Other Information
Ownership
As of December 31, 2022, the Constantino family, which indirectly controls us, held 53.9% of the economic interest in us. The Constantino family’s high stake in us and the leading role of the chairman of our board of directors, Constantino de Oliveira Junior, in helping set our strategic direction and in his close supervision of and daily interaction with senior management, differentiates our ownership structure in aligning the interests of our controlling shareholders with those of our minority shareholders.
Compensation
Under GOL´s by-laws, our shareholders are responsible for establishing the aggregate amount we pay to the members of our board of directors and our executive officers. Once our shareholders establish an aggregate amount of compensation for our board of directors and executive officers, the members of our board of directors are then responsible for setting individual compensation levels in compliance with our by-laws.
Stock Option Plan
In view of the changes made in the Company’s Stock Option Plan, which were approved at the Annual and Extraordinary Shareholders‘ Meeting held on April 30, 2010, comprising the plans granted between 2010 and 2019, the options will be exercised as follows: 20% as of the first year, 30% as of the second year and the 50% remaining as of the third year. As for plans granted as of 2020, beneficiaries will be able to exercise 20% in the first year, 20% in the second year, 30% in the third year and 30% in the fourth year. Anyway, in both cases, the options may be exercised in up to 10 years after their grant date.
The fair value of stock options was estimated on the grant date using the Black-Scholes option pricing model. The expected volatility of the options is based on the historical volatility of 252 business days of the Company‘s shares traded on the stock exchange.
The date of the Board of Directors’ meetings and the assumptions utilized in the Black-Scholes option pricing model are as follows:
| Stock option plans | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |
| Board of Directors’ meeting date | October 19, 2012 | May 13, 2013 | August 12, 2014 | August 11, 2015 | June 30, 2016 | August 08, 2017 | May 24, 2018 | December 11, 2019 | July 30, 2020 |
July 28, 2021 |
October 26, 2022 |
| Total options granted | 778,912 | 802,296 | 653,130 | 1,930,844 | 5,742,732 | 947,767 | 718,764 | 1,749,223 | 760,986 | 658,189 | 4,168,040 |
| Option exercise price | 12.81 | 12.76 | 11.31 | 9.35 | 2.62 | 8.44 | 20.18 | 25.4 | 20.57 | 21.05 | 10.26 |
| Average fair value of the option on the grant date | 5.32(a) | 6.54(b) | 7.98(c) | 3.37(d) | 1.24(e) | 7.91(f) | 12.68(g) | 12.10(h) | 14.14(i) | 14.14(i) | 6.23(i) |
| Estimated volatility of the share price | 52.25% | 46.91% | 52.66% | 55.57% | 98.2% | 80.62% | 55.58% | 61.98% | 71.37% | 73.34% | 75.23% |
| Expected dividend | 2.26% | 2.00% | 3.27% | 5.06% | 6.59% | 1.17% | 0.6% | 3.17% | 0.92% | 0.00% | 0.00% |
| Risk-free return rate | 9.00% | 7.50% | 11.00% | 13.25% | 14.25% | 11.25% | 6.5% | 9% | 6.24% | 8.85% | 12.76% |
| Option term (years) | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 |
(a) Fair value calculated by the average of the amounts of R$7.34, R$6.58 and R$5.71 for the respective vesting periods (2013, 2014 and 2015).
(b) Fair value calculated by the average of the amounts of R$8.20, R$7.89 and R$7.85 for the respective vesting periods (2014, 2015 and 2016).
(c) Fair value calculated by the average of the amounts of R$3.61, R$3.30 and R$3.19 for the respective vesting periods (2015, 2016 and 2017).
(d) Fair value calculated by the average of the amounts of R$8.12, R$7.88 and R$7.72 for the respective vesting periods (2017, 2018 and 2019).
(e) On July 27, 2016, an additional grant of 900,000 shares referring to the 2016 plan was approved. The fair value was calculated by the average of the amounts of R$1.29, R$1.21 and R$1.22 for the respective vesting periods (2017, 2018 and 2019).
(f) Fair value calculated by the average of the amounts of R$13.26, R$12.67 and R$12.11 for the respective vesting periods (2018, 2019 and 2020).
(g) Fair value calculated by the average of the amounts of R$12.90, R$12.32 and R$11.65 for the respective vesting periods (2019, 2020 and 2021).
(h) Fair value calculated by the average of the amounts of R$15.39, R$14.89, R$14.31 and R$13.64 for the respective vesting periods (2020, 2021, 2022 and 2023).
(i) Fair value calculated by the average of the amounts of R$6.79, R$6.50, R$6,15 e R$5.74 for the respective vesting periods (2021, 2022, 2023 and 2024).
The movement of the outstanding stock options for the year ended December 31, 2022, is as follows:
| Stock options | Weighted average strike price | |
|---|---|---|
| Outstanding options as of December 31, 2020 | 7,529,612 | 11.59 |
| Assigned Options | 658,189 | 21.05 |
| Exercisable Options | -140,718 | 6.96 |
| Options Cancelled and Adjustments in Estimated Lost Rights | -614,422 | 20.79 |
| Outstanding Options as of December 31, 2021 | 7,432,661 | 12.90 |
| Number of Options Exercisable as of December 31, 2021 | 6,407,403 | 12.62 |
| Number of Options Exercisable as of December 31, 2022 | 5,166,147 | 14.64 |
The minimum and maximum prices and average maturity for outstanding options in the period, as well as the minimum and maximum prices for options exercisable as of December 31, 2022, are as follows:
| Outstanding options | Options exercisable | ||||
|---|---|---|---|---|---|
| Strike price range | Outstanding options | Remaining weighted average maturity in years | Average strike price | Options exercisable | Average strike price |
| 12.81 | 227,183 | 1.7 | 12.81 | 227,183 | 12.81 |
| 12.76 | 220,413 | 2.3 | 12.76 | 220,413 | 12.76 |
| 11.31 | 197,661 | 3.5 | 11.31 | 197,661 | 11.31 |
| 9.35 | 601,793 | 4.5 | 9.35 | 601,793 | 9.35 |
| 2.62 | 3,121,220 | 5.4 | 2.62 | 3,121,220 | 2.62 |
| 8.44 | 548,604 | 6.6 | 8.44 | 548,604 | 8.44 |
| 20.18 | 450,695 | 7.4 | 20.18 | 135,209 | 20.18 |
| 25.40 | 1,506,606 | 8.8 | 25.40 | 301,321 | 25.4 |
| 20.57 | 655,437 | 9.6 | 20.57 | 0 | 20.57 |
| 2.62-25.4 | 7,529,612 | 6.33 | 11.59 | 5,353,404 | 6.87 |
Arbitration Clause
The Company, its Shareholders, Management and members of the Fiscal Council hereby undertake to resolve by means of arbitration, any and all disputes or controversies that may arise among them, related to or deriving from, and especially due to the application, validity, effectiveness, construal, infringement and their effects, of the provisions set forth in the Brazilian Corporation Law, its by-laws, the rules issued by the Brazilian Monetary Council, the Brazilian Securities and Exchange Commission, as well as any other rules applicable to the operation of the capital market in general, in addition to the Listing Agreement and Listing Rules of B3 Level 2 Special Corporate Governance Practices and the Arbitration Rules of the Market Arbitration Panel.
Equal pay
In compliance with Law No. 14,611 of July 3, 2023, the Company makes available to its employees, collaborators and the general public the Transparency and Equal Pay Report for GOL units with 100 or more employees made available by the Ministry of Labor and Employment: