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Right or wrong you're wrong once again...
$ASAMASANTO
Now I can agree with you....
Oh my God Shark Tank you're wrong....
Frankie don't give up like most people.....
Wrong....
Wrong....
Everything's falling into place one step at a time....
It's not going to happen overnight....
It going to happened slowly but surely....
$ASAMA SANTO CORP
You're right about that ...
Lol
#ASAMA SANTO
Yes you're absolutely right....
$ASAMASANTOCORP
ASAMA LOOKS LIKE WE'RE INTO GPU MINING ALSO!
CHECK OUT THE PHOTO OF ASAMA CEO WITH THE JAPANESE GUY....
https://ibb.co/fvLyX8
$ASAMASANTO
OTC DISCLOSURE & NEWS SERVICE
Santo Mining Corp. Reports 2017 Year-End Financials & Disclosure StatementPress Release | 06/19/2018
Doral, FL June 19, 2018 -- Santo Mining Corp. (the "Company"), (OTCMarkets:SANP) today reports its unaudited financial results for the year-end December 31 of 2017. Our consolidated financial statements are presented in accordance with Generally Accepted Accounting Principles (GAAP).
For the fiscal year-end December 31, 2017 Financials & Disclosure Statement, please follow the link below:
https://www.otcmarkets.com/stock/SANP/disclosure
Mr. Franjose Yglesias President and Formal CEO commented, The company has had its financial and business challenges thought-out the last two years and the year-end financial results is evident to these challenges. We remain highly optimistic about the future of the Company, especially in regard to our new majority shareholders ASAMA Vietnam. With our 2016 and 2017 year-end financials, prepared to the highest level of GAAP, we can now more forward in getting our audit done and becoming once more a SEC reporting company. The new management team is also working very hard to identify many blockchain hardware devises to help individuals safe keep and or spend their cryptocurrencies in day-to-day scenarios. Such blockchain hardware devises are not limited to crypto-wallets, crypto-authentication, prepaid crypto debt cards, crypto point of sale systems, crypto-ATMs, and or crypto mining. Additionally, Mr. Dao Duc Thang CEO stated, We are very excited and have many plans for the public company; once it gets fully reporting. I want to personally thank all the shareholders of SANP, the new board of directors and especially Mr. Yglesias for making this a very smooth transition. Remember; Go Slow to Lead, this is not just a slogan its our philosophy and way of life.
Thank you Frankie without you this wouldn't have been possible , ASAMA SANTO FARM CORP INTERNATIONAL...
"GO SLOW TO LEAD"
Bahamas blockchain & cyber currency live conference with P08 CEO...
https://m.facebook.com/story.php?story_fbid=386371638436595&id=373770886363337
ASAMA retweeted
LIVE from Grand Bahama in The Bahamas
— Bahamas Blockchain Conference (@BahamasBlockch1) June 20, 2018
Day 1, session 4, with panel discussion and audience questions. Topic:
- Islands in the Data Stream: Blockchain as a Global Resource for Seed and Growth Capital https://t.co/7Pgr3UgKvb
Profitability sure has increased , definitely did you see the size of them MINI MINERS/HUGE...
$ASAMASANTO
Yep you saw that huh ....
Looks like they got the hands into everything you see those MINI miners the size of that MINI Miner....WOW
$ASAMASANTO
ASAMA FARM MORE MINERS ARE BEING INSTALLED IN A POD in OTHER FACILITY...
Plus CEO in a corporate meeting..
Check out the photos!
https://ibb.co/dxyZN8
https://ibb.co/mXQyh8
https://ibb.co/iuq9po
https://ibb.co/i52uN8
https://ibb.co/bBJJh8
https://ibb.co/kGfLvT
$ASAMASANTOCORP
ASAMA MINI MINER looks like they got the hands and everything!
CHECK OUT THE VIDEO.....
https://m.facebook.com/story.php?story_fbid=2053106344962636&id=100007898716220
$ASAMA SANTO INTERNATIONAL CORP
ASAMA LAUNCHED IT'S Own HYDROELECTRIC POWER on Feb 6th PLUS MORE!
