Where are you: \ en-usa \ Corporate Governance \ Executive Officers and Board of Directors

Executive Officers and Board of Directors

Executive Officers

The Company´s executive officers have significant experience in the domestic and international passenger transportation industries, and we have been able to draw upon this extensive experience to develop our low-cost operating structure. The executive officers are responsible for our day-to-day management. The executive officers have individual responsibilities established in our by-laws and by our board of directors. The business address of each of our executive officers is the address of our principal executive offices.

Under our by-laws, we must have at least two and at most seven executive officers that are elected by the board of directors for a one-year term. Any executive officer may be removed by the board of directors before the expiration of his term. The current term of all our executive officers ends in February 2018.

The following table sets forth the name and position of each of our executive officers. A brief biographical description of each of our executive officers follows the table.

Name Position
Paulo Sergio Kakinoff President and Chief Executive Officer
Richard F. Lark Jr. Executive Vice President, CFO and IRO
Eduardo José Bernardes Neto Vice President - Sales and Marketing
Celso Guimarães Ferrer Junior Vice President - Planning
Sergio Quito Vice President - Operations

Paulo Sergio Kakinoff
Mr. Paulo Sergio Kakinoff assumed the position as Chief Executive Officer of GOL Linhas Aéreas Inteligentes on July 2, 2012. Prior to that, he had been serving as an independent member of the Company’s Board of Directors since January 2010. He held the position of CEO at Audi Brazil until June 2012, having served in the auto industry for 18 years as the Sales & Marketing Officer at Volkswagen do Brasil and as the Executive Officer for South America at the Volkswagen Group’s head offices in Germany. He is a member of Gol’s People Management and Corporate Governance, Risk Policies, Financial Policy, Alliances Committees. Mr. Kakinoff also served as the Vice President of the Brazilian Association of Importers of Motor Vehicles (ABEIVA) and was a member of the Board of Directors of Volkswagen Participações until June 2012. He holds a bachelor’s degree in Business Administration from the Mackenzie University, in São Paulo.

Richard Freeman Lark Jr.
Mr. Lark is the Executive Vice President, Chief Financial Officer and Investor Relations Officer of the Company. Mr. Lark was a member of the Board of Directors member from June 2008 to July 2016, and now he is an independent member, pursuant to the criteria of the Securities Exchange Commission (SEC) and the listing rules of the New York Stock Exchange (NYSE). Mr. Lark was a member of GOL‘s Statutory Audit Committee from March 2015 to July 2016. Mr. Lark also occupied the position of Chief Financial Officer and Investor Relations Officer from April 2003 to June 2008. He is a managing partner of the management firm Endurance Capital Partners (member ABVCAP and associated ANBIMA). From 2000 to 2003, Mr. Lark occupied the position of chief financial officer of Americanas.com Comércio Eletrônico S.A. Prior to that, between 1988 and 1999, Mr. Lark was an executive of the investment banks Morgan Stanley and First Boston. He was a member of the board of governors of the American Society of São Paulo from 2003 to 2011 and was its chairman between 2005-2007 and currently is an adviser to the Kellogg Institute of International Studies. Mr. Lark holds a Master Degree in Business Administration by the UCLA Anderson School of Management, 1994 class, and has a degree in Finance and Business Economics and Philosophy from the University of Notre Dame, 1988 class, he is also an Authorized Investment Fund Manager of the Securities Portfolio (CVM) and is an associate of the Brazilian Institute of Corporate Governance (IBGC). Mr. Lark is a member of our Financial Policy Committee and of our Risk Policies Committee.

Eduardo José Bernardes Neto
Mr. Eduardo Bernardes has been our Sales and Marketing Vice President since February 2015, he is in charge of sales strategy for all the Company’s channels and of the marketing strategy. Mr. Eduardo Bernardes joined the Company in 2001, just before his first flight, at the commercial area, where he held several positions: business executive, corporate sales and government manager, passenger commercial officer, sales and marketing executive officer. Mr. Eduardo Bernardes has more than 20 years’ experience in Aviation. He worked for non-regular airlines, business-class airlines before starting his career at GOL. Mr. Eduardo Bernardes is a member of the Board of Directors of UATP and holds a bachelor’s degree in Business Administration, with specialization in foreign trade from UNIBERO.

Celso Guimarães Ferrer Junior
Mr. Celso Ferrer has been our Planning Vice President since February 2014, he is in charge of our fleet, aircraft network and profitability (yield management), besides coordinating our strategic planning. Mr. Ferrer joined the Company in 2003 in the profitability area, there he worked during three years. In 2006, he worked in the aircraft network planning and in 2008 he took charge of the corporate planning management. Between 2012 and 2013, he led the fleet area. Mr. Ferrer is also a pilot of Boeing 737-700 and Boeing 737-800 Next Generation aircraft. Mr. Ferrer holds a bachelor’s degree in Economics from the University of São Paulo and in International Relations from the Pontifical Catholic University of São Paulo.

