Management Committees

Under Brazilian corporation law the Fiscal Council, is a corporate body independent of the management and the company´s external auditors. The Fiscal Council may be either permanent or non-permanent, in which case it is appointed by the shareholders to act during a specific fiscal year. A Fiscal Council is not equivalent to, or comparable with, a U.S. audit committee.

The primary responsibility of the Fiscal Council is to review management´s activities and the company´s financial statements, and to report its findings to the company´s shareholders. Brazilian corporation law requires Fiscal Council members to receive as remuneration at least 10% of the average annual amount paid to the company´s executive officers. Brazilian corporation law requires a Fiscal Council to be composed of a minimum of three and a maximum of five members and their respective alternates.

Under Brazilian corporation law, GOL´s Fiscal Council may not contain members that (i) are on the board of directors, (ii) are on the board of executive officers, (iii) are employed by us or a controlled company or a company of the controlling shareholder, or (iv) are spouses or relatives of any member of the management, up to the third degree. Company´s by-laws provide for a non-permanent Fiscal Council to be elected only by the shareholders´ request at the relevant general shareholders´ meeting. The Fiscal Council, when elected, will be comprised of a minimum of three and a maximum of five members and an equal number of alternate members. The Fiscal Council is active at the moment. The Fiscal Council is composed of three members, who are elected by the Shareholders‘ Meeting for a term of office ending at the Company‘s next Annual Shareholders‘ Meeting. The current members of our Fiscal Council are Letícia Pedercini Issa, Marcela de Paiva Bonfim Teixeira, Marcelo Amaral Moraes, alternates, Ricardo Henrique Baras, Ana Carolina Salles Leite Viseu, Rogério Alves Rodrigues.

We have a Statutory Audit Committee (“CAE”), pursuant to CVM Instruction 308/99, which assists our Board of Directors in accounting, internal control and financial reporting matters. The CAE recommends the appointment of independent auditors to our Board of Directors, revises the compensation of our independent auditors and helps coordinate their activities The CAE also assesses on the effectiveness of our internal financial controls and legal compliance activities.

The Company’s CAE is comprised by a minimum of 3 (three) members, all of whom must be independent members of the Board of Directors, elected by the Board of Directors for a one-year term. The current members of our Audit Committee are Antonio Kandir, Marcela de Paiva Bonfim Teixeira and Philipp Michael Schiemer. All members meet the requirements defined by the SEC and NYSE for becoming a member of the Audit Committee, in addition to other requirements established by the NYSE.

The Corporate Governance and People Committee (“CGCP”) is responsible for the coordination, implementation and periodic review of best corporate governance practices, in addition to monitoring and maintaining the Board of Directors informed about legislation and market recommendations regarding corporate governance. The CGCP also reviews and recommends to the Board of Directors the human resources policies, the forms of compensation to be paid to employees, including salary, bonuses and stock options, and analyzes the career and succession plans for management.

The CGCP is comprised by up to 6 (six) members, including the Chair of the Board of Directors and the Board of Directors may, at its sole discretion, nominate external specialists to occupy 2 (two) positions, all of whom shall be elected by the Board of Directors for a one-year term, with the possibility of re-election. The CGCP is currently comprised by Philipp Michael Schiemer, Adrian Neuhauser and Constantino de Oliveira Junior.

The objective of the Safety Committee (”SC”) is to ensure compliance, manage and supervise Operational Safety and Occupational Safety standards for the daily air transport activities carried out by the Company and its subsidiaries, aiming at the continuously improving civil aviation operational safety performance in the locations where it operates.

The SC is comprised by a minimum of 3 (three) members, in which at least one of them must have relevant experience in Operational Safety and Occupational Safety management, all of whom are elected by the Board of Directors for a one-year term, with the possibility of re-election. The SC is currently made up of Celso Guimarães Ferrer Junior, Constantino de Oliveria Junior, Ricardo Constantino and Sérgio Quito.