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 held | ||
|---|---|---|---|
| Sergio Eraldo de Salles Pinto | Committe member and coordinator | ||
| Sergio Eraldo de Salles Pinto has been an independent member of our board of directors since March 10, 2008. He is the Chief Executive Officer of the Bozano Group. Mr. Salles is also a current board member of Embraer, Ouro Preto Óleo e Gás, Votorantim S.A. and Chief Executive Officer of Bozano Investimentos. In addition to holding these positions, Mr. Salles served as a borad member of Netpoints, Executive Director of Banco Bozano, Simonsen S.A and was Chairman of Bozano Simonsen Securities of London. Mr. Salles holds a bachelor’s degree in economics from Centro de Ensino Unificado de Brasília and electrical engineering from Universidade de Brasília, a master’s degree in economics from Fundação Getúlio Vargas do Rio de Janeiro, and a master’s degree in business administration from Pontifícia Universidade Católica do Rio de Janeiro. | |||
| Gelson Pizzirani | Committee member | ||
| Gelson Pizzirani has been an independent member of our board of directors since April 30, 2012. Mr. Pizzirani was a VP of Revenue Management and Fleet Planning at Tam Linhas Aéreas S.A. from 2002 to 2007. Before joining Tam Linhas Aéreas S.A., he held several management positions with different IT companies. Mr. Pizzirani holds a bachelor’s degree in mathematics from the Universidade do Santo André and a master’s degree in strategic management and information technology from Fundação Getúlio Vargas. | |||
| Gilberto Peralta | Committee member | ||
| Gilberto Peralta has been a member of our board of directors since August 24, 2018. With more than 35 years of experience in the aviation sector, Mr. Peralta has led several businesses within General Electric, including CEO of GE Brazil, General Manager of GE Capital Aviation Services, and Vice President at GE Aviation. He has lived and worked in Brazil, the United States and Europe and holds a bachelor’s degree in Civil and Mechanical Engineering from the Catholic University of Petropolis. | |||
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 held | ||
|---|---|---|---|
| Carolyn Luther Trabuco | Committee member and coordinator | ||
| Carolyn Trabuco has been an independent member of our board of directors since March 10, 2008. Ms. Trabuco is founder of Thistledown Advisory Group, LLC, a sustainable finance and corporate strategy firm in Connecticut. Prior to Thistledown she was a Managing Director at Cornerstone Capital Group, Inc., a sustainable finance focused research and advisory firm in New York City where she published research on pre-financial corporate performance indicators based on the environment, social and governance practices of global resources companies. Before joining Cornerstone Ms. Trabuco was a Senior Vice President at Astenbeck Capital Management, LLC and Phibro Trading, LLC from 2009 until 2014 where she was responsible for global oil and gas commodity and equity analysis. From 2002-2009 she worked at Pequot Capital Management as a senior equity research analyst focused on the global resources sector and the Latin American region specializing in Brazil. Ms. Trabuco has worked in the financial services industry for over 20 years and has been involved with Azul since its foundation in 2008. Ms. Trabuco holds a bachelor’s degree in art history from Georgetown University. | |||
| David Gary Neeleman | Committee member | ||
| David Neeleman, a dual Brazilian and U.S. citizen, is the Chairman of our board of directors and our Chief Executive Officer and has served in these positions since he founded Azul in January 2008. Prior to Azul, Mr. Neeleman founded JetBlue, where he held the position of Chief Executive Officer from 1998 to 2007 and Chairman of the board of directors from 2002 to 2008. Mr. Neeleman’s career in the airline industry began in 1984 when he co-founded Morris Air. As president of Morris Air, he implemented the industry’s first electronic ticketing system and pioneered a home reservationist system that is now the foundation of JetBlue’s call center. Mr. Neeleman sold Morris Air in and took the electronic ticketing to Open Skies. He sold Open Skies to Hewlett Packard in 1999. Mr. Neeleman was also co-founder of WestJet Airlines and served as a member of its board of directors from 1996 to 1999. Mr. Neeleman is also part of a consortium that initially acquired a controlling interest in TAP through TAP’s privatization in 2015 and is a member of the board of directors of TAP. | |||
| Sergio Eraldo de Salles Pinto | Committee member | ||
| Sergio Eraldo de Salles Pinto has been an independent member of our board of directors since March 10, 2008. He is the Chief Executive Officer of the Bozano Group. Mr. Salles is also a current board member of Embraer, Ouro Preto Óleo e Gás, Votorantim S.A. and Chief Executive Officer of Bozano Investimentos. In addition to holding these positions, Mr. Salles served as a borad member of Netpoints, Executive Director of Banco Bozano, Simonsen S.A and was Chairman of Bozano Simonsen Securities of London. Mr. Salles holds a bachelor’s degree in economics from Centro de Ensino Unificado de Brasília and electrical engineering from Universidade de Brasília, a master’s degree in economics from Fundação Getúlio Vargas do Rio de Janeiro, and a master’s degree in business administration from Pontifícia Universidade Católica do Rio de Janeiro. | |||
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 held | ||
|---|---|---|---|
| Michael Lazarus | Committee member and coordinator | ||
| Michael Lazarus has been an independent member of our board of directors since February 20, 2013. Mr. Lazarus co-founded Weston Presidio, a private equity firm focused on growth companies, in 1991 and currently serves as one of its Managing Partners. Mr. Lazarus is also a founding partner of Main Post Partners, a San Francisco based growth equity fund. Prior to the formation of Weston Presidio, he served as Managing Director and Director of the Private Placement Department of Montgomery Securities. He was previously the founding Chairman of JetBlue and served on the board of directors for the airline as well as on the boards of directors for Restoration Hardware, Morris Air, Guitar Center, Fender Musical Instrument Corp., Integro, Jimmy John’s LLC, and numerous privately held companies. Michael graduated with a bachelor’s degree in accounting from Grove City College and he is a certified public accountant in the United States. | |||
| Renan Chieppe | Committee member | ||
| Renan Chieppe has been an independent member of our board of directors since August 15, 2012 and General Executive Officer of Grupo Águia Branca’s passenger transportation unit since 1994. Mr. Chieppe joined Grupo Águia Branca in 1980. He is also a member of the board of directors of VIX Logística. Mr. Chieppe also served as chairman of the board of TRIP from 2008 to 2012. In 2001, he was elected president of the Espírito Santo State Passenger Transportation Trade Association (Sindicato de Transportes de Passageiros do Estado do Espírito Santo), a position he held for two consecutive terms. Mr. Chieppe holds a degree in business administration from Faculdades Integradas Espírito-Santenses. | |||
| Gelson Pizzirani | Committee member | ||
| Gelson Pizzirani has been an independent member of our board of directors since April 30, 2012. Mr. Pizzirani was a VP of Revenue Management and Fleet Planning at Tam Linhas Aéreas S.A. from 2002 to 2007. Before joining Tam Linhas Aéreas S.A., he held several management positions with different IT companies. Mr. Pizzirani holds a bachelor’s degree in mathematics from the Universidade do Santo André and a master’s degree in strategic management and information technology from Fundação Getúlio Vargas. | |||
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.
| Nome | Cargo ocupado |
|---|---|
| Alexandre Malfitani | Committee Member and Coordinator |
| Joanna Camet Portella | Committee Member |
| Roberto Hobeika | Committee Member |