Sergio Quito
Mr. Sergio Quito is the Company’s Vice President of Operations, responsible for operations, maintenance, Airports and Operational Safety. He leads teams that include more than 13,000 thousand employees dedicated to the achievement and maintenance of high levels of operational quality and safety. He has over 40 years of experience in the airline industry, working for companies including VARIG, Lider, VASP and Pao de Açúcar, working for 11 years as a Boeing 737-800 NG pilot and executive at the Company. He has worked in quality and operational safety led projects such as the IOSA certification and implementation of SGSO. He holds a degree in International Relations from the Catholic University of São Paulo (PUC-SP), and is also an Operational Security Agent. Certified by CENIPA - the Research Centre of Aeronautical Accidents of the Brazilian Air Force. In addition, Sérgio serves as vice chairman of the Operations and Safety Committee of IATA (Safety and Operations Committee - SFO), with a term of office that runs to July 2017.

Board of Directors

GOL´s board of directors is dedicated to providing overall strategic guidelines and, among other things, is responsible for establishing general business policies and for electing the executive officers and supervising their management. Currently, the board of directors is comprised of six members. Two members of the board of directors satisfy the Audit Committee Membership independence requirement of NYSE and BM&FBOVESPA. The board of directors meets quarterly or whenever requested by the president of the Board or three members of the board of directors.

Under the Brazilian corporation law, each director must hold at least one of GOL´s common or preferred shares, may reside outside of Brazil, and is elected by the holders of the Company´s common shares at the annual general meeting of shareholders. Under Brazilian corporation law, a director is prohibited from voting on any matter that would result in such director having a conflict of interest with the company.

Members of the board of directors serve one-year terms, reelection being permitted. The terms of the current directors will expire in April, 2018. The Company´s by-laws do not provide for a mandatory retirement age for the Company´s directors.

The following table sets forth the name and position of each current member of the board of directors. A brief biographical description of each current member of the board of directors follows the table.

Name Position
Constantino de Oliveira Junior Chairman
Joaquim Constantino Neto Vice Chairman
Ricardo Constantino Director
William Charles Carroll Director
Antonio Kandir Independent Director
Germán Pasquale Quiroga Vilardo Independent Director
André Béla Jánszky Independent Director
Anna Luiza Serwy Constantino Director
Francis James Leahy Meaney Independent Director

Constantino de Oliveira Junior
Mr. Oliveira took over as the Chairman of the Company’s Board of Directors on July 6, 2012, after having served as Gol’s Chief Executive Officer and a member of the Company’s Board of Directors from March 2004 to July 2012. Mr. Constantino Jr. has also served as a member of the Board of Directors of VRG Linhas Aéreas S.A. (the successor of GOL TRANSPORTES AÉREOS S.A. as a result of the merger conducted on September 30, 2008) since 2001, having held the position of Chief Executive Officer at the same company from 2001 to July 2, 2012. Introduced the "low-cost, low-fare" concept to the Brazilian civil aviation industry and was elected the Most Valuable Executive in 2001 and 2002 by the Valor Econômico newspaper, as a Leading Executive in the logistics sector in 2003 by the Gazeta Mercantil newspaper, and as Distinguished Executive in the Air Transportation category at the GALA (Galería Aeronáutica Latinoamericana) awards, sponsored by the IATA. From 1994 to 2000, he held the position of Executive Officer at Comporte Participações, a company that controls several companies of passenger road transportation. Mr. Oliveira earned a degree in Business Administration from the Federal District University, in Brasília, and attended the Executive Program on Corporate Management from the Association of Overseas Technical Scholarships. Member of Gol’s Committees of Risk Policy, Financial Policy, People Management and Corporate Governance Policies and of Alliances.

Joaquim Constantino Neto
Mr. Joaquim is a member Vice-Chairman of the Board of Directors. Mr. Joaquim is a Board member since 2004 and has also been a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2001. In addition, he has held the position of Operating Director of Grupo Comporte, since 1994. From 1984 to 1990, Mr. Constantino Neto was responsible for Reunidas Paulista´s business. From 1990 to the current date, he has been Managing Director of Breda Serviços, a Road Transportation Company. Is also a member of the Board of Directors of Providência S.A.

Ricardo Constantino
Mr. Ricardo is a member of the Board of Directors since March 2004. Mr. Constantino has been a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2001. He has been the technical and maintenance officer of Grupo Comporte since 1994. Mr. Ricardo Constantino is a member of the Board of Directors of BR Vias S.A., of Valmari Desmocosméticos and of Global Aviation S.A. He is the managing director of Agrodiesel S.A., a company that provides supply support services to all companies of Grupo Comporte.

