Corporate Governance
Corporate Governance Model
Our corporate governance model follows global best practices, ensuring a system that fosters long-term, sustainable relationships.
The governance bodies within VLI’s corporate structure are responsible for decision-making processes and shaping the company’s strategic path.
They safeguard our values, policies, and Code of Ethics and Conduct, reinforcing our dedication to transform Brazil’s logistics sector.
Ethics & Compliance
VLI is committed to transforming Brazil’s logistics sector. We provide sustainable multimodal logistics solutions by connecting our ports, railways, and terminals to other transport modes, serving key industrial, steel, mining, and agribusiness regions across the country. Our focus is on driving productivity and efficiency while creating shared value. Our belief in shared value drives us to work with passion and commitment every day, transporting resources that play a role in our country’s development. However, growth and transformation go hand in hand with a strong commitment to ethics and values. We firmly believe that only by maintaining high ethical standards can we truly contribute to society’s well-being. That’s why integrity and responsibility are at the heart of everything we do — this is the VLI way! VLI upholds a corporate governance model built on transparency and integrity across all its operations.
Ethics & Compliance Program
VLI’s Ethics & Compliance Program is structured around the principles of prevention, detection, and response, following the ABC (Anti-Bribery & Corruption) methodology. Its key pillars include:
● Risk Assessment;
● Commitment to a Compliance Culture (tone from the top and reporting);
● Compliance Supervision & Resources;
● Code of Ethics, Policies, and Procedures;
● Due Diligence;
Senior Leadership Commitment
VLI’s Ethics & Compliance Program is deeply rooted in a strong compliance culture, particularly focusing on the tone from the top and transparent reporting mechanisms. Senior leadership actively supports initiatives that reinforce the company’s values, ensuring clarity and alignment across the organization. The results of the program’s actions are regularly shared for review and decision-making by senior leadership, as well as other relevant groups and stakeholders involved in the management of the Integrity Program. Among the company’s core values is the ethical value, which unequivocally reflects the commitment of the shareholders, Board of Directors, and Executive Leadership.
VLI Code of Conduct & Anti-Bribery and Anti-Corruption Policy
Our Code of Conduct and Anti-Bribery and Anti-Corruption Policy serve as VLI’s primary regulatory guidelines. These documents outline the principles and values of the company, setting clear expectations for the behaviors required from employees and representatives both inside and outside the organization. It also serves as a guide for the decisions made by the Board of Directors, Advisory Committees, Executive Board, and Audit Committee.
These policies are based on the principles of integrity, ethics, and transparency, adopting the best market practices to combat corruption, bribery, fraud, and other illegal activities that may affect VLI. By embracing these values, we ensure ethical conduct in our daily operations, creating and sharing value wherever we work.
We believe that only by committing to the highest ethical standards can we truly contribute to society. That’s why we are continuously working to promote integrity and responsible business practices – this is the VLI way!
Understanding and respecting the VLI Code of Ethics and Conduct and also the Anti-Bribery and Anti-Corruption Policy is the best way to live by the values that guide us. With the right mindset, we build and maintain an integrity-driven work environment.
VLI Partner Code of Conduct
VLI provides its partners with clear guidelines on the key principles that shape its relationship with the market through the VLI Partner Code of Conduct. The objective of this document is to establish ethical standards for business interactions with companies that provide services and products, clients, and other business partners, reinforcing VLI’s commitment to corporate governance best practices. Compliance with this Code is essential for conducting business with the company.
All active contracts include anti-corruption clauses, in accordance with the Brazilian Anti-Corruption Act (Law No. 12,846/2013). Additionally, VLI monitors its supply chain through periodic reputational assessments of eligible suppliers, both within Brazil and internationally.
Ethics Channel
The Ethics Channel provides a secure and anonymous platform for reporting any behaviors that violate VLI’s policies and procedures, including suspicions of fraud, corruption, or breaches of The Brazilian Anti-Corruption Act (Law No. 12,846/2013) and its regulations.