Check out the photos...
https://ibb.co/gj72s8
https://ibb.co/dvvBkT
$ASAMACORP
ASAMA CEO in Other mining FARM with Japanese Fella..
Also A8 GROUP ....
Check out the photos!!
https://ibb.co/dq8rZo
https://ibb.co/nf9Fuo
https://ibb.co/c96pLT
https://ibb.co/ejKn78
https://ibb.co/etCeLT
https://ibb.co/gPbjn8
https://ibb.co/iFFG0T
https://ibb.co/kYv278
ASAMA new MINING farm facility looks like 8 racks about 1000 miners or MORE!
CHECK OUT THE PHOTOS....
https://ibb.co/nKeJfT
https://ibb.co/egmg0T
https://ibb.co/ntjC78
https://ibb.co/bBJYEo
https://ibb.co/gdpDVT
https://ibb.co/mZrox8
https://ibb.co/coqG0T
https://ibb.co/cna94o
https://ibb.co/mQPyEo
https://ibb.co/ikG60T
https://ibb.co/iApn78
https://ibb.co/hoMpLT
ASAMASANTO CEO and CFO , Photos of them when they were partners with SKY MINING....
https://ibb.co/keR278
https://ibb.co/e5eauo
https://ibb.co/khvgZo
https://ibb.co/cFEm0T
https://ibb.co/d2bAS8
https://ibb.co/goMoEo
https://ibb.co/ipsH78
https://ibb.co/jCCH78
https://ibb.co/ji2H78
https://ibb.co/bZ6AS8
https://ibb.co/bDfb0T
https://ibb.co/kY0yEo
https://ibb.co/kp6ifT
https://ibb.co/keR278
https://ibb.co/csnpLT
https://ibb.co/mTPVS8
https://ibb.co/eM1zLT
https://ibb.co/npcTEo
https://ibb.co/ij6AS8
$ASAMA SANTO INTERNATIONAL
You're welcome I'll post some more stuff later.....
ASAMA New Photos or there mining Farms...
https://ibb.co/fBe8x8
https://ibb.co/hxNvc8
https://ibb.co/gjDU4o
https://ibb.co/i6MGjo
https://ibb.co/i52YVT
https://ibb.co/gdpDVT
https://ibb.co/ioJwjo
https://ibb.co/mZrox8
https://ibb.co/csbcqT
https://ibb.co/ckZVAT
https://ibb.co/cna94o
https://ibb.co/csbcqT
https://ibb.co/iHJhqT
https://ibb.co/jmV3VT
https://ibb.co/iRkgH8
$ASAMA SANTO
ASAMA INTERNATIONAL
https://ibb.co/cNaZ4o
ASAMA INTERNATIONAL
https://ibb.co/iHJhqT
Cool thanks!!
Nice , ASAMACORP is everywhere if you look deep enough , did you check out my stuff "links" that I posted a lot of great photos , proof of miners and there other farms, etc....
"GO SLOW TO LEAD"
$ASAMA SANTO INTERNATIONAL
ASAMASANTO INTERNATIONAL more photos of miners in a different FARM facility..
https://m.facebook.com/story.php?story_fbid=1004424133046183&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1002430816578848&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1044859732335956&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1045844352237494&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1059920240829905&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1064751490346780&id=100004358168721
https://m.facebook.com/story.php?story_fbid=1067781373377125&id=100004358168721
$ASAMA SANTO INTERNATIONAL
Asama miners , here are some more photos and links....
https://m.facebook.com/story.php?story_fbid=265180644045495&id=100016606848874
https://m.facebook.com/story.php?story_fbid=263966660833560&id=100016606848874
https://m.facebook.com/story.php?story_fbid=261545531075673&id=100016606848874
https://m.facebook.com/story.php?story_fbid=259263087970584&id=100016606848874
https://m.facebook.com/story.php?story_fbid=258394958057397&id=100016606848874
https://m.facebook.com/story.php?story_fbid=257589114804648&id=100016606848874
https://m.facebook.com/story.php?story_fbid=257516088145284&id=100016606848874
https://m.facebook.com/story.php?story_fbid=255788244984735&id=100016606848874
https://m.facebook.com/story.php?story_fbid=255028711727355&id=100016606848874
#ASAMA SANTOMINING INTERNATIONAL
ASAMA DIFFERENCES - Legal clarity <Bank security and protection of the state> 2- Technology Leading the <monopoly supply of new machines and pools from America> 3- Long-term strategy <Global market development> 4- Rich ecosystems <More than 20 enterprises with Vietnamese partners VN accepts 100% of ASAMA points, with thousands of items from cosmetics, electronics to cars, real estate.
