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Overview

Overview

GOL conducts its business in line to corporate governance practices. The Company is listed on Level 2 of BM&FBOVESPA‘s Corporate Governance since the simultaneous launch of its shares at Brazilian and North American Stock Exchanges in 2004, and is subject to arbitration at the Arbitration Panel Market, as Clause included in its bylaws.

To ensure transparency in management and business for the benefit of all shareholders and investors, the Company holds Shares Negotiation Policy, which establishes rules and procedures for persons working with the company (executives and employees), with access to relevant information.

GOL also holds a Disclosure Policy of Material Facts, which defines the criteria, the time and the person responsible for disclosing such information to investors, in order to ensure the transparency and guarantee a homogenous distribution. To support this work, the Company maintains a Disclosure Committee, which includes professionals from several departments of the Company that do not participate directly in the process of releasing the data to the market. They are responsible for checking the consistency and cross-checking of reports, when applied.

The Company was one of the first Foreign Private Issuers (FPIs) in South America to conform to the requirements of Sarbanes-Oxley Law (SOX), Section 40 and uses the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to internal controls. The Company also is in accord with Section 302 of the same Act, which defines that director executives shall personally declare their responsibility for disclosure of information. These certifications have improved and reaffirmed the Company´s commitments to good corporate governance practices.

- Board of Directors - The Board of Directors is composed by six members, including two independent members. Members of the Board of Directors are normally elected at the Annual General Meeting. The mandate of the Members of our Board of Directors is one year, with re-election. The current term of all our executive officers ends in April, 2017.

- Fiscal Council - Under the Brazilian Corporation Law, the Fiscal Council, or Fiscal Committee, is a corporate body independent from a company‘s management and independent auditors. The Fiscal Council can work on a permanent or non-permanent basis, in which case it will act during certain fiscal year, as established by the shareholders. The Fiscal Council elected shall have at least three and at most five members, and an equal number of alternates. Currently, there is no Fiscal Council installed.

- Executive Officers - Responsible for the direct management of business, the Board of Executive Officers is composed of at least two and at most seven executive officers elected by the Board of Directors for a one-year term of office. Any executive officer may be removed from office before the end of his or her term. The current term of all our executive officers ends in February 2017.

- Management Committee - GOL also has six Management Committees consisting of members of the Board of Directors, executives and independent auditors (People Management and Corporate Governance Policy Committee, Financial Policy Committee, Risk Policies Committee, Statutory Audit Committee, Alliances Committee and the Sub-Committee for Accounting, Tax and Financial Statement Policies).

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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.

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Stock Option Plan

The Company’s Board of Directors within the scope of its functions and in conformity with the Company’s Stock Option Plan, approved the grant of preferred stock options to the Company’s management and key senior executive officers. For grants through 2009, the options vest at a rate of 20% per year, and can be exercised within up to 10 years after the grant date.

Due to changes in the Company‘s Stock Option Plan, approved at the Annual Shareholders’ Meeting held on April 30, 2010, for plans granted beginning 2010, 20% of the options become vested as from the first year, an additional 30% as from the second, and the remaining 50% as from the third year. The options under these plans may also be exercised within 10 years after the 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
2005 2006 2007 2008 2009 (a) 2010 (b) 2011 2012 2013 2014
Board of Directors’ meeting date December 9, 2004 January 2, 2006 December 31, 2006 December 20, 2007 February 4, 2009 February 2, 2010 December 20, 2010 October 19, 2012 May 13, 2013 August 12, 2014
Total options granted 87,418 99,816 113,379 190,296 1,142,473 2,774,640 2,722,444 778,912 802,296 653,130
Option strike price 33.06 47.30 65.85 45.46 10.52 20.65 27.83 12.81 12.76 11.31
Average fair value of the option on the grant date 29.22 51.68 46.61 29.27 8.53 16.81 16.07(c) 5.32(d) 6.54(e) 7.98(f)
Estimated volatility of the share price 32.52% 39.87% 46.54% 40.95% 76.91% 77.95% 44.55% 52.25% 46.91% 52.66%
Expected dividend 0.84% 0.93% 0.98% 0.86% - 2.73% 0.47% 2.26% 2.00% 3.27%
Risk-free return rate 17.23% 18.00% 13.19% 11.18% 12.66% 8.65% 10.25% 9.00% 7.50% 11.00%
Option term (years) 10 10 10 10 10 10 10 10 10 10

(a) In April 2010 additional options were granted, totaling 216,673 in addition to those approved by the 2009 plan.
(b) In April 2010 additional options were approved totaling 101,894, referring to the 2010 plan.
(c) The calculated fair the value for 2011 plan was R$16.92, R$16.11, and R$15.17 for the related vesting periods (2011, 2012, and 2013).
(d) The calculated fair the value for 2012 stock option plans was R$6.04, R$5.35 and R$4.56 for the related vesting periods (2012, 2013, and 2014).
(e) The fair value calculated for the stock option plan for 2013 was R$7.34, R$6.58 and R$5.71, for the related vesting periods (2013, 2014, and 2015).
(f) The fair value is calculated by the mean of the values R$6.04, R$5.35 and R$4.56, for the related periods (2014, 2015, and 2016).

The movement of existing stock options during the period ended June 30, 2015 is as follows:

Stock options Weighted average strike price
Outstanding options as of December 31, 2014 3,861,742 19.44
Options Cancelled and Adjustments in Estimated Lost Rights (103,918) 21.09
Outstanding options as of June 30, 2015 3,757,824 19.34
Number of options to be vested as of December 31, 2014 3,235,562 20.93
Number of Options Exercisable as of June 30, 2015 2,392,077 23.32

The range of exercise prices and the average maturity of outstanding options, as well as the average exercise price for exercisable options as of September 30, 2014 are summarized below:

Outstanding options Options exercisable
Strike price range Outstanding options Remaining weighted average maturity in years Average strike price Options exercisable Average strike price
33.06 4,965 1 33.06 4,965 33.06
47.30 13,220 2 47.30 13,220 47.30
65.85 14,962 3 65.85 14,962 65.85
45.46 41,749 4 45.46 41,749 45.46
10.52 20,414 5 10.52 20,414 10.52
20.65 1,097,811 6 20.65 1,097,811 20.65
27.83 1,011,614 7 27.83 1,011,614 27.83
12.81 545,299 9 12.81 438,512 12.81
12.76 593,777 9 12.76 401,463 12.76
11.31 499,042 10 11.31 42,973 11.31
10.52-65.85 3,842,853 7.61 19.50 3,087,683 21.35

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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 BM&FBOVESPA Level 2 Special Corporate Governance Practices and the Arbitration Rules of the Market Arbitration Panel.