Over nearly eight decades, the performance of Ultra 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, which is guided by the alignment of interests between shareholders and managers committed to contributing to the creation of value, is one of the main factors for the consistent expansion and the continued profitability in its businesses.
The leaders at Ultra are also shareholders of the company, through its stock plan. To achieve increasing levels, their variable compensation is established based on performance and value creation criteria, according to economic value growth targets (Economic Value Added - EVA®) used since 2002. This methodology ensures that the company invests in businesses that not only possess profitability and a positive EBITDA, but also returns above the cost of capital, including the corporate sustainability aspects of the project.
Ultra has always had an important ally in the capital markets to facilitate the company’s growth, serving not only as a source of funds for investments, but as a promoter of development and consolidation of a culture of shared responsibility, based on meritocratic management and the alignment of interests.
In constant evolution
Since its initial public offering (IPO), Ultra has been improving its corporate governance practices, being the first Brazilian company to grant 100% tag along rights to all shareholders. The tag along guarantees minority shareholders the right to receive 100% of the value per share received by the controller in the event of a sale of the controlling stake In addition, as of 2007, we adopted the segregation of CEO position, occupied since 2013 by Thilo Mannhardt, and Chairman of the Board of Directors, under the responsibility of Paulo Guilherme Aguiar Cunha.
In 2011, Ultra established its new corporate governance structure, further aligning 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 EU directives in corporate governance, in addition to following the terms established by the Novo Mercado, in some cases at levels above those required by its rules.
100%
tag along rights to all shareholders – the first Brazilian company to grant such rights
67%
of board members are independent
Ownership Structure
¹ Investment funds headquartered in United Kingdom (according to the Notice of Relevant Shareholding Interest informed by the related funds)
Good practices
Ultra is a founding member of the Latin American Corporate Governance Roundtable Companies Circle, a group of companies committed to foster good corporate governance practicies in Latin America.
In June 2015, the company joined the MSCI Global Sustainability Index Series, one of the main references in indexes that consider environmental, social and corporate governance aspects in the selection of assets.
Ethics and conduct
Ultra concluded a new version of its Code of Ethics in the end of 2014. The document brings together the principles of conduct for all members of the company, extending even to selected representatives of the external audience.
Other initiatives in support of business ethics that based many meetings and internal trainings in 2015 were (i) the joint launch of Ultra’s Compliance Program and the new Corporate Policy Anticorruption, developed in accordance with the provisions of Federal Law No. 12,846, of August 2013, which deals with punitive measures in combating corporate corruption, and (ii) the renewal of the Disclosure and Trading Policy of Securities, prepared in accordance with the best practices accessible here. With the purpose of evolving corporate governance practices in conduct and controls, proactively seeking to maintain an ethical environment and the integrity of our transactions, the area responsible for Internal Auditing was upgraded , in December, becoming the Auditing and Compliance Executive, which, supported by the Conduct Committee, will report directly to the CEO.
Renewal
In order to establish an increasingly plural and solid company to face existing challenges and new contexts, Ultra renewed a part of the Board of Directors and made changes in the Executive Board in 2015.
Paulo Lazera stepped down from his executive duties at Ultra, remaining as a shareholder and consultant, sharing his knowledge in the pharmaceutical retail industry. To continue Extrafarma’s expansion strategy, the Board of Directors decided to appoint André Covre to assume the position of Chief Executive Officer of Extrafarma and hire Andre Pires de Oliveira Dias to succeed Covre as Chief Financial and Investor Relations Officer.
Since April 2015, the Board of Directors has four new independent members: Alexandre Gonçalves Silva, Carlos Tadeu da Costa Fraga, Jorge Marques de Toledo Camargo and José Maurício Pereira Coelho. The new directors brought experience and expertise from areas and companies that are similar or complementary to Ultra, providing a renewed vision that contributes to the constant evolution of the company. The Board currently consists 67% of independent members, according to the independence criteria established by BM&FBovespa, while the Novo Mercado rules and our bylaws require 20% and 30% of independent directors, respectively.
Executive Board:
1. Leocadio de Almeida Antunes Filho - 2. Thilo Mannhardt - 3. André Pires de Oliveira Dias - 4. Pedro Jorge Filho - 5. João Benjamin Parolin - 6. Ricardo Isaac Catran - 7. André Covre.
Ultra’s Organization Chart
Management
* Independent board members
1 Member who left the position in April/16
2 Member who assumed the position from April/16