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the bylaws. Moreover, the same exceptions determined in connection with the liability of shareholders,detailed in the paragraph “Liability of Shareholders” above apply to administrators.3.1.12. Advisory CommitteeS/As may optionally have an Advisory Committee, whose members may reside abroad and beremunerated by the Brazilian company.3.1.13. Audit CommitteeA corporation will have an Audit Committee, whose constitution, when its operation is not permanent,may occur in any shareholders‟ meeting, as provided by law. The duties of the Audit Committeeinclude: (i) supervise the acts of the administrators and verify the fulfillment of their legal and bylawobligations; (ii) opine on the annual management report; (iii) opine on proposals from theadministrative bodies to be submitted to the Shareholders‟ Meeting concerning, among other matters,the modification of the capital stock, distribution of dividends, transformation, merger by incorporation,merger and spin-off; (iv) report to the administrative bodies or the Shareholders‟ Meeting any errors,frauds or crimes that it discovers and suggest courses of action that are useful to the company; (v)analyze, at least quarterly, the trial balance and other interim financial statements drawn up by thecompany, and (vi) examine the financial statements for the fiscal year and opine thereon. The AuditCommittee shall be composed of a minimum of 3 and maximum of 5 members and alternates in anequal number, who may be shareholders or otherwise, elected by the Shareholders’ Meeting.3.1.14. Financial StatementsAt the end of the fiscal year, the Board of Executive Officers shall have the following financialstatements drawn up: I- balance sheet; II- profit and loss statement; III-income statement, and IV- thecash flow statements. Publicly held companies are also required to prepare a value added statement.The financial statements shall be (i) available to the shareholders at least one (1) month before thedate scheduled for the AGO;(ii) published in the Official Gazette and in a newspaper of generalcirculation at least 5 days before the date scheduled for the AGO; (iii) the subject of an opinion of theAudit Committee, if in operation; and (iv) submitted to the decision of the Annual Shareholders‟Meeting and subsequently filed in the Commercial Registry, along with the AGO minutes thatapproved them.3.1.15. Publicly held CompaniesPublicly held companies are under the control of the CVM and are subject to specific rules, in additionto the general rules applicable to closely held companies. The public distribution of securities cannot16