esper

ULTRAPAR PARTICIPAÇÕES S.A.

INTERNAL BYLAWS OF THE CONDUCT COMMITTEE

SUMMARY

EXHIBIT I - DEFINITIONS ......................................................................................... 9

1. DUTIES

1.1. Ultra Group's Conduct Committee ("Committee") is a non-statutory and permanent body, created by resolution of the Board of Directors, subject to the

applicable laws and regulations (the "Regulation"), in particular Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão, the Company's Bylaw and this Internal

Bylaws ("Bylaws").

1.2. The Committee aims to promote respect, compliance and improvement of the ethical principles that guide decisions and the legitimacy and improvement of the

conduct of Ultra Group's employees and partners, as well as to monitor compliance with Ultrapar's Code of Ethics ("Code of Ethics"), having as main duties:

  • a) manage the application of the Code of Ethics, its guidelines and related policies;

  • b) supervise the application and effectiveness of the Code of Ethics principles;

  • c) review and approve the Ethics and Compliance Program and supervise its application, in order to ensure compliance;

  • d) propose and evaluate new policies associated with the Code of Ethics, as well as propose changes to it and to the associated policies currently in force;

  • e) monitor investigations carried out by the Risk, Audit and Compliance Committee;

  • f) recommend the appropriate disciplinary, administrative or judicial measures, related to a subject within its authority, to be adopted by Ultra Group's bodies, as well as decide on the need to report the matter to the Risk and Audit Committee or the Board of Directors of the Company for additional measures that may be applicable;

  • g) formally report the Committee's resolutions to the Board of Directors in the most relevant cases;

  • h) share the annual reports with the Risk and Audit Committee and the Board of Directors describing their activities and those of the Ethics and

Compliance Program, without prejudice to extraordinary reports, whenever necessary; and

i) answer questions about the application or interpretation of the Code of

Ethics provisions, the policies adopted by Ultra Group and, in the areas of its authority, the law and the Bylaws.

1.3. In exercising its powers, the Committee must comply with and enforce this

Bylaws, and its members must exercise their roles respecting the duties of loyalty and diligence and keep the confidentiality of the information they have access.

2. ORGANIZATION AND COMPOSITION

2.1. The Committee shall be composed of a Chairman and at least 4 (four) members, all elected by the Board of Directors of the Company, including necessarily the Risk, Audit and Compliance Officer, the Legal Officer and an independent member.

2.1.1. Members of the Committee will remain in office until they are removed or replaced.

2.1.2. The position of member of the Committee cannot be delegated, and must be exercised with due regard for the duties of loyalty, diligence and confidentiality, as well as in order to avoid any conflict situations that may affect the interests of the Company and its shareholders.

2.1.3. Members of the Committee shall maintain an impartial posture in the performance of their activities and shall, above all, be proactive in the pursuit of constant improvement of ethical behavior, as well as respect the rules and principles established in the Code of Ethics, the applicable legislation, the Bylaws, the policies adopted by Ultra Group (in particular, the Corporate Policy of Conflict of Interest, the Corporate Anti-Corruption Policy and the

Competitive Corporate Policy), this Bylaws and the best market practices, always respecting the values and principles adopted by Ultra Group.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Ultrapar Participações SA published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 February 2021 03:33:07 UTC.