Governance

Boards and Directors The Board of Directors is composed of up to eleven members, who meet regularly on the dates scheduled in the annual calendar, at least once every quarter, and extraordinarily whenever necessary. The term of office for the Directors is two years, with the possibility of re-election. Currently, the Board of Directors is composed of five members. The Board of Directors must, among other duties, define and monitor the Company’s policies and strategies, oversee the actions of the Executive Board, and decide on relevant matters involving the Company’s business and operations. It is responsible for the election and removal of members of the Executive Board and may also, if necessary, create special committees for its advisory.

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The compensation practice we maintain aligns with short, medium, and long-term interests through the Strategy Management Cycle, in which the goals established through strategic and budget planning are broken down, performance is monitored, and results are evaluated, establishing performance-based compensation. Compensation is defined based on market studies conducted every two to three years by specialized compensation consultancies and is approved by the Chairman of the Board of Directors.

The Audit Committee’s function is to assist the Board of Directors in monitoring and controlling the quality of Financial Statements, internal controls, risk management, and Compliance, as well as the results of internal audits and investigations, with the main duties being: reviewing the financial statements and other public information about the operational performance and financial situation of the CSN Group companies, reviewing the management’s statements in the quarterly and annual information, requesting information from CSN’s management, the Risk and Compliance Department, and external auditors about the Company’s situation regarding the adequacy and effectiveness of its internal controls. According to the standards of the Security Exchange Commission (SEC) for companies listed on the New York Stock Exchange (NYSE), the CSN Audit Committee is composed of three independent members, elected by the Board of Directors, with a two-year term, with the possibility of re-election.

This is an advisory body to the Board of Directors and not statutory, composed of at least three members, all elected by the Board of Directors, with a two-year term. The Audit Committee should assist the Company’s Board of Directors in monitoring and controlling the quality of Financial Statements, internal controls, risk management, and Compliance, as well as the results of internal audits and investigations, with the main duties being: reviewing and evaluating the Financial Statements and other public information about the Company’s operational performance and financial situation, and reviewing, considering, and recommending to the Board of Directors the appointment, compensation, hiring, and dismissal of an independent auditor to audit the Financial Statements, evaluate internal controls, and who cannot be hired as an external auditor if they have provided internal audit services to the Company in the past three years.

The participants of this Committee report analyses, recommendations, and decisions directly to the statutory Audit Committee. The Ethics Committee is an integral part of the Company’s Compliance Program and is responsible for its periodic review, in accordance with established norms, laws, regulations, policies, and guidelines, as well as the dissemination, training, review, and updating of the Code of Ethics and the application of corrective measures to identified violations. It is composed of members from the Compliance, Legal, Internal Audit, and Human Resources areas, who may invite other areas to participate, according to the discussion agenda.

CSN Group has developed its own governance structure for sustainability agenda topics, ensuring the cross-cutting analysis of risks and opportunities, the assessment of impacts according to the specificities of each business segment, and the enhancement of synergies within its integrated business model. The guidelines for this approach are outlined in the Sustainability Policy, updated in 2023 and approved by the Board of Directors.

This management model provides the Board of Directors with clear inputs to establish strategic guidelines and make decisions on economic, social, and environmental issues that impact the Company’s business. Decision-making by the highest governance body is supported by the ESG Committee, which holds biannual meetings with publicly available minutes presented to the CVM (Brazilian Securities and Exchange Commission), accessible on the Company’s Investor Relations website.

The Committee is composed of executives and leaders from CSN Group who carry out a collegiate and multidisciplinary assessment of the development of the ESG strategy, as well as the risks and opportunities associated with material topics.

This ongoing work is organized into eight thematic groups, in which the ESG Ambassadors participate—employees with technical knowledge on the relevant topics and CSN Group operations. These groups are: (1) Climate Change & Air, (2) People, (3) Water and Effluents, (4) Circular Economy, (5) Occupational Health and Safety, (6) Compliance, Governance, and Value Chain, (7) Territories, and (8) Biodiversity and Ecosystem Services. Monthly, according to a pre-defined calendar, meetings are held between the committee members and the ambassadors of each group. The goal is to foster greater engagement around each topic, discussing the main risks, challenges, and opportunities, with a focus on developing strategic projects. In 2023, the ESG committee recorded a 66% participation rate in the monthly meetings.

Its objective is to minimize the effects of a crisis or adopt preventive measures for events that may trigger a crisis with impacts on employees, operations, transactions, financial results, and the company’s reputation.

It is composed of members dedicated to ensuring the implementation of the world’s best practices in the management of existing dams. The committee seeks to ensure the best governance and redundancy in the analysis of all aspects related to dam management. This committee includes representatives from the technical areas of engineering, geology, projects, as well as representatives from the legal, sustainability, and the Company’s Executive Board. Items related to dams and waste piles are discussed from technical, legal, and socio-environmental aspects, such as: monitoring of dams and waste piles; analysis of results and data processing; management and operation; discussion, monitoring, and execution of the Emergency Plan (PAEBM).

This Committee is committed to ensuring the health and safety of employees and promoting safe behavior. They are: Corporate and Directive Occupational Health and Safety Committee; Central Safety Committee – Business Unit; Leadership Committee and Working Groups for Regulatory Standards – NRs (10, 12, 13, 20, 33, and 35).

Seeks the continuous improvement of the Environmental Management System, as well as detecting and preventing possible environmental impacts.

An advisory body to support the CEO, which aims to analyze, validate, and prioritize the CSN Group’s investment projects.

This is an advisory committee to support CSN Inova Ventures, which aims to analyze, validate, and prioritize the group’s venture capital investment projects.

Created in August 2018, the CSN Communities Committee aims to build a permanent relationship channel between CSN Mineração and the community. This forum is used to discuss and clarify matters of common interest and provide greater interaction and transparency between the company’s processes and the daily life of the city of Congonhas. It is composed of 23 members, including representatives from communities, NGOs, Civil Society, municipal public authorities, among other highly representative members of the Municipality of Congonhas and nearby regions, and CSN Mineração. Meetings are held bimonthly.