ULTRAPAR HOLDINGS INC

Foreign Filer Report • Jun 19, 2009

6-K 1 dp13844_6k.htm FORM 6K

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

For the month of June, 2009

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.

(Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar

São Paulo, SP, Brazil 01317-910

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes No X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM
1.	Minutes
of the meeting of the Board of Directors held on June 17 th ,
2009

Item 1

ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ n R 33.256.439/0001- 39 NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (06/2009)

Date, Time and Location:

June 17th, 2009, at 2:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luiz Antônio, n r 1343 – 9 th floor, in the City and State of São Paulo.

Attendance:

Members of the Board of Directors, duly signed.

Discussed and approved matters:

| 1. | The members
of the Board of Directors analyzed the strategic positioning proposal of
Ipiranga, the Company’s business unit in the fuels distribution
segment. |
| --- | --- |
| 2. | The Board of
Directors approved the hiring by the Company of KPMG Auditores
Independentes to audit the Financial Statements for the fiscal year 2009,
under the terms presented by the Company's Board of
Executives. |
| 3. | The members
of the Board of Directors approved the amendment to the “Code of Ethics”,
adopted as a reference for behavior standards in the Company and its
subsidiaries, in accordance with the text in the Attachment
I. |

Observations : The deliberations were approved by all the Board Members present, except for Board Member Renato Ochman, who abstained from voting.

As there were no further matters to be discussed, the meeting was closed, the minutes of this meeting were written, read and approved by all the undersigned members present.

Paulo Guilherme Aguiar Cunha – Chairman

Ana Maria Levy Villela Igel

Paulo Vieira Belotti

Olavo Egydio Monteiro de Carvalho

Nildemar Secches

Renato Ochman

Luiz Carlos Teixeira

ATTACHMENT I

CODE OF ETHICS

This Code of Ethics sets out the principles adopted by Ultrapar Participações S.A. (“Ultrapar”) and its subsidiaries (together denominated “Company”) as a reference for behavior standards, regardless of the country or region of operation.

Objectives of the Code of Ethics

| (i) | To reduce the
subjectivity of personal interpretations of ethical
principles; |
| --- | --- |
| (ii) | To formalize
and to institutionalize a reference for the professional behavior of the
employees of the Company, including the ethical administration of real or
apparent conflicts of interest, becoming a standard for the internal and
external relationship of the Company with its stakeholders, which are:
shareholders, clients, employees, partners, suppliers, service providers,
labor unions, competitors, society, government and the communities in
which the Company operates; |
| (iii) | To ensure
that the daily concerns with efficiency, competitiveness and profitability
do not override ethical behavior; and |
| (iv) | To ensure the
adoption of corporate sustainability practices. |

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

Scope

This Code applies to the members of the Board of Directors, members of the Fiscal Council, all employees and interns of Ultrapar and its subsidiaries, third-parties hired by the Company, hereinafter referred as “Professionals”.

Ethical Principles

In the exercise of his/her position or function, each Professional shall:

| (i) | Maintain a
posture of honesty, integrity, respect, loyalty, efficiency, transparency
and impartiality, which shall guide their relations with the Company and
its stakeholders; |
| --- | --- |
| (ii) | Do not engage
in transactions and activities that might compromise his/her professional
dignity or damage his/her public image as well as the image of
Ultrapar; |
| (iii) | Carry out
his/her professional activities with competence and diligence, seeking to
constantly improve his/her performance from a technical perspective, to
remain permanently up to date, and encourage all those involved in the
activity to adopt the same conduct; |
| (iv) | Behave
strictly in a professional and impartial manner in the treatment with the
public; |
| (v) | Base the
boss-employee relationship on mutual respect, honesty, dedication and
kindness, fostering a sound business environment and organizational
cohesion; |
| (vi) | Have a
behavior that leaves no room for discrimination or harassment, including
moral and sexual harassment, particularly in the boss-employee
relationship; and |
| (vii) | Seek to
maximize the value creation for the
Company. |

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

Labor Practices

In the relationship with colleagues and other Professionals and in the use of resources for the accomplishment of its activities, each Professional shall:

| (i) | Use
qualifications (for example, educational background, experience,
competence) as a basis for making decisions related to work
which affect employees and candidates, valuing the
diversity; |
| --- | --- |
| (ii) | Do not
exploit child and forced labor or slavery. Observe that such practice is
not applied to the relationship between the Company and its
stakeholders; |
| (iii) | Do not use
the influence inherent in his/her professional position to obtain favors
or personal services from subordinates; |
| (iv) | Promote a
cultural environment, through leadership, in which ethical conduct is
recognized, valued and taken as an example for all
employees; |
| (v) | Ensure that
the Company's activities are conducted considering the local community and
the environment, seeking to maximize the use of resources and minimize
eventual negative impacts from its operations; |
| (vi) | Ensure the
competent use of the company's assets and resources, avoiding damage,
inadequate handling, loss, theft or unauthorized
withdrawal; |
| (vii) | Inform, when
aware of, the improper use of the company’s resources, being intentional
damages to the work environment characterized as serious infraction;
and |
| (viii) | Adopt
irreproachable conduct related to any type of corruption in its
relationship with suppliers, clients, public agents or any other
stakeholder. |

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

Compliance with Laws, Rules and Regulations

Each Professional shall:

| (i) | Comply with
the laws and rules regulations applicable to the Company’s
businesses and to generally applicable commercial business
practices; |
| --- | --- |
| (ii) | Observe the
company policy with regard to unfair trade competition;
and |
| (iii) | Respect the
accounting principles, the laws and regulations for booking transactions
and issue precise financial reports that truly reflect the reality of the
Company. |

Obedience to the principles of the Law Against Unfair Trade Competition

The Law Against Unfair Trade Competition (Law N o . 8.884/94) is aimed at avoiding and restraining violations and infractions against economic order, particularly cartels, predatory pricing, pricing discrimination, etc.

