Sustainability

Environmental, Social and Governance

Corporate Governance

Corporate Governance +

União Química believes that solid and meritocratic governance, oriented towards creating long-term value, facilitates access to capital and contributes to the growth and sustainability of businesses. União Química's Corporate Governance System is based on four basic principles, in accordance with the Code of Best Practices for Corporate Governance (IBGC): transparency; equity; accountability; and corporate responsibility.

Organizational Structure of Governance +

The structure of União Química's corporate governance system is composed of a Shareholders' Council, Board of Directors, Fiscal Council, Statutory Board, Committees and the Governance Secretariat. The Corporate Governance system operates in accordance with the best market practices in order to ensure that its processes are aligned with the governance guidelines established by the Board of Directors.

Administration and Board +

The purpose of the Management Bodies is to look after the best interests of União Química, taking into account the interests of the shareholders and other agents with which the company and its subsidiaries interact, aiming at the perpetuity of the business.

Board of Directors +

The company has established a Board of Directors, composed of eight (8) members elected at a General Meeting, with a unified three-year term of office. The Board's duties are established by the Bylaws and applicable legislation. It is a collegiate decision-making body responsible for establishing general business policies and guidelines, including the company's long-term strategy, control and performance monitoring.

Paula Melo

Chairman of the Board of Directors

Election date: April 13, 2022 | Term end: 3 years | Consecutive terms: 1

Miguel Giudicissi Filho

Full Member of the Board of Directors

Election date: April 13, 2022 | Term end: 3 years | Consecutive terms: 1

Roberto Cornette Marques

Full Member of the Board of Directors

Election date: April 13, 2022 | Term end: 3 years | Consecutive terms: 1

Jose Luiz Junqueira Simões

Full Member of the Board of Directors

Election date: April 13, 2022 | Term end: 3 years | Consecutive terms: 1

Dorothea Werneck

Full Member of the Board of Directors

Election date: April 13, 2022 | Term end: 3 years | Consecutive terms: 1

Marcos Prado Troyjo

Independent Member of the Board of Directors

Election date: September 30, 2022 | Term end: 3 years | Consecutive terms: 1

Fernando Cornette Marques

Member of the Board of Directors

Election date: September 30, 2022 | Term end: 3 years | Consecutive terms: 1

Rui Willig

Independent Member of the Board of Directors

Election date: September 30, 2022 | Term end: 3 years | Consecutive terms: 1

Aline Lobato

Full Member of the Board of Directors

Election date: June 5, 2024 | Term end: 3 years | Consecutive terms: 1

Supervisory Board +

Geraldo Thadeu Pedreira dos Santos

Full Member

Graduated as a dentist from the School of Pharmacy and Dentistry of Alfenas of the Federal University of Alfenas (UNIFAL-MG - 1969), Mr. Geraldo also has a postgraduate degree in periodontics from the University of Santo Amaro (UNISA-OSEC - 1980). In the last five years, in addition to acting as a Fiscal Advisor of the Company, he served as an advisor to the Board of Directors of Correios (2018).

Rostyslav Volodymyrovich Tronenko

Full Member

A graduate in Literature from Taras Shevchenko University in 1984, Mr. Rostyslav holds a Master's degree in Political Science from the Diplomatic Academy of Ukraine, attached to the Ministry of Foreign Affairs of Ukraine (2006), and has 35 years of experience in the field of International Relations. In 2005, he was appointed Extraordinary and Plenipotentiary Ambassador of Ukraine to the Portuguese Republic. In 2010, he was appointed Director-General of the II Territorial Department of the Ministry of Foreign Affairs of Ukraine, responsible for bilateral relations with countries in Western Europe and the Americas. In 2012, he received the position of Extraordinary and Plenipotentiary Ambassador of Ukraine to the Federative Republic of Brazil, a position he held until 2021. Currently, he gives lectures in the academic field.

Juarez Raniero Fonseca

Full Member

Mr. Juarez is a businessman and has been working for the last five years in the agribusiness sector in Brazil.

Ricardo Gus Maltz

Alternate Member

With a degree in Economics from the Pontifical Catholic University of Rio Grande do Sul (PUC/RS – 1984), Mr. Ricardo holds a Master's degree in Business Management from the Getúlio Vargas Foundation (FGV-EBAPE RJ – 2011), and a postgraduate degree and an MBA in Finance and Business Management, also from the Getúlio Vargas Foundation (FGV-EPGE – 2010). Over the past five years, he has had the following professional experiences: (i) member of the Fiscal Council of Arezzo Indústria e Comércio S.A. since May 2018, and (ii) managing partner of Legati Consultoria em Gestão Empresarial since 1995.

