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 Marcela de Paiva.
Statutory Audit Committee
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.
People Policies and Corporate Governance Committee
The People Policies and Corporate Governance Committee is responsible for the coordination, implementation and periodic review of corporate governance‘s best practices and for monitoring and maintaining our Board of Directors up to date on the legislation and on the recommendations of the market concerning the corporate governance. It also reviews and recommends to our Board of Directors the human resources policies, the types of remuneration to be paid to employees, including salary, bonuses and stock options and examines the career and succession plans for the Management.
The Committee has six members elected by our Board of Directors, with a term of office of one year, re-election allowed, including of the CEO, the Chairman of the Board of Directors and two members, and, as special members, two external experts. Currently, the members of the People Management and Corporate Governance Committee are Constantino de Oliveira Junior, Paulo Sergio Kakinoff and Betânia Tanure de Barros.
Financial Policy Committee
The Financial Policy Committee periodically reviews measures taken for our protection in relation to changes in exchange rates, fuel prices and interest rates and analyzes the effect of these changes on our revenues and expenses, cash flow and balance sheet. It also prepares and approves the Corporate Financial policies, analyzes their effectiveness and monitors their implementation, periodically reviewing our investment and funding plans and making recommendations to the Board of Directors, determining parameters to maintain liquidity and the capital structure desired, monitoring their implementation and approving policies to be adopted in the next quarter, and recommends any necessary changes to the Board.
The Financial Policy Committee is composed of up to five members elected by the Board of Directors, of whom a Chief Executive Officer, one (1) Board member, and one (1) Chief Financial Officer (CFO), for terms of office of one (1) year with reelection allowed. The current members are Messrs. Constantino de Oliveira Junior, Antonio Kandir, Paulo Sergio Kakinoff and Richard Freeman Lark Jr.
Risk Policies Committee
The Risk Policies Committee is a body that supports the Board of Directors who approve the Company’s risk policies, as well as monitoring and reviewing their implementation into the company, regularly reviewing the impacts of assets, particularly relating to dollar and fuel changes. It recommends the necessary transactions to the Board, regularly reviewing the Company’s revenues and expenses, focusing on the impact on the Company‘s results, and recommending necessary changes to the Board. It prepares, approves and evaluates the risk policies used by the company in the short and long term, and adopts policies to be used and also carries out the respective monitoring.
The Risk Policies Committee comprises four (4) members, elected by the Board of Directors, Directors or not, for a one-year term with the right to be re-elected. The current members are Constantino de Oliveira Júnior, Richard Freeman Lark Jr., Paulo Sergio Kakinoff and Antonio Kandir.
Accounting Policies, Tax and Financial Statements Subcommittee
This Subcommittee periodically reviews, evaluates and monitors our policies and statements and remarks on and makes recommendations on these issues to the Board of Directors. The subcommittee meets on a quarterly basis and is composed of three (3) members elected by the Board of Directors, namely: Vice-CFO or Executive Officer with an equivalent position and two (2) external experts, as expert technical members. The members are elected for a one-year term, reelection permitted.
Currently the committee comprises Marcos da Cunha Carneiro, Valdenise dos Santos Menezes and Natan Szuster.
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, Paulo Sergio Kakinoff e Pieter Elbers.