5- Commitment payment policy for investors up to> 300% per year.
6- The treatment mechanism chooses the best leaders.
$ASAMA SANTO INTERNATIONAL
ASAMA CORP INTERNATIONAL...
http://dautuloinhuancao2018.blogspot.com/2018/06/co-hoi-au-tu-loi-nhuan-khung-300nam.html
$ASAMASANTO
ASAMACORP , Photos of mining farm and miners ,Etc
"GO SLOW TO LEAD"
https://m.facebook.com/story.php?story_fbid=1345797618885957&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1350756078390111&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1352390008226718&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1353496728116046&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1360017980797254&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1361025790696473&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1362494777216241&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1367054830093569&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1368263439972708&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1369874643144921&id=100003671943171
https://m.facebook.com/story.php?story_fbid=929076683961500&id=100005775312561
https://m.facebook.com/story.php?story_fbid=2051670981772839&id=100007898716220
https://m.facebook.com/story.php?story_fbid=1373233266142392&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1373921109406941&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1375447622587623&id=100003671943171
https://m.facebook.com/story.php?story_fbid=1378014738997578&id=100003671943171
Here's some photos I found with other technicians with shoes on....
https://m.facebook.com/story.php?story_fbid=1345797618885957&id=100003671943171
$ASAMASANTO
It's going to happen ,can't wait funds almost cleared by the bell going to pick up another 10M / 5s
Why not make it 50M
What are your thoughts about
this?
"GO SLOW TO LEAD"
$ASAMASANTO
New tweet almost there...
https://twitter.com/AsamaCorp/status/1009228073315774464?s=19
$ASAMASANTO
ASAMASANTO
MEETING OF THE BOARD OF DIRECTORS
Santo Mining corp. dba ASAMA CORP.
Date: June 14, 2018
Attendees
MR. DAO DUC THANG MR. TONY LE
CEO, Chairman COO Board Member
Ho Chi Minh, Vet Nam Ho Chi Minh, Vet Nam
MR. FRANJOSE YGLESIAS MR. LUONG THE ANH
President, Secretary CFO, Treasure of the Board
Doral, Florida USA Ho Chi Minh, Vet Nam
MR. PHAN VAN DUNG
Director, Assistant Secretary of the Board
Ho Chi Minh, Vet Nam
VIA TELECONFERENCE
A meeting of the Board of Directors of Santo Mining Corp., a Florida corporation was held on June 14, 2018 whereby a resolution was proposed and approved by the board:
The Board of Directors approved in a unanimous majority decision the following
1 . Name Change from Santo Mining Corp. to ASAMA Corp.
2 Articles of Incorporation
a. Exhibit A
b. Exhibit B
IN WITNESS WHEREOF, the undersigned majority shareholders of Santo Mining Corp., do hereby execute this board resolution to be effective immediately.
Mr. Ph Van Dung Director, Assistant Secretary of the Board
Mr. Tony Le Mr. Luong The Anh
COO Board Member CFO, Treasure of the Board
Exhibit A to the Articles of Amendment
ARTICLE I OFFICES
The principal office of the Corporation in shall be located at. The registered office of the Corporation shall be located 3150 NW 107th Ave. Suite 400 Doral, FL 33172, whereby the registered agent shall be Franjosé Yglesias. The Corporation may have other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE Il
SHAREHOLDERS
SECTION 1. Annual Meeting.
The annual meeting of the shareholders shall be held on the 15th day in the month of February in each year, beginning with the year 2018, at the hour of 14:00 EST for the purpose of electing Directors and or for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday and or fall on a weekend, such meeting shall the held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meeting.
