Corporate governance

Committees

Audit Committee

Our audit committee is composed of three members who are elected by our board of directors. The members shall be appointed for a two-year term of office, being permitted reelection, with a limit of ten consecutive years in office. Upon reaching the ten consecutive year limit, members will become eligible to serve on this committee again after three years from the end of his last term of office. The audit committee is responsible for: (i) advising our board of directors regarding the selection of independent auditors, (ii) reviewing the scope of the audit and other services provided by our independent auditors, (iii) evaluating and monitoring related party transactions and (iv) evaluating our internal controls, among other things. The members of our audit committee are Gelson Pizzirani and Sérgio Eraldo de Salles Pinto (coordinator). Sérgio Eraldo de Salles Pinto and Gelson Pizzirani are independent members of the audit committee under applicable SEC and NYSE rules. At least one member of the audit committee will be an audit committee "financial expert" within the meaning of the rules adopted by the SEC relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act.

Name Position
Sergio Eraldo de Salles Pinto Committe member and coordinator
Gelson Pizzirani Committee member
Gilberto Peralta Committee member

Compensation Committee

Our compensation committee is composed of three members who are elected by our board of directors two of which shall be independent members of the board of directors, according to the regulations of the Level 2 segment of B3 and the CVM rules of independence. Our compensation committee’s principal responsibilities include: (i) reviewing corporate goals, (ii) evaluating certain executive compensation arrangements as well as the performance of key executives, and (iii) recommending compensation, incentive-compensation and stock option and restricted stock plans to the board of executive officers. The current members of our compensation committee are David Neeleman, Sérgio Eraldo de Salles Pinto and Carolyn Luther Trabuco, all of whom are directors of our company. Their mandates are for an unlimited duration, until the board of directors replaces them. As a foreign private issuer, we are not required to comply with the SEC rules applicable to compensation committees.

Name Position
Carolyn Luther Trabuco Committee member and coordinator
David Gary Neeleman Committee member
Sergio Eraldo de Salles Pinto Committee member

Corporate Governance Committee

Our corporate governance committee was created on December 23, 2013 and is composed of three members who are elected by our board of directors. At least two members of the corporate governance committee shall be independent members of the board of directors, according to the regulations of the Level 2 segment of B3 and the CVM rules of independence. The members of our corporate governance committee are David Neeleman, Michael Lazarus (coordinator) and Gelson Pizzirani. Our corporate governance committee’s principal responsibilities include: (i) recommending to the board of directors a set of corporate governance guidelines applicable to us and supervising its enforcement, (ii) reviewing and approving our code of business conduct and ethics (which provides specific rules for the identification and administration of conflicts of interest applicable to all of our employees and our board of directors) on an annual basis, (iii) reviewing and expressing its opinion about potential conflicts of interest among members of the board of directors and us, considering, as applicable, the Regulation and to the Self-Regulatory Code on Mergers and Acquisitions issued by the Brazilian Takeover Panel (Comitê de Aquisições e Fusões - CAF), or the Panel Code, and (iv) expressing an opinion about (a) the sale or transfer of our fixed assets in amounts, in reais, equivalent to or higher than US$10.0 million, converted by the PTAX-800 rate of the day of the transaction, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein we operate; (b) any transaction between our shareholders, officers or related parties, their respective spouses, ascendants, relatives up to the third degree, its controlling entities, or persons under common control, on the one side, and us or our subsidiaries, on the other side, whenever such transactions are outside the ordinary course of business of a company operating in the same industry wherein we operate; and (c) contracting any financial obligation not provided for in our annual plan or budget or our subsidiaries’, whose amount, in reais, is higher than US$200.0 million, converted by the PTAX-800 rate of the day of the transaction. In relation to these responsibilities, our corporate governance committee is in the process of analyzing and proposing a related party transactions policy to further govern potential conflicts of interests between us and our board of directors.

Name Position
Michael Lazarus Committee member and coordinator
Renan Chieppe Committee member
Gelson Pizzirani Committee member

Ethics and Conduct Committee

The Ethics and Conduct Committee reports directly to the Company’s Governance Committee ("Governance Committee") and consists of three (3) members, as follows: (i) the Company’s Chief Financial Officer, who will act as Coordinator of the Committee; (ii) the General Counsel; and (iii) the Director of Human Resources.

The members of the Committee shall promote and discuss matters acting as an independent and permanent advisory body for the reception, analysis and treatment of situations involving ethical conflicts, with the following attributions:

(i) to promote the dissemination of the Code of Ethics and Conduct within the Company, as well as to third parties,

(ii) to examine and evaluate issues presented to the Committee regarding the responsibility, behavior and ethics of employees and partners of the Company and its affiliates, providing conclusive opinions and, if necessary, recommendations for the solution of situations submitted for analysis,

(iii) to receive, analyze and treat reports of non-compliance arising from the Confidential Channel (and any other means used to report incidents) classified as being "critical" or of "high" impact. Reports classified as being of "medium" or "low" impact will only be assessed by the Committee at the discretion of the Internal Audit Manager,

(iv) to request information, data and statements from any employee of the Company or its affiliates, with the purpose of clarifying the issues under analysis,

(v) in case of reports of non-compliance, to initially check their admissibility, and then formalize the process. The proceedings initiated by the Committee shall be concluded within an average term of 40 (forty) calendar days,

(vi) to propose sanctions to employees of the Company or its affiliates, as well as to third parties, in accordance with the current legislation and disciplinary measures provided for in the Company‘s internal policies

(vii) to maintain the confidentiality of all information of which it has knowledge due to the Committee’s activities, considering the confidential nature of such information,

(viii) to propose amendments to the Code of Ethics and Conduct. The proposed amendments shall be analyzed and approved by the Company‘s Governance Committee and submitted to approval by the Company‘s Board of Directors.

Name Position
Alexandre Malfitani Committee member and coordinator
Joanna Camet Portella Committee member
Roberto Hobeika Committee member