This is the main resource we use to evaluate the integrity of our organization. Every report is managed with professionalism, confidentiality, and accountability, ensuring a thorough process from submission to resolution.
If you suspect or are aware of ethical or procedural violations, you can report it anonymously and confidentially through our Ethics Channel. Whenever possible, please include relevant facts and evidence to support your claim.
or call
0800 7210782
to access the Ethics Channel.
Option 3: Exclusive channel for women’s support.
Availability: Online 24/7. Personal assistance available Monday to Friday, from 10 AM to 4 PM.
All reports are handled by an independent third-party and directed to the Ethics and Compliance or Internal Audit teams. If any concerns are identified, they are reported to the appropriate authorities for evaluation. Based on the investigation findings, corrective actions are implemented, which may include process improvements or even termination for cause.
Through this process, VLI actively upholds its core value: “Respect for People, Always”, reinforcing its commitment to fostering a more ethical and transparent work environment.
Commitments and Recognitions
VLI maintains a zero-tolerance policy for bribery and corruption. Everyone bound by the Code of Ethical Conduct must comply with applicable laws and regulations, particularly anti-corruption measures, as well as legal provisions supporting other internal policies at VLI.
An anti-corruption clause is included in all VLI contracts, and all signatories, including suppliers, are required to adhere to ethical conduct standards outlined in the Code of Ethics.
Corporate Pact for Integrity and Against Corruption – Instituto Ethos
Committed to integrity and transparency, we have been conducting an annual self-assessment on corruption prevention and compliance since joining the pact in 2021.
ISO 37001 – Anti-Bribery Management System Certification
Obtained in 2023, the certification ensures that appropriate and proportional measures are in place to prevent, identify, and respond to bribery.
Brazil Corporate Integrity Pact – CGU
In 2024, VLI joined this initiative led by the Brazilian Office of the Comptroller General (abbreviated as CGU, in Portuguese), reinforcing its commitment to integrity and transparency throughout its business operations.
100% Transparency Movement – UN Global Compact, Brazil Network
By joining the 100% Transparency Movement in 2025, VLI reaffirmed its dedication to transparency and integrity through concrete actions that go beyond regulatory requirements.
Data Privacy
Ethics and transparency are fundamental to all of VLI’s processes, including our data privacy practices. While using our website, we may collect personal data, but we remain fully committed to safeguarding your information through technical and administrative measures in line with the Brazilian General Data Protection Law (abbreviated as LGPD, in Portuguese).
Risk Management
VLI invests heavily in risk management to enhance control mechanisms and ensure the sustainable growth of the business. The operations within our value chain, along with other critical processes, are continuously and systematically monitored.
We have developed a Corporate Risk Management Policy, providing guidelines for the effective management of risks associated with the business and operations. Additionally, we have established preventive measures and response strategies to address potential incidents that could negatively impact the company, its subsidiaries, and affiliates.
This policy outlines key principles and responsibilities for risk management across all operational and business processes, enabling risk identification, assessment, mitigation, and monitoring.
Our Corporate Risk Management department continuously improves processes to proactively prevent and mitigate risks that could impact our corporate strategy, workforce, environment, communities, reputation, and overall business performance.
The risks monitored by VLI are divided into four categories:
Strategic
Risks that are linked to strategic objectives and decision-making by management, which could directly affect the business’s growth, valuation, and long-term viability.
Financial
Risks related to the company’s ability to maintain sufficient liquidity for its objectives, access credit, or respond to market conditions.
Compliance
Risks associated with potential legal or regulatory sanctions, financial or reputational loss due to non-compliance with laws, regulations, the code of conduct, governance best practices, and relationships with external authorities.
Operational
Risks related to the consistency and adequacy of information systems, adherence to procedures, execution of administrative activities, and controls of VLI’s operations in general.