibilities
Article 32 - The Executive Board shall be responsible for:
I - approving the creation and elimination of Executive Departments
subordinated to each Executive Director;
II - preparing and submitting to the Board of Directors the
company's general policies on human resources, and executing the
approved policies;
III - complying with and ensuring compliance with the general
guidelines and business policies of the Company laid down by the
Board of Directors;
IV - preparing and submitting, annually, to the Board of Directors,
the company's strategic guidelines and the strategic plan, and
executing the approved strategic plan;
V - preparing and submitting the company's annual and multi-annual
investments budgets to the Board of Directors, and executing the
approved budgets;
VI - planning and steering the company's operations and reporting
the company's economic and financial performance to the Board of
Directors, and producing reports with specific performance
indicators;
VII - identifying, evaluating and submitting investment and/or
divestiture opportunities to the Board of Directors which exceed
the limits of the Executive Board as defined by the Board of
Directors, and executing the approved investments and/or
divestitures;
VIII- identifying, evaluating and submitting to the Board of
Directors operations relating to merger, split-off, incorporation
in which the company is a party, as well as share purchases, and
conducting the approved mergers, split-offs, incorporations and
purchases;
IX - preparing and submitting the company's finance policies to the
Board of Directors, and executing the approved policies;
X - submitting to the Board of Directors the issuance of simple
debentures, not convertible into shares and without collateral;
XI - defining and submitting to the Board of Directors, after the
drawing up of the balance sheet, the employment of profit for the
year, the distribution of company dividends and, when necessary,
the capital budget;
XII - preparing in each fiscal year the Annual Report and Financial
Statements to be submitted to the Board of Directors and the
General Meeting;
XIII- adhere to and encourage adhesion to the company's code of ethics,
established by the Board of Directors;
XIV - preparing and submitting to the Board of Directors the
company's policies on corporate responsibility, such as the
environment, health, safety and social responsibility, and
implementing the approved policies;
XV - authorizing the purchase of, sale of and placing of liens on
fixed and non-fixed assets including securities, the contracting
of services, the company being the provider or receiver of such,
being empowered to establish standards and delegate powers, all
in accordance with the criteria and standards established by the
Board of Directors;
XVI - authorizing the signing of agreements, contracts and
settlements that constitute liabilities, obligations or
commitments on the company, being empowered to establish
standards and delegate powers, all in accordance with the
criteria and standards established by the Board of Directors;
XVII- propose to the Board of Directors any reformulation,
alteration, or amendment of shareholders' agreements or of
agreements among the shareholders of companies in which the
company participates, as well as suggesting the signing of new
agreements and consortia contracts that address subjects of this
nature;
XVIII- authorizing the opening and closing of branch offices,
subsidiary branch offices, depots, agencies, warehouses,
representative officer or any other type of establishment in
Brazil or abroad;
XIX - authorizing the undertaking of commitments, waiver of rights
and transactions of any nature, liens on securities being
excepted, under the terms of section XII of Article 14, being
empowered to establish standards and delegate powers in
accordance with the criteria and standards established by the
Board of Directors;
XX - establishing and informing the Board of Directors on the
individual limits of the Executive Officers, in respect of the
limits of the Executive Board jointly, as established by the
Board of Directors;
XXI - establishing, based on the limits fixed for the Board of
Directors, the limits throughout the whole of the company's
administrative organization hierarchy.
ss.1 - The Executive Board shall be empowered to lay down voting
guidelines to be followed at the General Meetings by its proxies
in the companies, foundations and other organizations in which
the company participates, directly or indirectly, the investment
plans and programs of the company, as well as the respective
budgets being complied with, the limit of responsibility being
observed as regards, among others, indebtedness, the sale of
assets, the waiver of rights and the reduction of corporate
equity investments.
ss.2 - The Executive Board shall take steps to appoint persons who
shall form part of the Administrative, Consultant and Audit
bodies of those companies and organizations in which the company
participates directly or indirectly.
Article 33 - The responsibilities of the Chief Executive Officer are to:
I - take the chair at meetings of the Executive Board;
II - exercise executive direction of the Company, with powers to
coordinate and supervise the activities of the other Executive
Officers, exerting his best efforts to ensure faithful compliance
with the decisions and guidelines laid down by the Board of
Directors and the General Meeting;
III - coordinate and supervise the activities of the business areas and
units that are directly subordinated to him;
IV - select and submit to the Board of Directors the names of
candidates for Executive Officer posts to be elected by the Board
of Directors, and also to propose the respective removal;
V - coordinate the decision making process of the Executive Board,
as provided for in Article 31 of Subsection II - Workings;
VI - grant vacation and leave to the members of the Executive Board,
and designate other Executive Officers as their alternates;
VII - keep the Board of Directors informed about the activities of the
company;
VIII- together with the other Executive Officers, prepare the annual
report and draw up the balance sheet;
Article 34 - The Executive Officers are to:
I - organize the services for which they are responsible;
II - participate in meetings of the Executive Board, contributing to
the definition of the policies to be followed by the company and
reporting on matters of the respective areas of supervision and
coordination;
III - comply with and ensure compliance with the policy and general
guidance of the company's business laid down by the Board of
Directors, each Executive Officer being responsible for his
business units and specific area of activities.