Special meeting of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President at the request of the holders of not less than percent (51%) of all the outstanding shares of the Corporation entitled to vote at the meeting.
SECTION a Place of Meeting.
The Board of Directors may designate any place, either within or without the State of Florida, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Florida, unless otherwise prescribed by statute, as the place for holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation.
SECTION 4. Notice of Meeting.
Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless othenwise prescribed by statute, be delivered not more than three (3) nor less than thirty (30) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the Mail. Addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. Voting List.
The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.
SECTION 6. Quorum.
A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Exhibit B to the Articles of Amendment
ARTICLE Ill
STOCK OF THE CORPORATION
The amount of the total stock the Corporation is authorized to issue is Nine Billion Five Hundred Million (9,500,000,000) shares consisting of Nine Billion (9,000,000,000) shares of common stock, par value $0.00001 per share ("Common Stock"), and Five Hundred Million (500,000,000) shares of preferred "A" stock, par value $0.01 per share ("Preferred Stock").
Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the "Board") may from time to time determine. The designations of the Preferred Stock and the powers, preferences, qualifications, limitations or restrictions, and relative rights thereof shall be as follows:
SECTION 1. Preferred "A" Stock.
Five Hundred Million (500,000,000) shares with a par value of $0.01 Preferred "A" Stock upon such terms and conditions as the Board of Directors may determine at the time of issuance, without further action of the shareholders being required. Such Preferred "A" Shares may or may not be: issued in series, or redeemable by the Company. Such Preferred "A" Share is entitled to cumulative dividends. Such Preferred "A" Shares are convertible each into 1,000 shares of Common Stock (1 ,OOO Common Shares to 1 Preferred Shares conversion rate). The holders of Preferred "A" Shares are entitled to one vote per share on all matters submitted to a vote of Shareholders. Other terms and conditions may be imposed at the time of issuance. The Company shall not amend, alter or repeal the preferences, special rights or other powers of the Series "A" Preferred Stock so as to affect adversely the Series "A" Preferred Stock, without the written consent or affirmative vote of the holders of at least a majority of the then outstanding aggregate number of shares of such adversely affected Series "A" Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.
Conversion. Each share of Series "A" Preferred Stock can be converted into the 1,000 shares of common stock of the Company at any time at the option of the holders of the Series "A" Preferred Stock. On or before the date of conversion, the converting holder of Series "A" Preferred Stock shall surrender his or its certificate or certificates for all such shares to the Company at the place designated in such notice and shall thereafter receive certificates for the number of Common Stock to which such holder is entitled pursuant to this Section. On the date of conversion, all rights with respect to the Series "A" Preferred Stock so converted will terminate, except only the rights of the holders thereof, upon surrender of their certificate or certificates therefore, to receive certificates for the number of Common Stock into which such Series "A" Preferred Stock has been converted. If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his attorneys duly authorized in writing. All certificates evidencing Series "A" Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and cancelled and the Series "A" Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such conversion and the surrender of the certificate or certificates for Series "A" Preferred Stock as aforesaid, the Company shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full Common Stock issuable on such conversion in accordance with the provisions hereof. "
SECTION 2. Common Stock.
Nine Billion (9,000,000,000) shares of Common Stock having a par value of $0.00001 per share. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor, subject to any preferential dividend rights of outstanding Preferred Stock. The holders of Common Stock have no preemptive, no voting, subscription, redemption or conversion rights.
/s/Dao D. Thang
SECTION 7. Proxies.
At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.
SECTION 8. Voting of Shares.
Each outstanding Preferred A Class share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications.
The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than two (2). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.
SECTION 3. Regular Meetings.
A regular meeting of the Board of Directors shall be held on the 5th day in the month of February in each year, beginning in the year 2018, at 14:00 EST. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.
SECTION 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice.
Notice of any special meeting shall be given at least three (3) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the Mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6. Quorum.
A majority of the number of directors fixed by Section 2 of this Article Ill shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directorS present may adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. Actions Without a Meeting.
Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.
SECTION 10. Compensation.
By resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor any action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to.the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to director who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. Number.
The officers of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of Chief Executive Officer and Secretary. Any two or more offices may be held by the same person, except for the offices of Chief Executive Officer and Secretary, which may not be held by the same person, unless all of the issued and outstanding stock is owned by one person. Officers may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office.
The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal.
Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.
SECTION 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. Chief Executive Officer.
The CEO shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there IS a Chairman of the Board in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of CEO and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice President.
In the absence of the CEO or in event of his death, inability or refusal to act, the Vice President shall perform the duties ofthe CEO, and when so acting, shall have all the powers of and be subject to all the restrictions upon the CEO. The Vice President shall perform such other duties as from time to time may be assigned to him by the CEO or by the Board of Directors. If there is more than one Vice President, each VicePresident shall succeed to the duties of the CEO in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the CEO in order of date of election, the earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall:
a) Keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose;
b) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
c) Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized;
d) Keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder;
e) Sign with the CEO certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
f) Have general charge of the stock transfer books of the Corporation; and
g) In general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the CEO or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall:
a) Have charge and custody of and be responsible for all funds and securities of the Corporation;
b) Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these By-Laws; and
c) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to her by the CEO or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
SECTION 9. Salaries.
The salaries of the officers shalf be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
ARTICLE VI
INDEMNITY
The Corporation shall indemnify its directors, officers and employees as follows:
a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expense and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
b) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the. Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.
c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article VI.
ARTICLE
CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts Etc..
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January of each year and ending on the 31st day of December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of incorporation, being Floridat and the words, 'Corporate Seal",
ARTICLE X:
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. The above By-Laws are certified to have been adopted by the Board of Directors of the Corporation
/s/Dao D. Thang
ASAMASANTO
CORPORATE CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
MAY-2018
PURPOSE:
This Code of Ethics for Principal Executive and Senior Financial Officers (the "Code") has been adopted as a set of guidelines pursuant to which the Chief Executives Office ("CEO"), Chief Financial Officer ("CFO"), the Chief Operation Officer ("COO"), Controller and Chief Accounting Officer, persons performing similar functions and other persons as designated by the Board of Directors from time-to-time (the "Senior Officers") shall perform their duties. This Code is intended to supplement the Code of Conduct adopted by SANTO MINING CORP. aka ASAMA INTERNATIONAL CORP., (the "Company") that applies to all employees, officers and directors of the Company.
The purpose of the Code is to deter wrongdoing, foster confidence in management and promote ethical conduct. The matters covered in this Code are of the utmost importance to the Company, our stockholders and our business partners, and are essential to our ability to conduct our business in accordance with our stated values.
POLICY:
The Senior Officers shall take all necessary steps to ensure that all disclosures in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company is full, fair, accurate, timely and understandable. The CEO, COO and CFO are responsible on an on-going basis for designing, establishing, and maintaining the Company's disclosure controls and procedures and on a quarterly basis reviewing and evaluating the effectiveness of the Company's disclosure controls and procedures, as such terms are defined by applicable SEC Rules. The other Senior Officers of the Company shall assist the CEO, COO and CFO with these responsibilities.
The Senior Officers are also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Senior Officers
ASA M A
SANTO
will take all necessary steps to ensure compliance with established accounting procedures, the Company system of internal controls and generally accepted accounting principles. Senior Officers will ensure that the Company makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.
ETHICAL CONDUCT:
It is the policy of the Company that each Senior Officer:
Act honestly, ethically and with integrity.
Avoid situations in which their personal, family or financial interests conflict or appear to conflict with those of the Company, and disclose promptly any actual or apparent conflict of interest to the Company's Audit Committee. Conflicts of interest include, without imitation, the following:
Engaging in any activity that interferes with such Officer's performance of his or her responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company (including accepting simultaneous employment with a Company supplier, customer, developer or competitor, or taking part in any activity that enhances or supports a competitor's position);
Serving as a director of any company that competes with the Company or failing to obtain prior Audit Committee approval for serving as a director of a Company supplier, customer, developer or other business partner;
Conducting Company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, or employing any such individual in positions that have a financial dependence or influence;
Accepting any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of fraud (except for inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided they are not excessive and do not create an appearance of impropriety); and
Exploiting for personal gain opportunities that are discovered through the use of and control over corporate property, information or position unless the opportunity is
disclosed fully in writing to the Company's Board of Directors and the Board of Directors declines to pursue such opportunity.
