Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
C.N.P.J. n.º 06.164.253/0001 -87
N.I.R.E. 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON AUGUST 6, 2007
Date, Time and Place: Held on August 06, 2007, at 3:00 p.m., at Rua Gomes de Carvalho, nº 1.629, in the Board of Directors’ Meeting Room of Gol Linhas Aéreas Inteligentes S.A., Vila Olímpia, in the Capital of the State of São Paulo (“Company”).Attendance: all the members of the Company’s Board of Directors.Presiding Board: Constantino de Oliveira Jr. – as Chairman of the meeting; Henrique Constantino – to be the Secretary.Calling: Waived, due to the attendance of all the members of the Board of Directors.Agenda:Resolve on:(I) reelection of the members of the Committees of the Board of Directors;(II)presentation of the Committees of the Company;(III) approval of the Financial Statements for the 2nd quarter of 2007; (IV) presentation of the Appraisal Report for VRG Linhas Aéreas S.A. (“VRG AppraisalReport”);(V) homologation of the increase of the capital stock of the Company, as a result of the Exercise of Stock Call Options, in accordance with the Stock Call Option Plan of the Company, approved at the General and Special Shareholders’ Meeting held on December 09, 2004 (“Option Plan”).Resolutions taken:After necessary clarifications, the following were approved by unanimous vote:(I)reelection of the members of the Committees of the Board of Directors for a new term of office of one (1) year, counted as from this date, namely:(a)for theAudit Committee, Messrs. (i) Álvaro Antonio Cardoso de Souza, Portuguese, married, economist, bearer of Foreigner’s Identity Card R.N.E W 401.505 -E and enrolled with the C.P.F. under number 249.630.118 -91, resident and domiciled in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 1.726, conjunto 71, 7º andar, CEP 04543-000;(ii) Antônio Kandir, Brazilian, divorced, engineer, bearer of Identity Card R.G. nº 4.866.700 -6 SSP/SP and enrolled with the C.P.F. under number 146.229.631 -91, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Antonio José de Almeida, nº 135, Granja Julieta, CEP 04720-060; and(iii) Luiz Kaufmann, Brazilian, engineer, married, bearer of Identity Card R.G. nº 7.162.266 -SSP/SP and enrolled with the C.P.F. under number 362.006.990 -72, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Funchal, 263, cj. 44, Vila Olímpia, CEP 04551-904;(b)for theCorporate Governance and Appointment Committee, Messrs.(i)Charles Barnsley Holland, naturalized Brazilian, married, auditor, resident and domiciled at Rua Miranda Montenegro, 144, in the City of São Paulo, State of São Paulo, bearer of Identity Card R.G. nº 12.782.315 -SSP/SP and enrolled with the C.P.F. under number. 379.343.258 -00;(ii)Paulo César Aragão, Brazilian, divorced, lawyer, resident and domiciled in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitscheck, 50, 4º. andar, bearer of OAB/RJ nº. 21.560 and enrolled with the C.P.F. under number. 174.204.407 -78; and(iii)Betania Tanure de Barros, Brazilian, married, psychologist, bearer of Identity Card R.G. nº M-1.072.104 and enrolled with the C.P.F. under number 385.001.086 -49, resident and domiciled in the City of Nova Lima, State of Minas Gerais, Avenida Princesa Diana, n.º 760, Alphaville, Nova Lima;(c)for thePeople’s Management Policies Committee, Messrs.(i)Henrique Constantino, Brazilian, married, trader, bearer of Identity Card R.G. nº 1.022.856 SEP/DF, enrolled with the C.P.F. under number 443.609.911 -34, domiciled in the City of São Paulo, at Rua Gomes de Carvalho, nº 1.629, Vila Olímpia;(ii)Marco Antonio Piller, Brazilian, married, business manager, bearer of Identity Card R.G. nº 3.052.978 -5 SSP/SP, enrolled with
2
the C.P.F. under number 054.341.308 -04, domiciled in the City of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, nº 1.629, Vila Olímpia; and(iii)Marcos Roberto Morales, Brazilian, married, consultant. 068.618.238 -30, resident and domiciled in the City of São Paulo, State of São Paulo, Rua Arizona, n.º 1349 – 13º floor, Brooklin;(d)for theRisk Policies Committee, Messrs.(i)Henrique Constantino, as above identified;(ii)Richard Freeman Lark Jr., naturalized Brazilian, single, manager, bearer of Identity Card R.G. nº 50.440.294 -8-SSP/SP, enrolled with the C.P.F. under number 214.996.428 -73, domiciled in the City of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, nº 1.629, Vila Olímpia, and(iii)Barry Siler, specialist in hedge techniques related to oil and fuels, North-American, married, consultant, bearer of passport nº 134943540, domiciled in the United States of America, in Spring, Texas, with offices at 1511 Redstone Manor Drive, Suite 100, 77379-7404; and(e)for theFinancial Policy Committee, Messrs.(i)Henrique Constantinoand(ii)Richard Freeman Lark Jr., both of them as above identified. All the acts performed by the referred members up to this date are hereby ratified;(II) the Committees of the Company,Audit Committee,Corporate Governance and Appointment Committee, Risk Policies Committee,Financial Policy Committee andPeople’s Management Committeehave presented, each, the activities carried out up to this date, as well as the projects to be implemented in the current fiscal year;(III) the financial statements for the second quarter of 2007 were presented and the Audit Committee recommended their approval by the Board of Directors, which did so by unanimous vote. Accordingly, a copy of the referred financial statements, duly approved and initialed by the Presiding Board, will be filed with the head-office of the Company and will be disclosed within the term provided by law;(IV) the Appraisal Report for VRG was presented to the Directors, having been reviewed and approved without restrictions and will be filed with the head-offices of the Company;(V) the increase of the capital stock of the Company within the authorized limit was approved, in the amount of twenty-two thousand, nine hundred and twenty-eight reais and forty cents (R$22,928.40), upon issue of 660 preferred shares, all of them registered and with no face value, as a result of the exercise of the call options granted under the Option Plan. Consequently, the capital stock of the Company is now one billion, three hundred and sixty-three million, seven hundred and fifty-one thousand, nine hundred and twenty-one reais and thirty-nine cents (R$ 1,363,751,921.39), represented by 202,295,169 shares of the Company, of which 107,590,792 are common shares and 94,704,377 preferred shares. The shares issued herein are identical to the already existing shares, and under the terms of the Option Plan they will be entitled to the same rights attached to the other shares of the same kind, including the right to dividends and interest on the own capital: (a) the exclusion of the preemptive rights of the current shareholders of the Company upon the subscription of new preferred shares (“Preferred Shares”) was approved, in conformity with the provisions in Article 171, paragraph three, of the Corporate Law; (b) the total issue price was fixed at twenty-two thousand, nine hundred and twenty-eight reais and forty cents (R$22,928.40), in conformity with the referred plan.Suspension of the Meeting andDrawing-up of the Minutes: After offering the floor to anyone who intended to make use of it, although no one did, the meeting was adjourned for the time necessary to draw up these presents. After reopening this Meeting, minutes were read and checked by those attending the meeting, who signed the document.I hereby certify that this is a faithful copy of the original minutes, which were drawn-up in the proper book.
São Paulo, August 6, 2007.
| _________________________________________ | _________________________________________ | |
| Constantino de Oliveira Júnior | Henrique Constantino | |
| Chairman | Secretary |
GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
| By: | /S/ Richard F. Lark, Jr. | |
Name: Richard F. Lark, Jr. Title: Executive Vice President – Finance, Chief Financial Officer | ||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
