Board of Directors Executive Officers

Annual Report 20-F FAQ

Board of Directors

Our board of directors is dedicated to providing our overall strategic guidelines and, among other things, is responsible for establishing our general business policies and for electing our executive officers and supervising their management. Currently, our board of directors is comprised of eight members. The members of the Audit Committee satisfy the Audit Committee Membership independence requirement of NYSE and BOVESPA. The board of directors meets quarterly or whenever requested by the president of the Board or three members of our board of directors.

Under the Brazilian corporation law, each director must hold at least one of our common or preferred shares, may reside outside of Brazil , and is elected by the holders of our common shares at the Assembléia Geral, or the annual general meeting of shareholders. Under Brazilian corporation law, a director is prohibited from voting on any matter that would result in such director having a conflict of interest with our company.

Under Brazilian corporation law, shareholders of publicly traded companies, such as we will be, who together hold non-voting or voting-right restricted preferred shares representing at least 10% of our total share capital for at least three months, are entitled to appoint one member of our board of directors.

Under our by-laws, the members of the board of directors are elected by the holders of our common shares at the annual general meeting of shareholders. Members of our board of directors serve one-year terms, reelection being permitted. The terms of our current directors will expire in 2009. Our by-laws do not provide for a mandatory retirement age for our directors.

The following table sets forth the name and position of each current member of our board of directors. A brief biographical description of each current member of our board of directors follows the table.

Alvaro de Souza
is the chairman of our board of directors and has served in this capacity since April 2009. Mr. Souza is an officer of AdS - Gestão, Consultoria e Investimentos Ltda. and member of the board of directors of SAG do Brasil, WWF, Comgás, British Gas and Roland Berger. He is the former CEO of Citibank Brasil. Mr, Souza holds a bachelors degree in Economics and Business Administration from PUC - São Paulo.

Constantino de Oliveira Júnior
is a member of our board of directors and our Chief Executive Officer. He has served in both capacities since March 2004. Mr. Oliveira has also been the chief executive officer and a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2001. Mr. Oliveira introduced the "low-cost, low-fare" concept to the Brazilian airline industry and was elected the Most Valuable Executive in 2001 and 2002 by the Brazilian newspaper Valor Econômico and was also elected the Leading Executive in the logistics sector in 2003 by the readers of Gazeta Mercantil, a Brazilian financial newspaper. From 1994 to 2000, Mr. Oliveira served as an officer for a passenger ground transportation company . Mr. Oliveira studied Business Administration at the Universidade do Distrito Federal and he attended the Executive Program on Corporate Management for Brazil conducted by the Association for Overseas Technical Scholarships.

Henrique Constantino
has been a member of our board of directors since March 2004. Mr. Constantino has also been a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2003. He participated in the creation of GOL TRANSPORTES AÉREOS S.A. and served as its financial officer from January 2001 to March 2003, when he became a member of the board. Mr. Constantino has a law degree from CEUB - Centro de Ensino Unificado de Brasília and has a Master in Business Administration degree from EASP-FGV (Fundação Getúlio Vargas in São Paulo ).

Joaquim Constantino Neto
has been a member of our board of directors since March 2004. Mr. Constantino has been a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2001.

Ricardo Constantino
has been a member of our board of directors since March 2004. Mr. Constantino has been a member of the board of directors of GOL TRANSPORTES AÉREOS S.A. since 2001. He has been the technical and maintenance officer of the Áurea group since 1994. Since 2000, Mr. Constantino is also a member of the board of directors of Mercabenco S.C., a consortium of Mercedes automobile dealers.

Antonio Kandir
has been a member of our Board of Directors since August 2004. Mr Kandir is an economic consultant and is a partner and board member of Banco Ribeirão Preto. He is a member of the Board of Directors of AVIPAL/ELEGÊ, Cecrisa, Portugal Telecom and Jacklinks Brasil. Mr. Kandir served in the Brazilian Government as a Congressional Representative for two terms, as well as Planning and Budget Minister and Secretary of Economic Policy, and was President of the Privatization Council. He has a bachelors degree in engineering from the Escola Politécnica at USP and a PhD in Economics from Unicamp.

Luiz Kaufmann
has been a member of our Board of Directors since December 2004. Mr Kaufmann has presided over several companies such as Aracruz Celulose S.A. (NYSE: ARA and Bovespa: ARCZ) from 1993 to 1998, Vésper, Petropar, Grupo Multiplic, Arthur D. Little, and was a partner at GP Investimentos. He was a member of several companies´ Board of Directors including Pioneer Hi-Bred International, América Latina Logística (ALL), and Lojas Americanas. Luiz Kaufmann is also Chairman of Fleet One´s Board of Directors, CEO of Primesys Soluções Empresariais S.A. and L. Kaufmann Consultores. He was member of the Global Corporate Governance Advisory Board, which was comprised of 20 internationally renowned business leaders from 16 different countries and was created to advance knowledge on the roles and responsibilities of Boards of international companies. Mr. Kaufmann has a bachelor degree in Mechanic Engineering from Universidade Federal do Paraná and Master of Science in Industrial Engineering from Illinois Institute of Technology in Chicago.