Perform responsibilities with a view to causing disclosure in the Company's public communications, including its periodic reports filed with the SEC, to be accurate, complete, fair, relevant, objective, understandable and timely.
Comply with applicable governmental laws, rules and regulations of the United States and of the jurisdictions in which the Company conducts business, and acquire appropriate knowledge of such laws, rules and regulations relating to the Senior Officer's duties sufficient to enable the Senior Officer to recognize potential dangers and to know when to seek advice from the Company's Audit Committee.
Promote ethical behavior among subordinates and peers.
Use corporate assets and resources employed or entrusted in a responsible
Report promptly any conduct that the Senior Officer believes to be a violation of the Code to the Company's Audit Committee and cooperate in any internal or external investigations of possible violations. The Company will not intentionally retaliate in any manner against anyone for good faith reporting of violations of applicable law, this Code or any other Company policy, or against any person who is assisting in any investigation or process with respect to such a violation.
In cases, if you are unsure about the appropriateness of an event or action, you should seek assistance in interpreting the requirements of this Code by contacting the Company's Audit Committee.
ACCOUNTABILITY:
If an investigation determines that the alleged violation(s) or events of non-compliance of this Code occurred, then the Company shall determine the appropriate corrective actions to deter wrongdoing and to promote accountability for adherence to this Code. Actual violations of this Code, including failures to report potential violations by others, can lead to disciplinary action at the Company's discretion, up to and including termination.
REPORTING PROCEDURE:
The Company has established a reporting system by which an individual can report violations of this Code or other financial impropriety. Reports of violations of this Code or financial impropriety may be submitted in any of the following way:
By Calling Toll-Free Reporting Line 1-
In writing by regular mail to the following address:
SANTO MINING CORP. aka ASAMA INTERNATIONAL CORP. Attention: General Counsel
-rel:
Reports and other information submitted will be anonymous unless the individual submitting the report and/or information chooses to provide his or her identity. All reports and information submitted will be forwarded by the General Counsel to the Chairperson of the Audit Committee of the Board of Directors and the CEO of the Company.
WAIVER AND AMENDMENT:
The Company is committed to the continuous review and updating of our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and promptly disclosed pursuant to applicable laws and regulations.
DISCLOSURE:
The Company is required to disclose the provisions of this Code and also in accordance with applicable law, promptly disclose any change in, or waiver of, any provision of the Code. The Chief Executive Officer, the Chief Operations Officer, the Chief Financial Officer, the Director of Investor Relations are authorized to speak for the Company regarding financial matters and in the case of media inquiries, contact should be referred to the Corporate Communications Department. Other employees of the Company may be designated from time to time to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media. As stated in the Code of Conduct, employees who are not authorized spokespersons who receive either direct or indirect inquiries from investors or the news media must refer all such inquiries to the Director of Investor Relations or in the case of a contact from the media, to the Corporate Communications Department.
Dao, Thang Duc Yglesias, Franjose CEO, Chairman President, Secretary Santo Mining Corp, Santo Mining Corp.
Luong, Anh The
CFO, Treasurer
Santo Mining Corp. Santo Mining Com
Pham ung Van
Director. Asst, Secrebry Santo Mining Com.
ASAMAAANTO CORPORATE GOVERNANCE PRINCIPLES
JUNE 2018
BOARD OF DIRECTORS: GENERAL
1. Responsibilities
The business and affairs of the Company are managed by or under the direction of the Board for the benefit of the shareholders. The directors are expected to fulfill their fiduciary and due care duties under Florida law. Except for matters requiring shareholder action, the Board is the ultimate decision-making body of the Company. One of the Board's most important responsibilities is to elect the Company's Chief Executive Officer ("CEO") and the rest of the executive management team. Directors are expected to attend Board meetings and to review in advance the meeting materials sent to them. Directors are also expected to attend the annual meeting of shareholders. They should actively participate in Board and committee meetings and require full, accurate and honest answers to questions. In accordance with the Company's by-laws, the Board shall determine the allowances for service as a director and the fees for attendance at meetings of the Board of Directors or any committee appointed by the Board. They should act with integrity and demonstrate a commitment to the Company and its strategies, and to building shareholder value. Although the Board should exercise vigorous and diligent oversight over the Company's affairs, it should not perform or duplicate the role of management.