Pierre Francois Roulet

Alternate Member

Mr. Pierre holds a degree in Business Administration with an emphasis in Marketing and Finance from Fundação Getúlio Vargas (FGV – 1980) and an MCF from IMD Business School in Lausanne (1993), as well as participation in the Board Development Program of Fundação Dom Cabral (2017). In the last five years, he has had the following professional experiences: (i) consulting for Artivinco (2013-2017), (ii) consulting for Partner Consulting (2018-present), (iii) consulting for Grupo Santa Maria (2018-present), and (iv) founding partner of Ville la Rochelle Espaço Boutique de Eventos (2020-present).

Alexandre Ribeiro Meyer Pflug

Alternate Member

Graduated in Physical Education from Faculdade Metropolitanas Unidas (2001), Mr. Alexandre, for the last five years, has served as director of the quality of life division, between 2013 and 2018, and as superintendent, from 2018 to the present, of SESI – Serviço Social da Indústria de São Paulo.

Advisory Committees +

The Company has 3 (three) technical and advisory committees, as provided for in the sole paragraph of article 16 of the Bylaws, whose function is to provide support and technical advice to the Board of Directors, established as of July 6, 2022:

1. Operational Excellence Technical and Advisory Committee - aims to monitor metrics and indicators related to operational excellence, thus ensuring the safety of production capacity in the face of demands, ensuring increased revenue and continuous improvement of operations, raising the level of compliance.

2. Technical and Advisory Committee for Excellence in Innovation - whose purpose is to consolidate the strategies of the areas involved in defining the pipeline, development and launch, seeking metrics to improve assertiveness and related deadlines;

3. Technical and Advisory Committee for Excellence in Sales - its purpose is to monitor the activities of the sales sector so that it can measure the performance of the sales area in relation to the national pharmaceutical market.

Associations, Certifications and Recognitions +

União Química has been a member of the Brazilian Institute of Corporate Governance (IBGC) since February 3, 2020, with the aim of supporting and encouraging best corporate governance practices with the national and international reference institute. https://www.ibgc.org.br/

In 2022, União Química was certified with the WOB Seal (Women on Board), an independent initiative that aims to value and publicize the existence of corporate environments with women on boards of directors or advisory boards, to demonstrate the benefits of this diversity to the business world and society.

União Química was ranked 4th in the ranking of the best companies in Brazil in terms of Corporate Governance, according to the Época NEGÓCIOS 360º Yearbook. The Época NEGÓCIOS 360º Yearbook is produced in technical partnership with Fundação Dom Cabral, based on the evaluation of the best companies in Brazil in six management dimensions: financial performance, corporate governance, people, innovation, vision of the future and sustainability.

The commitment to good corporate governance practices ensured that União Química obtained the “AA” credit risk rating, with a stable outlook, issued by the international risk agency Fitch Ratings, in addition to obtaining registration as a category “B” securities issuing company with the Securities and Exchange Commission (CVM).

Compliance +

União Química is committed to transparency, ethics, combating corruption, and good corporate governance practices, with integrity being an integral part of its business and guiding all employees and third parties who interact with the company.

To that end, it established its Union for Integrity program – Ethics at the heart of our culture – which aims to foster and consolidate an ethical, integral, and sustainable organizational culture, as well as prevent, detect, and respond to practices of corruption, fraud, irregularities, and other misconduct. The program is structured around nine pillars, with the commitment of senior management being an indispensable and permanent condition for fostering an ethical culture and respect for the law.

In order to guarantee the effectiveness of the Union for Integrity, the company bases its actions on its Code of Ethics, Anti-Corruption Policy and Anti-Money Laundering Policy, which serve as reference guidelines for all employees, suppliers and partners of the organization, establishing the principles and standards that define the operating practices of União Química, delimiting ethical and moral parameters.

The company also has an Ethics Hotline, an important source of information for identifying deviations related to the Code of Ethics, policies, standards, company procedures, and legislation. The hotline also aims to manage signals related to fraud and misconduct for corporate risk control. It allows for balancing the benefits for the company and its employees, as well as providing a formal approach to identifying, documenting, and addressing complaints and reports, ensuring that all reports are identified, analyzed, and managed appropriately.

Reports of violations of these principles can be made by employees, third parties, clients, or stakeholders through the following channels:

I. Telephone 0800 601 8698 (Ethics Channel União Química); or 0800 900 9003 (Women's Channel – Todos por Todas);
II. Website www.contatoseguro.com.br/uniaoquimica ; or www.contatoseguro.com.br/uqtodosportodas (Women's Channel - All for All);
III. "Secure Contact" mobile application (Android / iOS);
IV. Email: compliance@uniaoquimica.com.br