Corporate Governance G4-34
To support the vision of the future that intends to make Oxiteno a world reference in surfacing and its applications, the need to evolve the company's operational model was identified. The Evolution Project was then designed to increase regional focus without losing sight of global optimizations, accelerating growth in Mexico and the United States; leverage strategic management and institutional representation in the regions; to prepare the company for the future keeping the focus focused on innovation and customer relationships; and develop succession planning, including training future leaders at various levels of the company.
In February 2017, the boards that made up the new structure of Oxiteno Administration and Control, Technology and Operational Excellence, Marketing and Innovation, Human Resources, USA, MAC (Mexico, Andean and Caribbean) and Mercosur were created, created and adjusted to meet the company's strategic challenges.
Global structures have come to support all regions with unique strategy, vision and policies. They are also responsible for activities capable of generating scope or scale advantages, as well as managing risk and protecting the company from major threats. The regions, in turn, have gained more autonomy in decision making and can make the necessary customizations to their context of operation.
The restructuring added new concepts for the organization, widely discussed in various forums throughout the year, involving a clearer definition of roles and responsibilities. It also included the formalization of new processes, the change of mindset and a new way of working. The process has given rise to opportunities in a number of areas - some have been reorganized, others have gained new responsibilities or scope, and about 80% of new positions have been taken over by Oxiteno employees. There was also a review of some functions and the structuring of new positions.
* Independent directors.
** New structure in force since February 2018.
*** Took the position in January 2018. 1 On May 2, 2018, Ultra announced succession to the chairmanship of the Board of Directors. Pedro Wongtschowski took over as Chairman of the Board succeeding Paulo Guilherme Aguiar Cunha, who became Chairman Emeritus of the Council. Lucio de Castro Andrade Filho took the position of vice-chairman of the Board of Directors.
In the market since 1973, Oxiteno is a privately held corporation, part of the multinational company Ultrapar Participações S.A., which operates in retail, specialized distribution (Ipiranga / Ultragaz / Extrafarma) and storage for liquid bulk (Ultracargo). G4-7
Ultra is a publicly traded company with shares traded on B3 (Brasil, Bolsa, Balcão) and the New York Stock Exchange (NYSE). The holding is listed in the New Market segment, for voluntarily adopting benchmark corporate governance standards, and also integrates B3's Carbon Efficient Index (ICO2).
Oxiteno reports quarterly its performance to the members of Ultra's Board of Directors. The Managing Director of Oxiteno is a member of the Executive Board, composed of the Superintendents of Finance and Investor Relations and other Ultra businesses (Extrafarma, Ipiranga, Ultracargo and Ultragaz), the Human Capital Board and the Risks Board, Compliance and Auditing.
Ultra's Leadership Renewal
The planned succession process is performed regularly in the management of Ultra and its business. In October 2017, the new CEO of the company, Frederico Curado, took over. With solid executive experience, he replaced Thilo Mannhardt, who was responsible for strategic moves to strengthen and expand the company.
In the first half of 2018, Paulo Guilherme Aguiar Cunha continued the process of his succession on the Board of Directors after serving as president of the company until 2006 and chairman of the Board of Directors since 1998. In recognition of his dedication and contribution over 50 years in Ultra, Paulo G. A. Aguiar was elected President Emeritus of the Board.
To occupy the position of chairman of the Board of Directors at Ultra, Pedro Wongtschowski was appointed, who until then occupied the position of vice-chairman of the collegiate and who has been at Ultra since 1985. The position of vice-chairman was then occupied by Lucio de Castro Andrade Filho.
Governance Sustainability
Sustainability is one of the key foundations of Ultra and its business. On a day-to-day basis, this commitment materializes thanks to a culture that values information transparency, financial soundness, business ethics and the value of citizenship. Ultra defines the general guidelines that must be observed by all businesses, and each company, among them Oxiteno, maintains its own policies, according to the specificities of its markets.
The Ultra Sustainability Model covers five pillars - Safety, Environment, People, Products and Services and Value Chain - and has 28 performance and management indicators, in line with corporate sustainability guidelines. The KPIs (monitoring and performance indicators) monitor actions, and the data is part of Ultra's decision matrix. A sustainability committee brings together managers from all businesses, including Oxiteno, and is responsible for periodically monitoring and promoting business sustainably.
As part of the continuous improvement of sustainability actions, Ultra is part of the B3 Efficient Carbon Index (ICO2) portfolio, composed of public companies that have accepted the invitation to adopt transparent practices regarding their emissions. It also participates in the research of the Carbon Disclosure Program (CDP), an international organization that encourages and provides a global system for companies and cities to manage, disclose and share information about the environment, and also participates in Guia Exame de Sustentabilidade, in the Top ranking Melhores da Dinheiro and in the Bovespa business index, since 2007.