2. Board Size
The Board shall endeavor to maintain between five (5) and fourteen (14) members; however, in accordance with this Company's by-laws, the number of members shall never be less than two (2).
3. Director Elections
Directors shall be elected in accordance with the by-laws of the Company. In the case of any increase in the number of directors, the Board or Directors shall elect the additional director or directors. In the case of any vacancy in the Board of Directors from death, resignation, disqualification or other cause, a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his or her successor, shall be elected by a majority of the Board of Directors then in office, though less than a quorum.
4. Limits on Number of Board Memberships
Service on other board of directors often broadens and deepens the knowledge and experience of our directors. In addition, officers of this Company who serve on other boards frequently gain valuable insight and experience, which prove beneficial to this Company. However, service on too many boards can interfere with an individual's ability to perform his or her responsibilities. Before accepting an additional board position, a director should consider whether the acceptance of a new directorship would compromise the ability to perform present responsibilities. Similarly, it is advisable for a director to consult with the Board of Directors before accepting a new directorship on the board of another corporation. Because time demands from board to board and capacities of individual directors will vary, SANTO/ASAMA does not endorse a specific limitation on the number of directorships an individual may hold; provided, however, in no event shall any officer of this Company simultaneously serve on the board of directors of more than one other public company.
BOARD OF DIRECTORS: INDEPENDENCE AND COMMITTEES
1. Majority of Independent Directors/Definition of Director Independence Categorical Standards
The Board shall have a majority of independent directors. In determining independence, the Board shall affirmatively determine whether directors have no material relationship with the Company. When assessing materiality, the Board shall consider all relevant facts and circumstances including, without limitation, transactions between the Company and the director directly or organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Board shall further consider whether the transactions were consummated on terms and conditions similar to those of unrelated parties. In addition, the Board will use the following categorical standards to determine director independence: (i) not being a
present or former employee, or having an immediate family member as an executive officer, of the Company within the past three years; (ii) not personally receiving, or having an immediate family member receive, any direct compensation from the Company in excess of $100,000 during any twelvemonth period within the last three years, other than compensation for board or committee service, pension or other forms of deferred compensation for prior service, or compensation paid to an immediate family member who is a nonexecutive employee of the Company; (iii) with respect to the Company's external auditor, (a) not being engaged, or having an immediate family member engaged, as a current partner by the Company's external auditor, (b) not being a current employee of the Company's external auditor, (c) not having an immediate family member who is a current employee of the Company's external auditor and who participates in such firm's audit, assurance or tax compliance (but not tax planning) practice, or (d) not being engaged or employed, or having an immediate family member engaged or employed, within the past three years (but is no longer) a partner or employee of such firm and personally worked on the Company's audit within that time; (iv) not being employed, or having an immediate family member employed, within the past three years as an executive officer of another company where now or at any time during the past three years any of the Company's present executive officers serve or served on the other company's compensation committee; (v) not being a current employee, or having an immediate family member who is a current executive officer, of a company that makes or made payments to, or receives or received payments from, the Company, for property or services in an amount which, in any of the three preceding fiscal years, exceeded the greater of $1 million, or 2% of the other company's consolidated gross revenues; and (vi) not being an executive officer of a tax-exempt organization of which the Company has within the three preceding fiscal years made any contributions to that organization in any single fiscal year that exceeded the greater of $1 million, or 2% of the tax-exempt organization's consolidated gross revenues. When used herein, "immediate family member" includes a person's spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such person's home.
SANTO/ASAMA Corporation, shall disclose these categorical standards for its independence determinations, or the basis for a Board determination that a relationship is not material, in SANTO/ASAMA annual proxy statement.
