Over more than eight decades, Ultrapar has been characterized by, among other aspects, the commitment to good corporate governance practices and financial soundness, resulting from rigorous discipline in capital allocation. The Company’s solid governance structure is guided by the alignment of interests between the shareholders and commitment of the management to contribute to value creation.
New Market
Since 2011, Ultrapar has been part of the B3 New Market segment, a listing segment with the most advanced corporate governance practices. In order to comply with the New Market rules, the Company must follow a series of rules related to the governance structure and the shareholders’ rights.
Click here for more information on this segment.
Conversion to 100% of common shares
In 2011, Ultrapar established its new corporate governance structure, aligned with shareholders’ interests, through the conversion of preferred shares into common shares at a ratio of 1 to 1. Its Bylaws provide mechanisms inspired by the European directives in corporate governance, in addition to following the terms established by the New Market, in some cases at levels above those required by its rules.
Alignment of interest between the executives of the Company and shareholders
Variable compensation linked to performance indicators
The leaders of Ultrapar have variable compensation, established based on EBITDA and operating cash flow goals defined for each business and for Ultrapar, in addition to individual goals associated with the businesses’ operational and commercial performance, people development, projects, and at least 1/3 of the individuals goals (or 10% of the total) linked to ESG goals, always taking into account the Strategic Plan approved by the Board of Directors.
Stock ownership plan
The Company’s executives are also shareholders of Ultrapar through its stock plan. Currently, stock programs are linked to the executive’s length of stay at the Company, his/her performance and the generation of business value (Economic Value Added – EVA), in line with the Company’s Strategic Plan. The Board of Directors defines the amount of shares to be granted to the executives.
For more information, access Item 8 of the Reference Form (Portuguese only) or item 6.B. of 20-F.
Tag along
Since its initial public offering (IPO), Ultrapar has been improving its corporate governance practices, being the first Brazilian company to grant 100% tag along rights to all shareholders, in which all shareholders receive the same value per share paid to the controller (if this is the case) in the event of a sale of the controlling stake.
Mandatory tender offer in the event of relevant acquisition
Ultrapar’s Bylaws establish, to 100% of the Company’s shareholders, a mandatory public tender offer in the event of a shareholder, or a group of shareholders acting in concert, that acquire or become holders of 20% of the company’s shares, by the highest price per share paid by the buyer in the previous six months, adjusted by the SELIC rate.
Integrity Program
Ultrapar’s Integrity Program is part of the commitment to promoting a healthy business environment, open to dialogue and governed by integrity and transparency in relationships.
Guided by the Code of Ethics, whose guidelines are approved by the Board of Directors and supervised by the Conduct Committee, the Integrity Program focuses on people and behavior, and promotes communications and training that are considered daily dilemmas, based on Ultrapar’s policies topics, such as combating corruption, good competition practices, conflicts of interest, combating harassment and discrimination.
Integrated Risk Management
Ultrapar’s risk management follows the guidelines of the Corporate Risk Management Policy, approved by the Board of Directors, which establishes the main aspects to be monitored and the mitigation instruments, as well as the roles and responsibilities of those involved in the process. It is an integrated model, which includes specific businesses management and the management of priority issues by Ultrapar’s senior leadership.
The themes are positioned in the Risk Matrix according to their level of impact and vulnerability, being categorized into five families: strategic and sustainability, financial, cybernetic, operational and integrity.
Internal Audit
Ultrapar’s internal audit performs financial and operational audits, according to the annual plan approved by the Audit and Risks Committee. By monitoring and verifying Ultrapar’s processes and internal controls, it contributes to improvements in risk management, updating the risk map and the Integrity Program.
The area also analyzes the effectiveness of the internal controls environment for the certification of the Sarbanes-Oxley Act (SOX), required for companies listed in the North American market.