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Related Parties
12 Months Ended
Dec. 31, 2020
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. (1)

-

 

2,875

Routeasy Serviços de Assessoria Logística Ltda. (2)

2,334

 

-

Others (1)

490

 

836

Total as of December 31, 2020

2,824

 

3,711

 

 

Loans

 

Assets

 

Liabilities

Química da Bahia Indústria e Comércio S.A. (1)

-

 

2,875

Others (1)

490

 

1,050

Total as of December 31, 2019

490

 

3,925

 

(1) Loans contracted have indefinite terms and do not contain remuneration clauses.

(2) The loans contracted have a term of 36 months and can be extended by mutual agreement between the parties being remunerated by the DI plus a premium of 3% p.a.


 

 

Commercial transactions

 

Receivables (1)

 

Payables (1)

 

Sales and
services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

 

 1,772

 

 471

 

 19,077

 

Refinaria de Petróleo Riograndense S.A.

 

 65,215

 

 

 314,587

 

ConectCar Soluções de Mobilidade Eletrônica S.A.

 151

 

 104

 

 3,062

 

 154

 

LA’7 Participações e Empreend. Imob. Ltda. (a)

 

 

 

 

 1,613

Chevron (Thailand) Limited

 166

 

 6

 

 

 759

 

Chevron Brasil Oleos Basicos LTDA

 

 6

 

 

 

Chevron Latin America Marketing LLC

 118

 

 

 

 

Chevron Lubricants Lanka PLC

 3

 

 

 

 

Chevron Lubricants Oils S.A.

 823

 

 

 

 

Chevron Marine Products

 1,873

 

 

 

 

Chevron Oronite Brasil LTDA.

 

 37,482

 

 

 108,198

 

Chevron Products Company

 

 87,754

 

 

 247,578

 

Chevron Belgium NV

 

 785

 

 

 6,707

 

Chevron Petroleum CO Colombia

 1

 

 

 

 

Total as of December 31, 2020

 3,135

 

 193,124

 

 3,533

 

 697,060

 

 1,613

 

 

Commercial transactions

 

Receivables (1)

 

Payables (1)

 

Other payables

 

Sales and
services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

-

 

 1,545

 

-

 

 1

 

 18,565

 

-

Refinaria de Petróleo Riograndense S.A.

-

 

 264,602

 

-

 

-

 

 1,019,108

 

-

ConectCar Soluções de Mobilidade Eletrônica S.A.

 739

 

 113

 

-

 

 7,385

 

 121

 

-

LA’7 Participações e Empreend. Imob. Ltda. (a)

-

 

 124

 

-

 

-

 

-

 

 1,477

Chevron (Thailand) Limited

 1,333

 

 5,177

 

 

 

 90,912

 

Chevron Brasil Oleos Basicos LTDA

 

 

 6

 

 

 6,336

 

Chevron Latin America Marketing LLC

 86

 

 6

 

 

 13

 

 506

 

Chevron Lubricants Lanka PLC

 

 

 285

 

 

 

Chevron Lubricants Oils S.A.

 58

 

 

 

 42

 

 

Chevron Marine Products

 506

 

 

 

 104

 

 

Chevron Oronite Brasil LTDA.

 1,193

 

 

 

 345

 

 

Chevron Products Company

 

 16,302

 

 

 

 212,915

 

Chevron Belgium NV

 

 2,119

 

 

 

 15,019

 

Chevron Petroleum CO Colombia

 

 

 7

 

 30

 

 

Total as of December 31, 2019

 3,915

 

 289,988

 

 298

 

 7,920

 

 1,363,482

 

 1,477

 

 

Commercial transactions

 

 

Sales and
services

 

Purchases

 

Expenses

Oxicap Indústria de Gases Ltda.

 

6

 

9,032

 

-

Refinaria de Petróleo Riograndense S.A.

 

-

 

1,008,860

 

-

ConectCar Soluções de Mobilidade Eletrônica S.A.

 

3,844

 

186

 

-

LA’7 Participações e Empreend. Imob. Ltda. (a)

 

-

 

-

 

1,469

Total as of December 31, 2018

 

3,850

 

1,018,078

 

1,469

 

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

 

(a) Refers to rental contracts of 15 drugstores owned by LA’7 as of December 31, 2020 and 2019, 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 operations of 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, therefore, no provision for expected losses on accounts receivable or guarantees are recorded. Guarantees provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 16.j

 

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 20.b.

 

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

 

 

2020

 

2019

 

2018

Short-term compensation

47,936

 

41,659

 

36,504

Stock compensation

4,786

 

9,881

 

1,407

Post-employment benefits

2,866

 

2,640

 

2,278

Termination benefit

-

 

-

 

905

Total

55,588

 

54,180

 

41,094

 

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 members are not eligible to participate in the stock plan. The fair value of the awards was 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 4, 2016

 380,000


2021 to 2023


 32.72


 17,147

 

(14,076

)

 3,071


December 10, 2014

 266,660


2021


 25.32


 28,405

 

(26,726

)

 1,679


March 5, 2014

 55,600


2021


 26.08


 5,999

 

(5,951

)

 48


 

 702,260


 


 


 51,551

 

(46,753

)

 4,798



In 2020, the amortization in the amount of R$ 2,360 (R$ 10,321 in 2019 and R$ 3,922 in 2018) was recognized as a general and administrative expense.

 

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

 

Balance on December 31, 2018

 

1,700,128


Shares vested and transferred

 

(475,604

)

Balance on December 31, 2019

 

1,224,524


Cancellation of granted shares due to termination of executive employment

 

(200,000

)

Shares vested and transferred

 

(322,264

)

Balance on December 31, 2020

 

702,260



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 11,128,102 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


 240,000


2023


38.19


 12,642

 

(6,848

)

 5,794

Restricted and performance

November 8, 2017


 23,674


2021 to 2022


38.19


 2,723

 

(1,852

)

 871

Restricted and performance

April 4, 2018


 121,720


2021 to 2023


34.35


 8,451

 

(5,522

)

 2,929

Restricted

September 19, 2018


 80,000


2024


19.58


 3,691

 

(810

)

 2,881

Restricted

September 24, 2018


 80,000


2024


18.40


 2,030

 

(761

)

 1,269

Restricted and performance

April 3, 2019


 469,872


2022 to 2024


23.25


 20,900

 

(9,573

)

 11,327

Restricted

September 2, 2019


 440,000


2025


16.42


 9,965

 

(2,215

)

 7,750

Restricted and performance

April 1, 2020


 754,896


2023 to 2025


12.53


 18,653

 

(3,584

)

 15,069

Restricted

September 16, 2020


 700,000


2026


23.03


 22,236

 

(1,235

)

 21,001

 

 


 2,910,162


 


 


 101,291

 

(32,400

)

 68,891


In 2020, a general and administrative expense in the amount of R$ 12,664 was recognized in relation to the Plan (R$ 12,893 in 2019 and R$ 6,001 in 2018).

 

Balance on December 31, 2018

 

739,952


Shares granted on April 3, 2019

 

567,876


Shares granted on September 2, 2019

 

440,000


Cancellation of granted shares due to termination of executive employment

 

(9,168

)

Balance on December 31, 2019

 

1,738,660


Shares granted on April 1, 2020

 

877,788


Shares granted on September 16, 2020

 

700,000


Cancellation of granted shares due to termination of executive employment

 

(353,294

)

Cancellation of performance shares

 

(52,992

)

Balance on December 31, 2020

 

2,910,162


 

The information above was adjusted restrospectively as disclosure in Note 25.a