Business Context and Reporting Period
Company: ULTRAPAR HOLDINGS INC.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of October 2024
Date Filed: October 28, 2024
Subject: Corporate Policy on Conflict of Interest and Transactions with Related Parties
This filing discloses the updated internal governance policy establishing guidelines for handling conflicts of interest and ensuring transparency in transactions between Ultrapar Participações S.A. ("Ultrapar"), its subsidiaries ("Grupo Ultra"), and related parties. The policy applies to shareholders, partners, employees, and external business partners.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance disclosure and contains no financial performance data or balance sheet metrics.
Material Changes
The filing outlines the formal adoption of specific thresholds and procedures for approving transactions with related parties, categorized by the nature of the counterparty:
- Transactions with Associates or Joint Ventures: Require Executive Board approval if exceeding R$ 50 million per operation or R$ 600 million per 12-month term.
- Transactions with Other Related Parties: Require Executive Board approval if exceeding R$ 10 million per operation or R$ 100 million per 12-month term. Transactions exceeding R$ 50 million per operation or R$ 600 million per 12-month term require Board of Directors approval.
- Ordinary Transactions: Routine operational transactions follow ordinary bylaws unless specific governance exceptions apply.
Guidance, Outlook, and Risks
Management Commentary: The policy emphasizes that all transactions must be conducted in the best interest of Grupo Ultra, adhering to market conditions, equal treatment, and economic justification. It mandates written formalization and competitive bidding where possible.
Risks and Contingencies:
- Conflict of Interest: Defined as situations where personal interests affect independence. Employees must immediately report potential conflicts to the Integrity area or their manager.
- Prohibited Conduct: Direct subordination of relatives is prohibited. Employees cannot hold significant stakes in competitors or executive roles in related companies without prior approval.
- Whistleblower Protection: An "Open Channel" (canalabertoultra.com.br) is available for anonymous reporting of policy violations, with strict prohibitions against retaliation.
Outlook: The filing does not provide financial guidance or future business outlook.
Key Facts for Investor Verification
- The filing is a governance update, not a financial report; no financial results are included.
- Specific monetary thresholds (in BRL) now dictate the level of corporate approval required for related-party transactions.
- Ultrapar has established a formal mechanism for anonymous reporting of conflicts of interest and policy violations.
- Transactions with related parties must be disclosed annually to the Audit and Risk Committee in compliance with CVM and SEC regulations.