In 2017, the global sustainability area linked to the Technology and Operational Excellence Board was also restructured. Working in a horizontal manner, involving all areas of Oxiteno, the department has the mission of meeting stakeholders' demands, as well as leverage, together with other areas, the management of material issues for the company, considering the risks and opportunities, and best practices. Oxiteno's material topics, also called priority ones, include nine issues related to innovation, safety, people management and environmental management, among others - are also correlated to the five pillars of the Ultra Sustainability Model (read more in Oxiteno's Material Topics).
Oxiteno's controlling shareholder, Ultra is part of the Carbon Efficient Index portfolio (ICO2), of B3.
Ultra's Sustainability Guidelines
To value the culture of citizenship and business ethics.
Ensure the integrity of the corporate governance model, especially the treatment and transparency of relevant information and the continuous management of risks and opportunities.
Maintain and improve financial capacity, flexibility and operational excellence, in order to minimize vulnerability to economic variations, seeking growth opportunities in each of our segments.
Guide the offer of products and services to the needs and expectations of customers and consumers.
Maintain active representation in the class associations and a transparent relationship with the public agencies, in order to improve and strengthen the business.
Maintain state of readiness, awareness and education for the permanent valuation of economic, environmental and social sustainability.
Support, disseminate, promote and integrate into the organizational culture the principles of the UN Global Compact, related to Human Rights, Labor Rights, Protection of the Environment and Combating Corruption in all its forms.
To value the employees by stimulating the professional growth and the quality of life, improving the conditions and the work environment.
To act, selectively, as an agent of evolution of the neighboring communities and society, through initiatives of dissemination of culture, education and social inclusion.
Adopt policies to maintain excellence in health, safety and environmental standards.
Identify, control and mitigate the risks inherent to the business, continuously, through policies and practices of risk management and crisis management, in the operational, regulatory, environmental, fiscal, judicial and social fields.
Promote the management of greenhouse gases of companies, aiming to mitigate our effects on climate change.
Prepare periodic sustainability reports, considering their economic, environmental and social dimensions.
Oxiteno's material topics
G4-19, G4-20, G4-21
The following infographic presents the material topics of Oxiteno, important aspects for the management of sustainability in the organization. In each topic its public, the Objects of Sustainable Development (SDG) and the goals of the SDG are identified.
Research and development investments are at the heart of Oxiteno's strategy. A constant search for solutions aligned to the macro trends, that attend to clients, involving initiatives of co-creation, and with the objective of reducing the socio-environmental impact.
Oxiteno's audience
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SDG and related goals
Oxiteno is recognized for developing eco-efficient products and faces the challenge of launching products with high performance, less impact and cost equivalent to traditional materials.
Oxiteno's audience
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SDG and related goals
Many products present risks during manufacturing or use, so Oxiteno has the daily commitment to add safety to the production process and guide employees and customers to the correct handling of these products.
Oxiteno's audience
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SDG and related goals
A cross-cutting tool for sustainability issues, it includes the dissemination of initiatives and dialogue with employees, suppliers, customers and other stakeholders. It is an attitude of transparency to provide qualified information about products, impacts, benefits and challenges.
Oxiteno's audience
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- CF
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SDG and related goals
The chemical industry uses natural resources, so Oxiteno seeks to reduce its impacts and promote reuse and recycling, priority issues of environmental management of the company. Priority is also given to the use of renewable or biodegradable materials.
Oxiteno's audience
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- Ac
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SDG and related goals
Oxiteno guarantees and promotes a safe work environment. It invests in risk management and behavioral aspects, reinforcing the culture of safe attitude and responsible behavior, and ensuring the health and safety of employees and industrial processes.
Oxiteno's audience
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SDG and related goals
Oxiteno promotes, among suppliers, compliance with legal requirements and good practices that guarantee protection of human and labor rights, ethics, health and safety - of people and the environment.
Oxiteno's audience
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SDG and related goals
The chemical sector is present in most segments, acting as a lever for other industries. Oxiteno also prioritizes the development of local companies and suppliers.
Oxiteno's audience
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SDG and related goals
The workforce is essential for the differentiation of Oxiteno, so investments are made in qualification and career management, attraction and retention, as well as the granting of benefits.
