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 Marcelo Moraes, Renato Chiodaro and Carla Andrea Furtado Coelho.

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 Gérman Pasquale Quiroga, Phillip Scheimer and Marcela de Paiva Bonfim Teixeira. 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 Constantino de Oliveira Junior, Ricardo Constantino, Paulo Sergio Kakinoff, Betânia Tanure de Barros and Philipp Michael Schiemer.

The Financial Policies Committee (“FPC”) conducts reviews periodic of the measures the Company adopts to hedge against changes in foreign exchange rate, fuel prices and interest rates, in addition to analyzing the effect of these changes to the Company’s revenues and expenses, cash flow and balance sheet. The FPC also prepares and approves the Company’s financial policies, analyzes their efficiency and monitors their implementation, as well as examines and periodically reviews investment and financing plans and to make recommendations to the Board of Directors. The FPC also determines the parameters for maintaining liquidity and desired capital structures, monitors their execution and approves the policies to be adopted in the following quarter, in addition to recommending any necessary changes to the Board of Directors.

The FPC is comprised by up to 5 (five) members, including the Chief Executive Officer, 1 (one) member of the Board of Directors and the Chief Financial Officer, all of whom are elected by the Board of Directors for a one-year term, with the possibility of re-election. The FPC is currently comprised by Celso Guimarães Ferrer Junior, Eduardo Guardiano Leme Gotilla, Constantino de Oliviera Junior and Antonio Kandir.

The Risk Committee (“RC”) is a support body to the Board of Directors that prepares and approves the Company‘s risk policies, monitoring and analyzing their implementation, in addition to periodically analyzing impacts caused to assets, particularly in regard to changes in the dollar exchange rate and fuel prices, in addition to recommending the necessary operations to the Board of Directors. The RC also reviews and periodically analyzes the Company‘s revenues and expenses, focusing on the how they are results, as well as recommending the necessary changes to the Board of Directors. The RC prepares, approves and evaluates the risk policies used by the Company in the short and long term, in addition to approving the policies to be used and monitoring them.

The RC is comprised by up to 5 (five) members, all of whom are elected by the Board of Directors for a one-year term, with the possibility of re-election. The RC is currently comprised by Antonio Kandir, Celso Guimarães Ferrer Junior and Eduardo Guardiano Leme Gotilla.

The Accounting, Tax and Financial Reporting Subcommittee periodically reviews, evaluates and monitors the Company‘s accounting policies and statements and makes observations and recommendations on these matters to the Board of Directors.

The Accounting, Tax and Financial Reporting Subcommittee is comprised by up to 5 (five) members, including the Chief Financial Officer or officer with equivalent role, and external consultants may also be appointed, all of whom are elected by the Board of Directors for a one-year term, with the possibility of re-election. The Accounting, Tax and Financial Reporting Subcommittee is currently comprised by Valdenise dos Santos Menezes, Marcos da Cunha Carneiro, Natan Szuster and Eduardo Guardiano Leme Gotilla.

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 comprised by Antonio Kandir, Celso Guimarães Ferrer Junior and Mario Tsuwei Liao.

The Special Independent Committee is aimed at advising the Company’s Board of Directors in the assessment, review, planning and supervision of negotiations involving any matters arising from or related to Chapter 11 procedures initiated by the Company, as well as making recommendations to the Board of Directors on the matter.

The Special Independent Committee is comprised by a minimum of 3 (three) members, being at least one of them an independent member of the Company’s Board of Directors, all of whom are elected by the Board of Directors for a one-year term. The Special Independent Committee is currently comprised by Marcela de Paiva Bomfim Teixeira, Paul Stewart Aronzon and Timothy Robert Coleman.