Article 35 - The company shall be represented as plaintiff or defendant in
courts of law or otherwise, including as regards the signature of documents
constituting responsibility for this, by 2 (two) members of the Executive Board,
or by 2 (two) proxies established in accordance with ss. 1 of this Article, or
by 1 (one) proxy jointly with an Executive Officer.
ss.1 - Except when otherwise required by law, proxies shall be appointed by
a power of attorney in the form of a private instrument in which the
powers granted shall be specified, the term of validity of powers of
attorney "ad negotia" expiring on December 31 of the year in which it is
granted.
ss.2 - The company may, moreover, be represented by a single proxy at the
General Meetings of shareholders of the companies, consortia and other
organizations in which it participates or for acts arising out the
exercise of powers specified in a power of attorney "ad judicia" or: (a)
at agencies at any level of government, customs houses and public
service concessionaires for specific acts for which a second proxy is
not necessary or not permitted; (b) for signing of contract instruments
in solemnity or at which the presence of a second proxy is not possible;
(c) for signing of documents of any kind which imply in an obligation
for the company whose monetary limits shall be established by the
Executive Board.
ss.3 - In the case of commitments assumed abroad, the company may be
represented by a single member of the Executive Board, or by an
attorney-in-fact with specific and limited powers according to the
present By-Laws.
ss.4 - Summons and judicial or extrajudicial notifications shall be made in
the name of the Executive Officer responsible for Investor Relations, or
by proxy as established in ss. 1 of this Article.
CHAPTER V - AUDIT COMMITTEE
Article 36 - The Audit Committee, a permanently functioning body, shall be
formed of 3 (three) to 5 (five) effective members and an equal number of
alternates, elected by the General Meeting, which shall fix their remuneration.
Article 37 - The members of the Audit Committee shall carry out their duties
until the first Ordinary General meeting to be held following their election,
their re-election being permitted.
Article 38 - In their absence or impediment, or in cases of vacancy of office,
the members of the Audit Committee shall be replaced by their respective
alternates.
Article 39 - The Audit Committee shall exercise the functions attributed to it
by prevailing legislation, and shall provide, with minimum notice of 30 (thirty)
days prior to the Ordinary General Meeting, a report on the documentation as
established in Article 133 of Law # 6,404/76, with the terms set forth in Law #
10,303/01.
CHAPTER VI - COMPANY PERSONNEL
Article 40 - The company shall maintain a social security plan for its employees
administered by a foundation established for this purpose, the provisions of
prevailing legislation being complied with.
CHAPTER VII - FINANCIAL YEAR AND DISTRIBUTION OF PROFITS
Article 41 - The fiscal year of the company shall coincide with the calendar
year, thus finishing on December 31, when the balance sheets shall be prepared.
Article 42 - After the constitution of the legal reserve, the employment of the
remaining portion of the net profit verified at the end of each financial year
(which shall coincide with the calendar year) shall, on the motion of the
Administration, be submitted to the decision of the General Meeting.
Sole Paragraph - The amount of the interest, paid or credited in the form of
interest on stockholders' equity in accordance with the prescriptions of Article
9, ss. 7 of Law # 9,249 dated December 26, 1995 and of relevant legislation and
regulations, may be ascribed to the compulsory dividend and to the minimum
annual dividend on the preferred shares, such amount for all legal purposes
forming the sum of the dividends distributed by the company.
Article 43 - The proposal for distribution of profit shall include the following
reserves:
I. Depletion Reserve, to be constituted in accordance with prevailing
fiscal legislation;
II. Investments Reserve, in order to ensure the maintenance and development
of the main activities which comprise the company's purpose, in an
amount not greater than 50% (fifty percent) of distributable net profit
up to a maximum of the company's share capital.
Article 44 - At least 25% (twenty-five percent) of the net annual profit,
adjusted as per the law, shall be devoted to the payment of dividends.
Article 45 - At the proposal of the Executive Board, the Board of Directors may
determine the preparation of the balance sheets in periods of less than a year
and declare dividends or interest on stockholders' equity on account of the
profit verified in these balances as well as to declare for the account of
accrued profits or profit reserves existing in the latest annual or semi-annual
balance sheet.
Article 46 - The dividends and interest on stockholders' equity mentioned in the
Sole Paragraph of Article 42 shall be paid at the times and at the places
specified by the Executive Board, those not claimed within 3 (three) years after
the date of payment reverting in favour of the company."
07 - MEANS OF DRAWING UP:
In accordance with the provisions laid out in paragraphs 1 and 2 of
Article 130 of Law 6,404/76, bearing in mind the unanimous decision of
the shareholders present.
08 - CLOSING:
With nothing else needing to be addressed, the provisions herein have
been suspended during the drawing up of these minutes. The provisions
herein have now been reinitiated and these minutes have been read,
found to be in order and signed by the Secretary, by the Chairman of
the Table and by all the shareholders present.
Rio de Janeiro, December 27, 2002.
I certify that the present is a true copy of the Minutes drawn up.
Francisco Rohan de Lima
Secretary
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMPANHIA VALE DO RIO DOCE
(Registrant)
Date: December 30, 2002
By: /s/ Fabio de Oliveira Barbosa
------------------------------
Fabio de Oliveira Barbosa
Chief Financial Officer