Governance and Compliance at GOL

GOL conducts its business in line with best corporate governance practices, taking into account the highest national and international standards.

Therefore, in its activities, the Company’s governance model is based on the three lines of defense governance model. For the second line, the company has the areas involved in management, monitoring and support activities under the leadership of the Corporate Risks, Compliance and Internal Controls Executive Directorate.

The Corporate Risks, Compliance and Internal Controls Executive Directorate’s mission is to establish principles and corporate standards by providing information that assists in decision making and effectively contributes to the preservation of value, through an adequate risk management and robust system of internal controls. In other words, it is responsible for supporting and guiding the other areas of the Company, especially those that perform operational activities and have highest risk.

Right Path - Ethics and Compliance

GOL's Way of Being and Doing is sustained by righteous behavior and ethical conduct, as we believe that ethics should permeate all our relationships and activities. It is these attitudes and behaviors that connect us to the purpose of Being the First for Everyone.

In this sense, the Company is committed to the applicable Anti-Corruption Legislation and has adopted the Right Path - Ethics and Compliance Program, which aims to foster a culture of integrity as well as to prevent, mitigate and respond to risks of corruption and other internal risks in breach of our Values.

The Right Path is a dynamic program, constantly evolving and improving, based on the following pillars:

Pilares do Programa de Compliance

The Compliance Structure

To ensure the effectiveness of its Compliance Program, GOL has an independent Compliance area, comprised of qualified professionals, dedicated exclusively to the coordination, development and improvement of the Program, which is implemented and developed on a daily basis by all areas of the Company.

To guarantee the necessary autonomy and independence, the Directorate of Compliance reports directly to the CEO, having direct access to the Statutory Audit Committee and the Board of Directors.

Compliance Working Group (Compliance Committee)

The Compliance Working Group (CWG) aims to support the Compliance area in discussing issues that require a multidisciplinary vision, to develop actions and policies that aim to follow the evolution of the Company's business and activities, as well as sharing this construction in line with the Company's Culture.

This WG is coordinated by the Executive Directorate of Corporate Risks, Compliance and Internal Controls and is composed by the Directors of the People and Culture, Internal Audit, Legal and Controlling areas.

Compliance Ambassadors

GOL's Compliance Ambassadors Program is part of the strategy to disseminate Compliance topics and guidelines, as well as to bring the Compliance area closer to other areas of the Company.

Compliance Ambassadors are employees, selected according to the function performed in their areas in the Company.

Ambassadors' main roles are: to identify and report risks and other relevant Compliance topics, to assist in the development and implementation of training in their respective areas, to raise suggestions from employees about compliance initiatives, and to support the dissemination of the Company’s culture of integrity.

To enable the Ambassadors, periodic trainings are conducted by the Compliance team, focusing on imparting the necessary knowledge so that they can identify the needs in their departments and guide other Members on simple issues.

In this sense, after conducting these trainings, the dissemination of knowledge in their respective areas is also responsibility of the Ambassadors that, under the guidance of the Compliance area, conduct workshops for their colleagues, linking the concepts presented in the trainings to issues that arise in the everyday practices of each one.

Policies and Procedures

GOL, in its relationships, is based on principles that underpin an organizational culture aimed at valuing people, acting based on compliance with our internal procedures and regulations and on the permanent pursuit of development.

With respect to the internal compliance-related guidelines, the company sets its expectations for courses of action on clear internal policies and procedures and disseminates them to all members to whom they may be applicable.

Code of Ethics

GOL has a comprehensive Code of Ethics, which seeks to provide guidance on matters related to Ethics and the Values that govern the Company's activities. This code is applicable to all employees, regardless of rank, to all executives and to the Board of Directors (together, our “members”).

Supplier Conduct Guidelines

GOL prioritizes relationships with third parties who conduct their activities in accordance with ethical principles similar to their own.

Accordingly, all GOL suppliers must follow the Supplier Conduct Guidelines during their relationship with the Company.

Anti-Corruption Policy

GOL is against corruption in all its forms and seeks to ensure the highest level of integrity and ethics in its activities. To clarify its commitments, concepts and key related risks, the Company has an Anti-Corruption Policy, in addition to other related policies such as: Gifts and Entertainment, Sponsorships and Donations, among others.

In its Anti-Corruption Policy, the Company reiterates the prohibition of bribery and other acts detrimental to the Public Administration, such as causing damage to the competitive nature of any bidding procedure, obstructing or hindering investigations or inspections of Public Agents or using third parties to conceal its true interests in its relations with Public Agencies.

Policy on Interaction with Public Agents

GOL maintains the highest level of integrity and transparency in its relations with Government representatives. Thus, to guide our Members in their relations with these professionals, GOL has a Policy on Interaction with Public Agents.