Each Professional shall act strictly in observance to Law N o . 8.884/94, being forbidden quarrels related to:

| (i) | Combination
of prices with competitors; |
| --- | --- |
| (ii) | Division of
clients; |
| (iii) | Non-aggression
agreements; and |
| (iv) | Commercial
policies in general. |

Contacts with competitors and class associations should receive particular attention. If a Professional is involved in a doubtful situation, or one that is potentially in breach of the Law Against Unfair Trade Competition, he or she should immediately notify his or her superior, as well as the legal department.

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

Guarantee of Quality and of Proper Use of Information

Each Professional shall:

| (i) | Ensure that
all internal processes are subject to rigorous controls which shall
guarantee the precise accounting of the operations of the
Company, thus guaranteeing that all management decisions are based on
solid economic analyses, and that the physical and financial assets of the
Company are efficiently used; |
| --- | --- |
| (ii) | Maintain the
confidentiality of the information and activities relating to the work in
the area where he/she is employed, being forbidden the use of such
information in benefit of particular or third parties’
interests; |
| (iii) | Ensure the
veracity of the information that is disclosed internally or externally by
the Company aiming at a relationship of respect and transparency with its
stakeholders; |
| (iv) | Make sure
that all reports and documents filed with or submitted to the Comissão de
Valores Mobiliários, the United States Securities and Exchange Commission
or any other public regulatory authorities or any other public
communications shall include full, fair, accurate, timely and
understandable disclosure; and |
| (v) | Ensure that
all transactions registered in the Company’s books be precise, complete,
truthful and detailed, being dully supported by lawful documentation in
accordance with the Company’s internal procedures, applicable laws and
generally accepted accounting principles so as to ensure the quality of
the Company’s financial
statements. |

Use of Non-Public Information and Disclosure

Each Professional holding important information about the Company that has not been disclosed to the public shall:

| (i) | Maintain the
confidentiality of such information, except when disclosure is authorized
or legally mandated; |
| --- | --- |
| (ii) | Abstain
him/herself from buying or selling securities using important non-public
information obtained in the performance of their duties on behalf of the
Company and providing any such information so obtained to others;
and |
| (iii) | Adhere to the
policy on Material Information, which establishes
the procedure to be followed in relation to the
announcement of Material Information or Facts and with respect to the
trading of securities issued by Ultrapar, should the Professional occupy
any position exposed to privileged information about the
Company. |

Conflicts of Interest

Each Professional has the obligation to act in ethical and honest manner, leading his/her professional activities in accordance with the best interest of the Company.

Each Professional should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

Each Professional shall:

(i) Refuse, in the exercise of his/her professional activities, any type of financial aid, gratification, commissions, donations, or advantages of any kind for him/herself, family members or any other person;

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

| (ii) | Receive only
promotional gifts without commercial value; |
| --- | --- |
| (iii) | Consult with
his or her superior to accept invitations to events subsidized by
commercially related parties (suppliers, clients, service
providers); |
| (iv) | Properly
deploy the Company’s resources, intellectual property, time and
installations, including the access to the Internet, eliminating the
excessive, commercial, unproductive use or the use that adversely
compromises the image of the Company; and |
| (v) | When making
his/her personal investments, avoid conflicts of interest in relation to
the activities in which he/she is
engaged. |

Compliance with this Code of Ethics and notification of unethical behavior

In the event that an actual or apparent conflict of interest arises involving the personal or professional relationships or activities of a Professional, the Professional involved is required to handle with such conflict of interest in accordance with the ethical principles defined in this Code of Ethics.

It is the responsibility of each Professional to consult the Ethics Committee of Ultrapar, defined below, regarding (i) any action that may involve a conflict of interest and (ii) in any case of doubt as to the most appropriate behavior in situations provided for under this Code of Ethics.

Furthermore it is the responsibility of each Professional to immediately notify Ultrapar’s Ethics Committee of any situations that are potentially contrary to ethical principles, or that are illegal, irregular or questionable, having the information source guaranteed confidentiality.

(Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on June 17th, 2009)

Any notification to the Ethics Committee shall be made either by website www.canalaberto.com.br, or by telephone, through the number 0800 701 7172.

The Company encourages all Professionals to report any suspected violations promptly. The name of the Professional and confidentiality of the case will be guaranteed.

The Ethics Committee will thoroughly investigate any good faith reports of violations to this Code of Ethics and will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.

Each Professional shall be required to cooperate in internal investigations of misconduct and unethical behavior.

The Ethics Committee of Ultrapar will be composed of 4 members, nominated by the Board of Directors, being three permanent members and one rotating member who should be the main executive of the business to which the query, potential unethical, illegal or questionable situation is related.

Accountability for adherence to the Code of Ethics

All Professionals are responsible for adhering to this Code. This includes individuals responsible for the failure to exercise proper supervision and to detect and report a violation by their subordinates.

Penalties

Any Professional who violate the Company’s ethical principles or this Code of Ethics shall be subject to disciplinary measures that may result in dismissal and legal proceedings in case of any violation of the law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 18 th , 2009

| /s/
André Covre | |
| --- | --- |
| Name: | André Covre |
| Title: | Chief Financial and Investor
Relations Officer |

(Minutes Code of Ethics)