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Related Parties | 12 Months Ended
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Dec. 31, 2018
Text block [abstract] |
Related Parties |
8. | Related Parties
a. | Related Parties
Balances and transactions between the Company and its subsidiaries and between 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 |
|  | Assets |  |  | Liabilities |
Química da Bahia Indústria e Comércio S.A. |  |  | — |  |  |  | 2,925 |
Others |  |  | 490 |  |  |  | 1,146 |
Total as of December 31, 2018 |  |  | 490 |  |  |  | 4,071 |
|  | Loans |
|  | Assets |  |  | Liabilities |
Química da Bahia Indústria e Comércio S.A. |  |  | — |  |  |  | 2,946 |
Others |  |  | 490 |  |  |  | 1,239 |
Total as of December 31, 2017 |  |  | 490 |  |  |  | 4,185 |
Loans agreements have indeterminate terms and do not contain interest clauses. These are carried out due temporary excess or necessity cash of the Company, its subsidiaries, and its associates.
|  | Commercial transactions |
|  | Receivables(1) |  |  | Payables(1) |  |  | Sales and services |  |  | Purchases |  |  | Expenses |
Oxicap Indústria de Gases Ltda. |  |  | — |  |  |  | 567 |  |  |  | 6 |  |  |  | 9,032 |  |  |  | — |
Refinaria de Petróleo Riograndense S.A. |  |  | — |  |  |  | 24,630 |  |  |  | — |  |  |  | 1,008,860 |  |  |  | — |
ConectCar Soluções de Mobilidade Eletrônica S.A. |  |  | 1,042 |  |  |  | 136 |  |  |  | 3,844 |  |  |  | 186 |  |  |  | — |
LA’7 Participações e Empreend. Imob. Ltda. (a) |  |  | — |  |  |  | 117 |  |  |  | — |  |  |  | — |  |  |  | 1,469 |
Total as of December 31, 2018 |  |  | 1,042 |  |  |  | 25,450 |  |  |  | 3,850 |  |  |  | 1,018,078 |  |  |  | 1,469 |
|  | Commercial transactions |
|  | Receivables(1) |  |  | Payables(1) |  |  | Sales and services |  |  | Purchases |  |  | Expenses |
Oxicap Indústria de Gases Ltda. |  |  | — |  |  |  | 1,489 |  |  |  | 6 |  |  |  | 18,108 |  |  |  | — |
Refinaria de Petróleo Riograndense S.A. |  |  | — |  |  |  | 22,199 |  |  |  | — |  |  |  | 1,004,030 |  |  |  | — |
ConectCar Soluções de Mobilidade Eletrônica S.A. |  |  | 1,067 |  |  |  | 31 |  |  |  | 7,239 |  |  |  | 859 |  |  |  | — |
LA’7 Participações e Empreend. Imob. Ltda. (a) |  |  | — |  |  |  | 125 |  |  |  | — |  |  |  | — |  |  |  | 2,300 |
Total as of December 31, 2017 |  |  | 1,067 |  |  |  | 23,844 |  |  |  | 7,245 |  |  |  | 1,022,997 |  |  |  | 2,300 |
|  | Commercial transactions |
|  | Sales and services |  |  | Purchases |  |  | Expenses |
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 |  |  |  | — |
LA’7 Participações e Empreend. Imob. Ltda. (a) |  |  | — |  |  |  | — |  |  |  | 2.478 |
Total as of December 31, 2016 |  |  | 13,335 |  |  |  | 977,510 |  |  |  | 2.478 |
(1) | Included in “domestic trade receivables” and “domestic trade payables,” respectively.
(a) | Refers to rental contracts of 15 drugstores owned by LA’7 (16 drugstores in 2017), a company of the former shareholders of Extrafarma that are current shareholders of Ultrapar.
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. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no estimated losses or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 15.k. 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. Further details about the Deferred Stock Plan are contained in Note 8.c and about post-employment benefits in Note 19.b. The Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:
|  | 12/31/2018 |  |  | 12/31/2017 |  |  | 12/31/2016 |
Short-term compensation |  |  | 36,504 |  |  |  | 45,477 |  |  |  | 40,306 |
Stock compensation (*) |  |  | 1,407 |  |  |  | 1,399 |  |  |  | 5,427 |
Post-employment benefits |  |  | 2,278 |  |  |  | 1,096 |  |  |  | 3,336 |
Long-term compensation (**) |  |  | — |  |  |  | (6,459 | ) |  |  | 2,473 |
Termination benefit |  |  | 905 |  |  |  | 8,794 |  |  |  | — |
Total |  |  | 41,094 |  |  |  | 50,307 |  |  |  | 51,542 |
(*) | Includes the reversal of expenses for the forfeiture of granted shares due to termination of executive employment (see Note 8.c).