Gifts and Entertainment Policy

GOL's Gifts and Entertainment Policy (“courtesies”) aims to define the conditions for offering/receiving courtesies within its business relationships, explaining concepts, setting boundaries, alerting to points of attention and giving practical examples.

Courtesies may be offered/received in connection with business relationships, subject to GOL's internal policies and procedures and as long as they do not nor appear to be improper advantages.

In general, GOL Members may receive gifts and entertainment when these courtesies:

• Do not appear nor have the purpose of influencing who receives the Courtesy, i.e. they may not appear to be an exchange of favors;

• Are not of excessive value, for example, of more than 1/3 of the minimum wage;

• Are not offered too often;

• Are not in cash or other means easily convertible in cash;

• They are not nor appear to be inappropriate.

Sponsorships and Donations Policy

Sponsorships and donations are the support granted by the Company to initiatives with which GOL identifies. In order for such support to be offered in a transparent manner and to achieve its intended purpose, this policy clearly sets out the guidelines and precautions required when granting such support to third parties.

GOL does not make political donations nor does it allow any third party to make donations in GOL's name and/or interest.

Conflicts of Interest Policy

GOL conducts its activities in a transparent, safe and responsible manner, free from conflicts of interest and consistent with its Values.

The Conflicts of Interest Policy sets out guidelines for avoiding Conflict of Interest situations, i.e. situations in which the private interests of the individual or someone related to them may overlap the interests of the Company.

In this context, it is expected that both GOL Members and any third parties will report any potential conflict of interest situations they identify, so that these situations may be reevaluated and the related risks mitigated.

Policy on Transactions with Related Parties

GOL believes in a fair and transparent market, and therefore has a Policy on Transactions with Related Parties, which aims to provide transparency to such transactions.

Related Parties are the persons or entities with whom the Company has a particular relationship that enables them to negotiate under conditions other than independence, as conditions of negotiation applicable to other parties, by virtue, for example, of their corporate relationships.

To support this objective, GOL requires its suppliers, business partners or other third parties to inform if they become aware of being a Related Party of GOL prior to the conclusion of the business relationship.

Third Party Due Diligence

Due to GOL’s preference to engage with third parties who conduct its activities in accordance with similar ethical principles, GOL conducts Due Diligences on its potential suppliers, representatives, business partners and other at risk counterparties with which it conducts business.

This is done through research and analysis of information and documents aimed at identifying risks related to corruption and ethical-reputational issues arising from the conclusion of contracts, partnerships or other types of associations.

Training and Communication

GOL considers it fundamental to value people, to comply with guidelines and regulations and the permanent pursuit of development. Therefore, the Company invests in education and actions that strengthen the principles of our Culture.

Our Culture of Integrity is the guiding thread of our actions and should guide all our attitudes. Awareness of all GOL Members on Compliance issues is key to maintaining and developing this Culture.

The periodic Training and Communications are developed to help familiarize our members with compliance themes. These Trainings and Communications seek to reach all GOL Members and, accordingly, we conduct trainings for all, regardless of position or function, including members of Top Management.

Training

After the launch of the Right Path - Ethics and Compliance Program in July 2018, GOL has developed a series of videos intended for all GOL Members so that everyone in the Company is aware of which paths to choose, therefore contributing to the strengthening of our Culture of Integrity.

The videos are divided by themes and through a simple narrative, address issues related to compliance, provoking reflections on how we should act in our work relationships and also in society. Online training is available in all countries where we operate, in Portuguese, Spanish and English.

In addition to online training, the Compliance area conducts in-person trainings, either provoked by requests from other areas or provoked by the identification of more exposed areas or sensitive compliance processes.

In these cases, presentations are made by Compliance team in practical and interactive workshop-based approaches, enabling the exchange of knowledge with the areas involved and clarification of doubts, as well as bringing the parties together.

Communication

Our communications are intended to reinforce relevant information, keep compliance issues present in all Members' daily activities and to translate our Policies into practical examples so that everyone can identify at risk situations in our daily operations and know how to act in such situations.

They are held periodically and address various topics, for example the launch of new policies, update of procedures or identification of topics in which Members may have doubts.

Ethics Channel

GOL encourages all its members and third parties to report their concerns, questions and suggestions to the Ethics Channel and prohibits any form of retaliation for reports made in good faith.

Hotline

Our Communication Channels allow anonymity and can be accessed as follows:

Through the Internet, through the website www.eticanagol.com.br, your report will be received by an external and independent company, which guarantees the integrity and absolute confidentiality of the reports.

All findings made by the Ethics Channel are forwarded to the Ethics Committee for consideration.

Ethics Committee

The Committee is composed of five Company Directors and its main duties are to evaluate cases of violation of the Code of Ethics and to resolve ethical doubts and dilemmas, as well as to promote the dissemination of the Code of Ethics in the company, to ensure the functioning of communication channels, confidentiality of the reports received and the protection of the reporter in good faith.

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