William Charles Carroll
Mr. William Charles Carroll is a member of our Board of Directors. Mr. Carroll is Senior Vice President International Chief Financial Officer and Administration for Delta Air Lines, leading the day-to-day financial operations through the controller organization and responsible for corporate accounting. Bill provides financial oversight of Delta’s international investments and helps Delta’s partners to realize their financial potential. With more than 30 years of finance experience, Mr. Carroll has served in controller and chief financial officer roles in both domestic and international operations including eight years of overseas assignments in Spain and Mexico. Prior to joining Delta in August 2013, Mr. Carroll worked for Homedics, a global consumer products company as well PepsiCo and Arthur Anderson & Co. Mr. Carroll holds a bachelor’s degree in Accounting from Rider University in New Jersey. Additionally, he is a certified public accountant and holds a CFA charter. He is a member of our Alliances Committee.

Antonio Kandir
Has been a member of the Board of Directors since August 2004. In the last ten years he was a member of Boards of Directors and managed several investment funds. Currently Mr. Kandir is a member of the Board of Directors of the companies Aegea, Marisol, FCC Group and CSU. Mr. Kandir served in the Brazilian Government as a Congressional Representative for two terms, as well as Planning and Budget Minister and Secretary of Economic Policy, and was President of the Privatization Council. He has a bachelor’s degree in engineering from the Escola Politécnica at USP and a PhD in Economics from Unicamp. Mr. Kandir is an independent member of our board of directors, according to the Securities Exchange Commission (SEC) criteria and the listing rules of the New York Stock Exchange (NYSE). He is also a member of our Statutory Audit Committee ("CAE") and of the Committee of People Management and Corporate Governance.

Germán Pasquale Quiroga Vilardo
Mr. Gérman is an independent member of our Board of Directors and has a degree in Electronic Engineering from the Military Engineering Institute (IME) and a master’s degree in Digital systems from the Polytechnic School of the University of São Paulo (USP). He was the founder and CEO of TV1.com, founder, CIO and CMO of Americanas.com, CIO and CMO of Cyrela Brasil Realty and founder, CEO and member of the Board of Directors of Pontofrio.com, electronic platform, e-hub, Nova Pontocom and Cnova, in the latter case having led the company’s IPO on the NASDAQ. He is currently Vice-Chairman of the Board of Directors of Totvs and Camara-E.net and a member of the Board of Directors of Sequoia, Abrarec and Fecomércio. In addition, Mr. Germán is a member of the Statutory Audit Committee of the Company.

André Béla Jánszky
Mr. André Jánszky is an independent member of the Company‘s Board of Directors. Mr. Andrew is also a member of the Committees of People‘s Management Policies and of Corporate Governance, and also of the Committee of Financial Policy. Additionally, the Company intends to appoint Mr. André Jánszky as a member of the Statutory Audit Committee of the Company. Mr. André is also the partner responsible for the Latin America Department of Milbank and managing partner of its office in São Paulo. He focuses on providing legal advice on US law in the areas of capital markets, mergers and acquisitions, financing transactions, restructurings and corporate governance. Brazilian companies and financial institutions, Latin American and North American, are among the clients of Mr. André Jánszky. Mr. Andrew has an extensive experience in a several segments, including oil and gas, energy, infrastructure, real estate developers, financial services, transportation, education and retail. André Jánszky is consistently named as one of the main lawyers in capital markets by a number of publications including The Legal 500 and Chambers Latin America, which acknowledges him as the #1 Band.

Anna Luiza Serwy Constantino
Mrs. Anna is a member of the Company‘s Board of Directors. Additionally, she occupied the position of associated in the credit intelligence department of Bloomberg LP. From 2009 to date, Mrs. Anna also worked in the finance areas of the companies Kerburn Rose, in New York, and Lockheed Martin, in Orlando, with an extensive experience in the finance area in large global companies. Mrs. Anna has a degree in business administration from the University of Central Florida and has a CFA certificate level III.

Francis James Leahy Meaney
Mr. Francis James Leahy Meaney is an independent member of the Company‘s Board of Directors. Additionally, the Company intends to appoint Mr. Meaney as a member of the Statutory Audit Committee of the Company. Mr. Meaney has 25 years of experience in Brazil and Latin America and has an extensive experience in several segments, such as telecommunications, data center, business product outsourcing, management consulting, investment banking and private equity. Recently, Mr. Meaney occupied the position of interim CEO of Aceco TI, a data center company invested by Kohlberg, Kravis and Roberts (KKR). James worked as the Chief Operating Officer at Oi S.A., from 2011 to 2013, and as the founder and CEO of Contax S.A., from 2000 to 2011. He led Contax from when it was a startup until it became publicly listed (2005) and had an international expansion (2009). Mr. Meaney also worked as an executive in a number of companies such as Global Crossing, Conectel, Mars & Co. and First Boston investment bank. In addition to Gol, he is a member of the Board of the Kellogg Institute for International Studies in the University of Notre Dame. Mr. Meaney has a degree in economics from the University of Notre Dame, a master‘s degree in business administration from the Harvard Business School and completed the course in advanced management from INSEAD.