(**) | The chief executive officer in office until October 2, 2017 was entitled to additional long-term variable compensation. This contract was terminated with the succession of the chief executive officer.
c. Deferred Stock Plan Since 2003, Ultrapar has adopted a stock plan in which the executive has the usufruct of shares held in treasury until the transfer of the full 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 volume of shares and the executives eligible are determined by the Board of Directors, and there is no mandatory annual grant. The total number of shares to be used in the plan is subject to the number of shares in treasury. Ultrapar’s Board of Directors does not have a stock plan. The fair value of the awards were determined on the grant date based on the market value of the shares on the 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 |  |  |  | (2,920 | ) |  |  | 6,458 |
March 4, 2016 |  |  | 190,000 |  |  |  | 2021 to 2023 |  |  |  | 65.43 |  |  |  | 17,147 |  |  |  | (8,252 | ) |  |  | 8,895 |
December 9, 2014 |  |  | 400,000 |  |  |  | 2019 to 2021 |  |  |  | 50.64 |  |  |  | 27,939 |  |  |  | (19,376 | ) |  |  | 8,563 |
March 5, 2014 |  |  | 83,400 |  |  |  | 2019 to 2021 |  |  |  | 52.15 |  |  |  | 5,999 |  |  |  | (4,925 | ) |  |  | 1,074 |
November 7, 2012 |  |  | 76,664 |  |  |  | 2017 to 2019 |  |  |  | 42.90 |  |  |  | 16,139 |  |  |  | (15,599 | ) |  |  | 540 |
December 14, 2011 |  |  | — |  |  |  | 2016 to 2018 |  |  |  | 31.85 |  |  |  | 4,832 |  |  |  | (4,832 | ) |  |  | — |
|  |  | 850,064 |  |  |  |  |  |  |  |  |  |  |  | 81,434 |  |  |  | (55,904 | ) |  |  | 25,530 |
In 2018, the amortization in the amount of R$ 3,922 (R$ 11,752 in 2017 and R$ 18,372 in 2016) was recognized as a general and administrative expense. The table below summarizes the changes of number of shares granted:
Balance on December 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 December 31, 2017 |  |  | 1,183,398 |
Forfeiture of granted shares due to termination of executive employment |  |  | (216,666 | )
Shares vested and transferred |  |  | (116,668 | )
Balance on December 31, 2018 |  |  | 850,064 |
In addition, on April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) of 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, in periods of three to six years, to directors or employees of the Company or its subsidiaries. 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 table below summarizes the restricted and performance stock programs:
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 |  |  |  | (2,634 | ) |  |  | 10,008 |
Restricted and performance |  |  | November 8, 2017 |  |  |  | 37,938 |  |  |  | 2020 to 2022 |  |  |  | 76.38 |  |  |  | 4,988 |  |  |  | (1,523 | ) |  |  | 3,465 |
Restricted and performance |  |  | April 9, 2018 |  |  |  | 92,038 |  |  |  | 2021 to 2023 |  |  |  | 68.70 |  |  |  | 12,028 |  |  |  | (2,363 | ) |  |  | 9,665 |
Restricted |  |  | September 19, 2018 |  |  |  | 80,000 |  |  |  | 2024 |  |  |  | 39.16 |  |  |  | 4,321 |  |  |  | (180 | ) |  |  | 4,141 |
Restricted |  |  | September 24, 2018 |  |  |  | 40,000 |  |  |  | 2024 |  |  |  | 36.80 |  |  |  | 2,030 |  |  |  | (85 | ) |  |  | 1,945 |
|  |  |  |  |  |  | 369,976 |  |  |  |  |  |  |  |  |  |  |  | 36,009 |  |  |  | (6,785 | ) |  |  | 29,224 |
In 2018, a general and administrative expense in the amount of R$ 6,001 was recognized in relation to the Plan (R$ 784 in 2017). The table below summarizes the changes of the number of restricted and performance shares granted:
Balance on December 31, 2017 |  |  | 166,270 |
Shares granted on April 9, 2018 |  |  | 103,592 |
Shares granted on September 19, 2018 |  |  | 80,000 |
Shares granted on September 24, 2018 |  |  | 40,000 |
Forfeiture of granted shares due to termination of executive employment |  |  | (19,886 | )
Balance on December 31, 2018 |  |  | 369,976 |

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