Ultrapar Participacoes S A : Corporate Governance Presentation
January 25, 2023 at 02:56 am IST
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ULTRAPAR PARTICIPAÇÕES S.A.
Corporate Governance
January-February 2023
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Executive summary
Consistent corporate governance track record
Pioneer in good governance practices
Entry into Novo Mercado in 2011
Longstanding track record of respecting shareholders
Leadership renewal / succession
Renewal of 89% of the directors and first-level leaders since 2019
Succession process on the Board of Directors to be concluded in 2023
Alignment of interests
ESG journey
✓ Entry of Marcos Lutz into the Shareholders'
✓ Update of the material topics in 2021
Agreement
✓ Disclosure of public ESG commitments in
✓ Stock plan program extended to a 10-year
Mar/2023
vesting period
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Consistent corporate governance track record
2023
2019 - 2022
2011
2007
2002
2000
1999
90's
80's
70's
30's to 60's
Completion of the Board of Directors succession process
Renewal of the Board of Directors - more diversity (gender, experience, age)
Review of the Company's portfolio - divestments of Oxiteno, Extrafarma and ConectCar
Succession at the executive level and start of the succession process for the Chairman of the Board
New corporate governance structure after joining Novo Mercado
Separation of the role of CEO and Chairman of the Board of Directors
Variable compensation linked to EVA (Economic Value Added) performance
Corporate restructuring - Ultrapar becomes owner of 100% of all its businesses
1st Brazilian Company to grant 100% tag along rights to all shareholders
1st Brazilian Company to carry on simultaneous IPOs in B3 and NYSE
ADR level III - the highest standard of transparency and disclosure
Key executives joined the controlling shareholders (founding family)
Transformation of a privately-held Company into a listed Company
1st stock ownership program, turning key executives into shareholders
Divestment of non-core businesses, focusing on businesses with long-term competitive advantages
Beginning of the implementation of professional management in the Company
Foundation of Ultragaz by Ernesto Igel - family-owned company
Growth of Ultragaz and expansion to several other businesses
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Consistent corporate governance track record
One share, one vote
Election of Board members through a slate of candidates
2-yearterm
Any candidate for the Board of Directors, supported by the Company or not, will be guaranteed the same treatment and publicity benefits in an election
Specialized advisory committees in relevant matters
Board of Directors
Current composition of the Board of Directors¹
60% of independent members 20% of women at the Board
Conflict of Interests and Related Party
Transaction Policy
Wording review in May/21
Applicable to all employees
Recent corporate policy updates
Code of Ethics and Anti-corruption Policy
Wording review in Dec/21, in force as of Mar/22
Addition of themes related to HSE, data privacy, social networks and D&I
Corporate Nomination Policy
Wording review in Nov/22
Applicable to the Board members, its advisory bodies and the Executive Board
¹ Data: December 2022
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Leadership renewal / succession
2019
2020
2021
2022
CEO
CFO
Ultragaz CEO
Ultracargo CEO
Ipiranga CEO
Maintenance
Renewal
People in leadership positions¹
53
6
9
From outside
the Company
47
89%
21
Internal
renewal
promotion
17
Movement
within Ultrapar
Since 2019
CEO
CFO
Ultragaz
Ultracargo
Ipiranga
Marcos Lutz
Rodrigo Pizzinatto
Tabajara Bertelli
Décio Amaral
Leonardo Linden
¹ Statutory directors, business directors and executive managers reporting directly to statutory directors; Data: December 2022
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Disclaimer
Ultrapar Participações SA published this content on 24 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2023 21:25:28 UTC.
Ultrapar Participações S.A. specializes in gas distribution. Net sales (including intragroup)break down by activity as follows:
- distribution of fuels and lubricants (81.4%; Ipiranga): activity ensured, at the end of 2020, through a network of 7,090 service stations in Brazil;
- distribution of liquefied petrol gas (9.1%; Ultragaz);
- manufacturing of chemical products (6.4%; Oxiteno): ethylene oxide, alcohols fat, products of specialties, etc.;
- distribution of pharmaceutical products (2.4% ; Extrafarma);
- logistics services (0.6%; Ultracargo): especially transport and storage services;
- other (0.1%).
Brazil accounts for 97.7% of net sales.