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 Statutory Audit Committee recommends the appointment of our Board of Directors’ independent auditors, revises the compensation of our independent auditors and helps coordinate the Board’s activities. The Committee also evaluates the effectiveness of the internal financial and legal compliance controls.
The Company’s Statutory Audit Committee is composed of three independent members elected by the Board of Directors for a 1-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 as a member of the Audit Committee of the SEC and the NYSE, as well as other requirements of the NYSE.
The Corporate Governance and People Committee (“CGCP”) is responsible for the coordination, implementation and periodic review of best corporate governance practices and for monitoring and keeping the Board of Directors informed about legislation and market recommendations regarding corporate governance. It 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 reviews career and succession plans for management. management.
The CGCP is composed of up to 06 (six) members, elected by our Board of Directors, with a one-year term of office, with re-election permitted. It is currently composed of Constantino de Oliveira Junior, Paulo Sergio Kakinoff, Ricardo Constantino, Betânia Tanure de Barros and Richard Freeman Lark Jr.
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 and analyzes the effect of these changes on revenues and expenses, cash flow and balance sheet. It also prepares and approves the Company‘s corporate financial policies, analyzes their efficiency and monitors their implementation, examines, periodically reviews investment and financing plans and makes recommendations to the Board of Directors, determines the parameters for maintaining liquidity and desired capital structures, monitors their execution and approves the policies to be adopted in the following quarter, as well as recommends any necessary changes to the Board of Directors.
The CPF is composed of up to 05 (five) members, elected by the Board of Directors, (CEO), one (1) Board Member and one (1) Chief Financial Officer (CFO). (CFO), who will be elected for terms of 1 (one) year, with the right to re-election. It is currently composed of Antonio Kandir, Richard Freeman Lark Junior, Celso Guimarães Ferrer Junior and Mario Tsuwei Liao.
The Risk Committee (“RC”) is a support body to the Board of Directors that prepares and approves the Company‘s risk policies, as well as monitors and analyzes their implementation in the Company, periodically analyzes the impacts of assets, especially with regard to dollar and fuel movements, as well as recommends the necessary operations to the Board of Directors, reviews periodically analyzes the Company‘s revenues and expenses, focusing on the impact caused on the Company‘s results, as well as recommending the necessary changes to the Board of Directors. 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 composed of up to 5 (five) members, elected by the Board of Directors, who may or may not hold another management position in the Company‘s management (Executive Board or Board of Directors), who will be elected by the Board of Directors, who will be elected for terms of 1 (one) year, with the right to re-election. It is currently composed of Antonio Kandir, Richard Freeman Lark Jr, Celso Guimarães Ferrer Junior and Mario Tsuwei Liao.
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 Subcommittee meets quarterly and is composed of up to 5 (five) members, elected by the Board of Directors, one of whom is the Chairman. One of whom is the Company‘s Vice-President Chief Financial Officer (CFO) or an Officer with equivalent function, and may also be elected external consultants, as special technical members, to external consultants may also be elected as special technical members, for a term of 1 (one) year, re-election permitted.
Currently composed of Valdenise dos Santos Menezes, Marcos da Cunha Carneiro, Natan Szuster and Mario Tsuwei Liao.
The Alliances Committee evaluates opportunities for partnerships and alliances, and possible investments in this context, by the Company and other airlines, as well as seeks to maximize the benefit of existing partnerships, through the optimization of resources and opportunities. It also holds quarterly presentations on the subjects covered by the Committee. The Alliances Committee is composed of at least three (03), and a maximum of five (05) members elected by the Board of Directors, at least two (02) of whom must be members of the Company’s Board of Directors, with term of office of one (1) year, re-election permitted. The current members are Constantino de Oliveira Junior, Celso Guimarães Ferrer Junior and e Mateus Pongeluppi.
The Safety Committee (“SC”) currently has 4 (four) members in its composition, whose functions, responsibilities and attributions will be contemplated in the Internal Regulations to be drawn up at the first meeting to be held by this Committee. Subsequently, these Rules will be submitted for approval by the Company‘s Board of Directors. Currently composed of Celso Guimarães Ferrer Junior, Constantino de Oliveira Junior, Richard Freeman Lark Jr and Sergio Quito.