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Overview

Overview

GOL conducts its business in line to corporate governance practices. The Company is listed on Level 2 of B3 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, 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 of GOL has nine members, five of which are independent. The members of the Board of Directors are, as a rule, elected at the Annual Shareholders’ Meeting. The term of office of the members of the Board of Directors is of one year, with the reelection authorized. The term of office of the current members of the Board of Directors is due on April 2021.

- Fiscal Council - Under the Brazilian Corporation Law, the Fiscal Council, or Fiscal Council, 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 must have at least three and at most five sitting members and an equal number of alternate members. The Fiscal Council is currently in place. The Company’s Fiscal Council is composed of three members, elected by the Shareholders’ Meeting, with a term of office that expires at the Company’s next Annual Shareholders’ Meeting. The current members of the Fiscal Council are Marcelo Moraes, Renato Chiodaro and Marcela de Paiva.

- Executive Officers - Responsible for the direct management of businesses, the Board of Executive Officers is composed of a minimum of two Executive Officers and a maximum of seven Executive Officers elected by the Board of Directors for a term of office of one year. Any Executive Officer may be removed from office by the Board of Directors prior to the end of his/her term. The term of office of the current Executive Officers ends in December 2020.

- Management Committee - GOL also has six Management Committees, whose members include executive officers, independent auditors and members of the Board of Directors (Personnel Management Policies and Corporate Governance Committee, Financial Policy Committee, Risk Policies Committee, Statutory Audit Committee, Alliances Committee and Accounting Policies, Tax and Financial Statements Subcommittee).

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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
2010 2011 2012 2013 2014 (a) 2015 (b) 2016 2017 2018 2019
Board of Directors’ meeting date February 2, 2010 December 20, 2010 October 19, 2012 May 13, 2013 August 12, 2014 August 11, 2015 June 30, 2016 August 08, 2017 May 24, 2018 December 11, 2019
Total options granted 2,774,640 2,722,444 778,912 802,296 653,130 1,930,844 574,273,2 947,767 718,764 1,749,223
Average fair value of the option on the grant date 16.81 16.07(c) 5.32 (d) 6.54 (e) 7.98 (f) 3.37 (f) 1.24 (g) 7.91 (h) 12.68 (i) 12.10 (j)
Estimated volatility of the share price 77.95% 44.55% 52.25% 46.91% 52.66% 55.57% 98.2% 80.62% 55.58% 61.98%
Expected dividend 2.73% 0.47% 2.26% 2.00% 3.27% 5.06% 6.59% 1.17% 0.6% 3.17%
Risk-free return rate 8.65% 10.25% 9.00% 7.50% 11.00% 13.25% 14.25% 11.25% 6.5% 9%
Option term (years) 10 10 10 10 10 10 10 10 10 10

(a) In April 2010, an additional grant of 101,894 shares referring to the 2010 plan was approved.
(b) The fair value is calculated by the average value from R$16.92, R$16.11 and R$15.17 for the respective periods of vesting (2011, 2012 and 2013).
(c) The fair value is calculated by the average value from R$6.04, R$5.35 and R$4.56 for the respective periods of vesting (2012, 2013 and 2014).
(d) The fair value is calculated by the average value from R$7.34, R$6.58 and R$5.71 for the respective periods of vesting (2013, 2014 and 2015).
(e) The fair value is calculated by the average value from R$8.20, R$7.89 and R$7.85 for the respective periods of vesting (2014, 2015 and 2016).
(f) The fair value is calculated by the average value from R$3.61, R$3.30 and R$3.19 for the respective periods of vesting (2015, 2016 and 2017).
(g) 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 value from R$1.29, R$1.21 and R$1.22 for the respective periods of vesting (2017, 2018 and 2019).
(h) The fair value is calculated by the average value from R$8.12, R$7.88 and R$7.72 for the respective periods of vesting (2017, 2018 and 2019).
(i) The fair value is calculated by the average value from R$13.26, R$12.67 and R$12.11 for the respective periods of vesting (2018, 2019 and 2020).
(j) The fair value is calculated by the average value from R$12.90, R$12.32 and R$11.65 for the respective periods of vesting (2019, 2020 and 2021).

The movement of the outstanding stock options for the year ended December 31, 2019, is as follows:

Stock options Weighted average strike price
Outstanding options as of December 31, 2018 7,820,512 9.19
Options Cancelled and Adjustments in Estimated Lost Rights -459,754 27.54
Outstanding options as of December 31, 2019 7,660,855 7.11
Number of options to be vested as of December 31, 2018 7,065,174 8.01
Number of Options Exercisable as of December 31, 2019 5,939,631 8.42

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, 2019, 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
20.65 245,007 1 20.65 245,007 20.65
27.83 484,009 2 27.83 484,009 27.83
12.81 205,716 3 12.81 205,716 12.81
12.76 220,413 4 12.76 220,413 12.76
11.31 197,661 5 11.31 197,661 11.31
9.35 601,793 6 9.35 601,793 9.35
2.62 3,172,111 7 2.62 3,172,111 2.62
8.44 548,604 9 8.44 274,302 8.44
20.18 478,935 9 20.18 143,681 20.18
25.4 1,506,606 10 25.4 301,321 25.4
2.62-27.83 7,660,855 6.95 12.10 5,846,014 9.07

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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 B3 Level 2 Special Corporate Governance Practices and the Arbitration Rules of the Market Arbitration Panel.

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