ULTRAPAR HOLDINGS INC | CIK:0001094972 | 3

  • Filed: 5/4/2018
  • Entity registrant name: ULTRAPAR HOLDINGS INC (CIK: 0001094972)
  • Generator: QXi
  • SEC filing page: http://www.sec.gov/Archives/edgar/data/1094972/000119312518152913/0001193125-18-152913-index.htm
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  • ifrs-full:DisclosureOfRelatedPartyExplanatory

     

     

    a. Related Parties

     

    Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:

     

      Loans   Commercial transactions
      Assets   Liabilities   Receivables(1)   Payables(1)
                   
    Oxicap Indústria de Gases Ltda. -   -   -   1,489
    Química da Bahia Indústria e Comércio S.A. -   2,946   -   -
    ConectCar Soluções de Mobilidade Eletrônica S.A. -   -   1,067   31
    Refinaria de Petróleo Riograndense S.A. -   -   -   22,199
    Others 490   1,239   -   -
                   
    Total in 2017 490   4,185   1,067   23,719

     

     

      Loans   Commercial transactions
      Assets   Liabilities   Receivables(1)   Payables(1)
                   
    Oxicap Indústria de Gases Ltda. -   -   -   1,534
    Química da Bahia Indústria e Comércio S.A. -   2,946   -   -
    ConectCar Soluções de Mobilidade Eletrônica S.A. -   -   7,259   5,820
    Refinaria de Petróleo Riograndense S.A. -   -   -   18,186
    Others 490   1,326   -   -
                   
    Total in 2016 490   4,272   7,259   25,540

     

    (1)Included in “trade receivables” and “trade payables,” respectively.

     

      Commercial transactions
      Sales and services   Purchases
    Oxicap Indústria de Gases Ltda 6   18,108
    Refinaria de Petróleo Riograndense S.A. -   1,004,030
    ConectCar Soluções de Mobilidade Eletrônica S.A. 7,239   859
    Total in 2017 7,245   1,022,997

     

      Commercial transactions
      Sales and services   Purchases
    Oxicap Indústria de Gases Ltda. 6   18,079
    Refinaria de Petróleo Riograndense S.A. -   958,007
    ConectCar Soluções de Mobilidade Eletrônica S.A. 13,329   1,424
    Total in 2016 13,335   977,510

     

     

     

      Commercial transactions
      Sales and services   Purchases
    Oxicap Indústria de Gases Ltda. 6   12,353
    Refinaria de Petróleo Riograndense S.A. -   615,014
    ConectCar Soluções de Mobilidade Eletrônica S.A. 18,205   -
    Total in 2015 18,211   627,367

     

    Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar Soluções de Mobilidade Eletrônica S.A. (“ConectCar”) refer to services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.k). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries, and its associates.

     

    b. Key executives

     

    The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.

     

    Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. In addition, the chief executive officer in office until October 2, 2017 was entitled to additional long term variable compensation, which was terminated with the succession of the chief executive officer announced by the Company in June, 2017. Further details about the Deferred Stock Plan are contained in Note 8.c) and about post-employment benefits in Note 18.b).

     

    The Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:

     

      2017   2016   2015
               
    Short-term compensation 45,477   40,306   37,759
    Stock compensation 1,399   5,427   6,126
    Post-employment benefits 1,096   3,336   2,936
    Termination benefit 8,794   -   -
    Long-term compensation (6,459)   2,473   2,302
    Total 50,307   51,542   49,123

      

    c. Deferred Stock Plan

     

    On April 27, 2001, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a benefit plan to members of management and employees in executive positions in the Company and its subsidiaries. On November 26, 2003, the EGM approved certain amendments to the original plan of 2001 (the “Deferred Stock Plan”). In the Deferred Stock Plan, certain members of management of the Company and its subsidiaries have the usufruct of voting and economic rights of shares and the ownership of these shares is retained by the subsidiaries of the Company. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to seven years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapar’s executive officers to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. The fair value of the awards were determined on the grant date based on the market value of the shares on the B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five to seven years from the grant date.

     

    The table below summarizes shares granted to the Company and its subsidiaries’ management:

     

    Grant date Balance of number of shares granted   Vesting period   Market price of shares on the grant date (in R$ per share)   Total grant  costs, including taxes   Accumulated recognized grant costs   Accumulated unrecognized grant costs
                           
    March 13, 2017 100,000   2022 to 2024   67.99   9,378   (1,327)   8,051
    March 4, 2016 190,000   2021 to 2023   65.43   17,147   (5,339)   11,808
    December 9, 2014 570,000   2019 to 2021   50.64   39,814   (20,849)   18,965
    March 5, 2014 83,400   2019 to 2021   52.15   5,999   (3,906)   2,093
    November 7, 2012 199,998   2017 to 2019   42.90   18,309   (15,937)   2,372
    December 14, 2011 40,000   2016 to 2018   31.85   5,272   (5,042)   230
    November 10, 2010 -   2015 to 2017   26.78   9,602   (9,602)   -
      1,183,398           105,521   (62,002)   43,519

     

    In 2017, the amortization in the amount of R$ 11,752 (R$ 18,372 in 2016 and R$ 16,935 in 2015) was recognized as a general and administrative expense.

     

    The table below summarizes the changes of number of shares granted:

     

    Balance on 12/31/2015 1,727,264
    Shares granted on March 4, 2016 190,000
    Shares vested and transferred (417,192)
    Balance on 12/31/2016 1,500,072
    Shares granted on March 4, 2017 100,000
    Forfeiture of granted shares due to termination of executive employment (143,333)
    Shares vested and transferred (273,341)
    Balance on 12/31/2017 1,183,398

     

    In addition, on April 19, 2017, Ultrapar’s Shareholders approved a new incentive plan based on shares ("Plan"), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, to directors or employees of the Company or its subsidiaries under its direct or indirect control.

     

     

    Management may be appointed to participate in this new plan (statutory or designated, except members of the Board of Directors of the Company) or employees in executive positions of the Company or its subsidiaries under its direct or indirect control (“Participants”), subject to the provisions of each program. The Board of Directors or the Personnel and Organization Committee, appointed to advise them on the administration of the Plan (“Committee”), as the case may be, shall indicate, through the incentive programs in shares (“Program”), the Participants that will have the usufruct on the shares issued by the Company and the concession of shares issued by the Company. As a result of the Plan, common shares representing at most 1% of the Company's share capital may be delivered to the Participants, which corresponds, at the date of approval of this Plan, to 5,564,051 common shares.

     

    The Board of Directors approved the 1st Restricted stock program and the 1st Restricted stock and performance program, as follows:

     

    Program Grant date   Balance of number of shares granted   Vesting period   Market price of shares on the grant date (in R$ per share)   Total grant costs, including taxes   Accumulated recognized grant costs   Accumulated unrecognized grant costs
                               
    Restricted October 1, 2017   120,000   2023   76.38   12,642   (527)   12,115
    Restricted and Performance November 8, 2017   46,270   2020 to 2022   76.38   5,901   (257)   5,644
                               
          166,270           18,543   (784)   17,759

     

    In 2017, a general and administrative expense in the amount of R$ 784 was recognized in relation to the Plan.