Oxiteno's audience
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SDG and related goals
Learn more about Oxiteno's value chain
In the path of sustainability
1992
Responsible performance
2002
ISO 14001 certification in the units of Brazil
2008
Ultra integrates the ISE, from B3
Beginning of the Greenhouse Effect (GHG) Gas Program
Beginning of Life Cycle Assessments (LCA)
2009
Participation in Carbon Disclosure Project (CDP)
Life Cycle Assessments (LCA) Studies
Member of Roundtable on Sustainable Palm Oil (RSPO)
2011
Product Certification – ECOCERT
Greenformance Platform
Participation of ISE's portfolio
2012
Ecovadis Evaluation
TfS Auditing (Together for Sustainability)
Customer Demands
Goal Setting for 2020
Creation of the Ultra Sustainability Committee
2013
Entry into the Brazilian Business Network of Life Cycle Assessment (LCA)
Defining the pillars of the Ultra Sustainability Model
Platform of indicators
Launch of Ultra Guidelines
2014
ACI Sustainability Committee (American Cleaning Institute)
Oxiteno undergoes customer audit
Oxiteno's First Sustainability Report
Definition of the materiality matrix 2015
2016
Oxiteno receives RSPO certification
ACI Report (American Cleaning Institute)
9 completed LCA studies of finished products
Responsible Sourcing
Restructuring of GRI indicators
2017
ABIQUIM Committee
13 completed LCA studies
Area structuring
RSPO certification in the units of Mexico and Uruguay
Responsible Performance Certification in the units of Brazil
Ultra defines the general guidelines that must be observed by all businesses, and its companies maintain their own policies, according to the specificities of their markets.
Ethics and transparency G4-56
Oxiteno adopts Ultra's Ethics and Compliance Program, one of the tools used to disseminate its ethical values, raise awareness and educate employees about corruption, nonconformities in business and unethical behavior.
Ultra's corporate policies go through constant updates and improvements, with new regulatory and legal approaches. In 2017, the Code of Ethics and Anti-Corruption Policy (which guides and regulates the guidelines of the so-called Clean Company Law, No. 12,846, published in 2013, and other international anti-corruption guidelines) has been revised and all employees occurred in the first quarter of 2018. Ultra also implemented a new Compliance, governance structure, which started to have specific management in all businesses, with the purpose of ensuring compliance with the guidelines of its Ethics and Compliance Program, strengthening internal controls, communication and trainings.
Also in 2017 Compliance Culture Diagnosis was started, which aims to verify the progress of the management of the topic in the Organization, to evaluate its business units and corporate areas, as well as to identify the activators of risk behaviors in its employees. With the results obtained, the Company is able to develop new tools and thus keep the program always consistent with its corporate principles, guidelines and ethical responsibilities.
The governance of the Ethics and Compliance Program is the responsibility of the Conduct Committee, which directly reports to the Board of Directors. The committee is formed by an independent president and the Superintendency of Finance and IR, Controllership, Corporate Legal and Risk, Compliance and Audit, which also coordinates the program activities. In order to integrate the various governance bodies, representatives of the Conduct Committee meet with the president, the Audit
Training is also part of the Ethics and Compliance Program. Tenders with Public Agents, Relations with Public Agents and Competitive Compliance were the topics of the training carried out during the year.
Ultra's open channel
Available to all audiences, the Ultra Complaints Channel can be accessed through the portal www.canalabertoultra.com.br or by calling 0800-7017172, accessible only for calls originated in Brazil. Operated by an outside and independent company, in the course of 2017, 238 reports were received, of which 51% were considered relevant. All complaints and guidelines are treated confidentially and cleared by the Compliance team with reporting to the Conduct Committee - a body linked to Ultra's Board of Directors.
RISK MANAGEMENT
Ultra has continuously evolved its risk management and has specific governance to conduct the topic in all its businesses. Based on an Integrated Risk Matrix, approved by the Board of Directors in 2016, the discussion in the top management is carried out in a systemic and standardized way among all businesses, broadening its vision and understanding of Ultra's main risks.
Since 2017, the systematization of risk analysis has been ongoing with a detailed discussion with the management teams to identify mitigation scenarios and plans. It is then consolidated with the business director and, later, with Ultra's Board of Directors and Board of Directors, thus reinforcing the culture of transparency and shared responsibility.
The Corporate Risks area also aims to permeate and develop the risk management culture at all levels of the Company and, therefore, seeks to present the results obtained in the various operational and administrative forums of each business, as well as in the Fiscal Council.
Ultra's Complaint Channel can be accessed through the portal www.canalabertoultra.com.br and through telephone 0800-7017172, available for calls originated in Brazil.