Corporate governance

Management

Pursuant to our bylaws and Brazilian corporate law, we are managed by a board of directors and a board of executive officers. In addition, our bylaws also provide for the establishment of a permanent audit committee, a permanent compensation committee and a permanent corporate governance committee .

Board of Directors

Our board of directors is responsible for, among other things, establishing our overall strategy and general business policies, supervising management, electing and removing our executive officers, and appointing our independent auditors. Our bylaws determine that our board of directors shall be composed of five to 14 members.

The members of our board of directors are elected at a shareholders’ meeting in accordance with the terms and conditions of our bylaws, Brazilian corporate law, Fifth Amended and Restated Shareholders’ Agreement, dated August 3, 2016, entered into by and among holders of our common shares and preferred shares, and the regulations of the Level 2 segment of BM&FBOVESPA. The members of our board of directors are elected for terms of two consecutive years and can be re-elected and removed at any time by our shareholders at a shareholders’ meeting. In addition, pursuant to our bylaws, the chairman of the board of directors will be appointed by our shareholders at a general shareholders’ meeting.

Name Position
David Gary Neeleman Chairman
Carolyn Luther Trabuco Independent Member
Decio Luiz Chieppe Independent Member
Gelson Pizzirani Independent Member
Haoming Xie Independent Member
Henri Courpron Independent Member
John Ray Gebo Independent Member
José Mario Caprioli dos Santos Member
Michael Lazarus Independent Member
Neng Li Independent Member
Renan Chieppe Independent Member
Sergio Eraldo de Salles Pinto Independent Member
Stewart Gordon Smith Independent Member

Board of Executive Officers Board of Executive Officers

The members of our board of executive officers are our legal representatives. They are primarily responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors. Our board of directors is responsible for establishing the roles of each executive officer.

Name Position
John Peter Rodgerson Chief Executive Officer
Alexandre Wagner Malfitani Chief Financial Officer and Investor Relations Officer
José Mario Caprioli dos Santos Institutional Relations Officer
Abhi Manoj Shah Chief Revenue Officer