Ultra’s management is driven by a solid structure of governance for meeting the interests of the shareholders and investors and to create value for clients, employees and society, focusing on the profitability and longevity of the businesses over the long term.

In line with best practices, 67% of the directors of Ultra’s Board of Directors are independent. The Company also guarantees all its shareholders equal political and economic rights (one share one vote) as well as 100% tag along rights. The latter guarantees minority shareholders the right to receive 100% of the value per share by tagging along with the controlling shareholder in the event of sale of a controlling interest.

The managers of Ultra’s businesses are also shareholders, receiving variable compensation in return for meeting growth targets according to Economic Value Added – EVA criteria, an indicator used by the Company internally since 2001. This tool ensures that the company invests in profitable businesses which are not only profitable or have a positive EBITDA but also offer returns above the cost of capital and always with corporate sustainability in mind.

The employees also have an important role to play in the commitment to the Company’s growth and to ethics in the businesses. In this context, Ultra is constantly revising its governance to be at the forefront of best management practices.

In 2017, two changes were made to Ultra’s governance: in May, Pedro Wongtschowski took over the position of Vice Chairman of the Board of Directors and in October, Frederico Curado was appointed as the Company’s new Chief Executive Officer.

Note: On May 02, 2018, Ultra announced the leadership succession for the Board of Directors. Pedro Wongtschowski took on as chairman of the board in succession to Paulo Guilherme Aguiar Cunha, who has become chairman emeritus of Ultra’s Board of Directors. Lucio de Castro Andrade Filho assumed the position of Vice Chairman of the Board.

The functions of Ultra’s Board of Directors, Fiscal Council and Executive Board may be accessed from the website.

In 80 years of history, Ultra has worked on the basis of solid corporate governance aligned to the characteristics of each business and in accordance with the principles of the Code of Ethics and corporate policies. The Ethics and Compliance Program is one of the tools that the Company uses to disseminate its ethical values, raise awareness and educate its more than 16 thousand employees on aspects of corruption, non-compliance in the businesses and anti-ethical behaviors.

Corporate policies at Ultra are subject to constant updating and improvements in the light of regulatory and legal changes. In 2017, the Code of Ethics and Anti-Corruption Policy (which orientates and regulates the guidelines of the so-called Clean Company Law 12.846, published in 2013, and other international guidelines for combatting corruption) were revised and circulated to all employees in the first quarter of 2018. Ultra also implemented a new structure for compliance governance and the responsibility of specific managerial areas in all the businesses. The structure is designed to ensure adherence to the guidelines of the Company’s Compliance and Ethics Program, reinforcing the internal controls, communication and training.

Again in 2017, the Company began a Culture of Compliance Diagnosis. This will examine the status of the theme in the Organization, evaluate its business units and corporate areas as well as identify activators of risk behavior among its employees. With the results, the Company will be able to develop new tools for maintaining the program’s coherence with corporate principles, guidelines and ethical responsibilities.

The governance of the Compliance and Ethics Program is the responsibility of the Conduct Committee, which reports directly to the Board of Directors. The committee is chaired by an independent president and made up of representatives from the Chief Financial and IR Officer’s, Financial Control, Corporate Legal and Risks, Compliance and Audit departments, and is also responsible for coordinating the program’s activities. Representatives from the Conduct Committee meet with the president, the Audit Committee and the Board of Directors to ensure the integration of the various agencies of governance as well as to exchange information and initiatives and in this way strengthening Ultra’s structure of controls.

In 2017, Ultra’s Code of Ethics and the Anti-Corruption Policy were updated, and a new structure of compliance governance implemented, reinforcing the Company’s commitment to integral conduct in the businesses

Training, engagement and auditing

Following the launch of the Corporate Competition policy in 2016, a series of training sessions were held in 2017 on the theme for the commercial business areas and for the resellers. Among the issues covered are concepts, penalties and case studies involving companies and executives punished for practicing illicit acts with practical cases which relate to the daily routine of the employee. The training sessions are all conducted in a didactic fashion with guidance already validated by the legal areas of each company.

Ultra also worked the theme of conflict of interests with its employees through the O Conflito film which shows how initially what might appear to be a minor conflict of interests can turn into a major problem. The outcome for one of the characters in the film is shown in storytelling format which blends the testimony of the actor with images of the film.

The training and communication initiatives endeavor to spotlight the behavioral aspect by promoting engagement, one of the principal themes of the program. Another pillar of the Compliance and Ethics Program is controls and monitoring, carried out by the Internal Audit jointly with the internal controls areas of each of the respective business segments. During the year, thousands of reputational investigations were conducted on partners and third parties interacting with the businesses. Several specific internal controls were implemented, and a systemic review of all payments made by Ultra concluded, surpassing more than 1.4 million transactions.

Ultra has been continually developing its risk management activities and has specific governance for the theme in the Company. Based on an Integrated Risks Matrix, approved by the Board of Directors in 2016, discussion at senior management level is conducted systemically and on a standardized basis among all the businesses, broadening the vision and understanding of the principal risks.

Since 2017, the systematization of risk analysis begins with a detailed debate with the management teams for identifying scenarios and plans for mitigation. The analysis is then consolidated at the management level of each business and subsequently with Ultra’s Executive Board and Board of Directors, thus reinforcing the culture of transparency and shared responsibility.

The Corporate Risks area also seeks to disseminate and develop the risk management culture at all levels of the Company and to present the results through the various operational and administrative forums of each business as well as at Fiscal Council level.