Richard Lark, Jr.
has been a member of our board of directors since June 2008.  Mr. Lark served as our executive vice president, chief financial officer and investor relations officer from April 2003 to June 2008.  Mr. Lark is director of investment management firm Endurance Capital Partners (Anbid participant), and member of the boards of several private and public companies, including Renar Maçãs (Bovespa: RNAR).  From 2000 to 2003, Mr. Lark served as chief financial officer of Americanas.com (today B2W Companhia Global de Varejo) and during 1988 to 1999 he was an executive in the investment banking divisions of Morgan Stanley, Citicorp and First Boston.  Mr. Lark is a member of the board of governors of the American Society of São Paulo since 2003, having served as its president during 2005-2007.  Mr. Lark holds a Master in Business Administration degree from the Anderson School at UCLA (1994), bachelor degrees in finance/business economics and philosophy from The University of Notre Dame (1988), and is an authorized Investment Fund Manager (2009). Mr. Lark is a member of our Risk and Financial Policies Committee and our Accounting, Tax and Financial Statements Policies Committee.

Paulo Kakinoff
Member of the Board of Directors, elected on January 2010. Paulo Kakinoff is currently CEO of Audi Brasil and has 17 years of experience in the auto industry, having served as Sales & Marketing Director at Volkswagen do Brasil and as Executive Director for South America at the Volkswagen Group’s head offices in Germany. He holds a bachelor’s degree in Business Administration from Mackenzie University.

Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino are brothers and Constantino de Oliveira is their father.

Executive Officers

Our executive officers have significant experience in the domestic and international passenger transportation industries, and we have been able to draw upon this extensive experience to develop our low-cost operating structure. The executive officers are responsible for our day-to-day management. The executive officers have individual responsibilities established in our by-laws and by our board of directors. The business address of each of our executive officers is the address of our principal executive offices.

Under our by-laws , we must have at least two and at most seven executive officers that are elected by the board of directors for a one-year term. Any executive officer may be removed by the board of directors before the expiration of his term. The current term of all our executive officers ends in March 2010.

The following table sets forth the name and position of each of our executive officers. A brief biographical description of each of our executive officers follows the table.

Constantino de Oliveira Júnior
(please refer to bio above - in Board of Directors).

Fernando Rockert de Magalhães
Rockert joined GOL in January 2004 and is considered one of the most experienced executives in the industry. He assumed the role of GOL’s Director of Operations in March 2005. In addition to being an experienced pilot with more than 16,000 flight hours, Rockert holds a degree in Law, a graduate degree in Administration from the College of Industrial Engineering (FEI) and earned his Masters in Business Administration (MBA) at the Fundação Getulio Vargas (FGV). Rockert is also a professor of Aeronautical Law. Rockert began his career in the 1970s when he helped found Rio Sul, a regional airline in Brazil. He also worked as a VASP pilot for more than 18 years and was a simulation instructor based in Seoul, South Korea for FlightSafety Boeing (now Alteon), where he trained pilots for Korean airlines.

Leonardo Porciúncula Gomes Pereira
Mr. Pereira was appointed to the office of Executive Vice-President and Chief Financial Officer of GOL in February 2009. Before joining GOL, Mr. Pereira served two years as the CEO of Companhia do Vale do Araguaia, a Brazilian commercial foresting company, and six years as the Chief Financial Officer and Investor Relations Director of NET Serviços, a leading cable provider in Latin America listed on the BOVESPA (Level II), NASDAQ and Latibex. For five years he served as Planning Director at Globopar and 13 years in a number of roles at Citibank Corporate Finance Bank in Brazil, Asia, Latin America and the United States, being responsible for the Latin American Aviation team. He is member of the Corporate Governance Committee of the American Chamber of Commerce in São Paulo and member of the Board of Directors of M. Dias Branco, Brazil’s leading food company member of Novo Mercado (BOVESPA). Mr. Pereira has bachelor degrees in Production Engineering from the Universidade Federal do Rio de Janeiro (UFRJ) and in Economics from the Universidade Candido Mendes; Mr. Pereira holds a Master in Business Administration from Warwick University (United Kingdom). Mr. Pereira has also studied Finance at IMD in Switzerland and General Management at Wharton Business School, attended The Association for Overseas Technical Scholarship (AOTS) in Japan, and completed Columbia University’s Senior Executive Education Program.

Ricardo Khauaja
He has been GOL´s Vice-President of Customers, Employees and Management since July 2009. Mr. Khauaja worked for beverage company Ambev for ten years, where he served in several positions, including Corporate Human Resources manager (2001 to 2003). After this, he worked for six years at home appliance manufacturer Whirlpool, first as the Human Resources Officer for Latin America (three years), followed by vice-president (three years). Mr. Khauaja has a degree in Production Engineering from the Federal University of Rio de Janeiro (UFRJ) and a MBA in Finance from the Brazilian Capital Market Institute (IBMEC/RJ). He also completed “The Transition from Functional to General Management” course at Columbia University in the United States.

Last Update: January 15, 2010