2. Separation of Chairman and CEO Positions
The policy of the Board of Directors in this matter is to have a separation of roles of the Chairman and CEO. The Chairman should be selected from the nonemployee directors or be a director/employee. The Board shall determine this choice on the basis of what is best for the Company at a given point in time.
3. Lead Director Position
The Chairman of the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors. In circumstances where the outside directors meet without the Chairman or in circumstances where the Chairman is unavailable, the Chairman of the Corporate Governance and Nominating Committee shall preside at any such meeting, unless the Board determines that another director should lead the discussion due to the particular subject matter being discussed.
Board of Directors: New Director, Selection, Orientation, and Evaluation
1. Process for Director Selection/Director Qualifications
The Board is responsible for recommending director nominees for election by the shareholders and for selecting directors to fill vacancies until voted upon by the shareholders as provided in our by-laws or by applicable law. The Board has delegated the director screening process to the Corporate Governance and Nominating Committee with input from the Chairman of the Board and the Chief Executive Officer. The Chairman of the Corporate Governance and Nominating Committee and the Chief Executive Officer should work with a third party professional search firm to review director candidates and their credentials. At least one member of the Corporate Governance and Nominating Committee, the Chairman of the Board, and the Chief Executive Officer should meet with the potential director candidate. After the personal meetings, the Corporate Governance and Nominating Committee should make a recommendation to the Board. An invitation to join the Board should be extended in writing by the Chairman of the Board or the Chief Executive Officer on behalf of the Board. The foregoing screening process applies to nominating committee-recommended nominees, as well as nominees recommended by shareholders in accordance with the Company's by-laws or applicable law.
The Corporate Governance and Nominating Committee is responsible for reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. Candidates should have the background and experience that demonstrates an understanding of the financial and operational aspects of a large, complex, global company, including the risks associated therewith. Knowledge of the energy industry is a plus. This assessment should include consideration of the following specific criteria: Chief Executive Officer or General Manager experience; financial experience; current or prior board appointments; global business experience; international exposure; demonstrated leadership capabilities and able to represent all shareholders and not any special interest group or constituency; and the following general criteria, among others: independence, as defined by applicable law, stock exchange standards and the Company's categorical standards; business or professional experience; integrity and judgment; records of public service; ability to devote sufficient time to the affairs of the Company; and characteristics of the current Board, including diversity, age and skills, such as an understanding of financial statements and financial reporting systems, manufacturing processes, technology and international experience, all in the context of an assessment of the perceived needs of the Board at the time. Candidates should have addressed the following issues generally faced by public companies: strategic direction; corporate organization; asset re-deployment; corporate finance; internal and external forces which affect corporate activities; and corporate governance and ethics. Finally, the candidate should be able to offer critical review and analysis and to deliver his or her opinions in a tone of partnership.
2. New Directors Receive Fomal Orientation
The Company has and shall maintain an orientation program for new directors that include a Director Reference Manual and an orientation review with members of SANTO/ASAMA management team. Continuing education
programs shall be recommended to the directors, and directors are encouraged to attend these enrichment programs, from time to time.
3. Performance of the Full Board is Reviewed Regularly
The Board will engage in a self-evaluation annually. This evaluation will be of the Board and its committees as a collective body and not of directors on an individual basis. The purpose of the evaluation will be to determine whether the Board and its committees are functioning effectively.
Board of Directors: Planning/Oversight Functions
1. Board Meets Independent of CEO/Inside Directors
The non-management directors of the Company shall meet at regularly scheduled executive sessions without management. At such meetings, the presiding director shall be determined in accordance with directives set forth in Article Il, Section d above.
2. Succession Plan for CEO and Management
Management succession planning is one of the most important roles of the Board. The Board shall be responsible for the selection and discharge of the CEO, as well as policies regarding succession in the event of an emergency or the retirement of the CEO. The Compensation Committee shall periodically review with the Chairman of the Board and the CEO the succession plan relating to positions held by other executive officers of the Company and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.
3. Directors Have Direct Access to Management
Directors shall have free access to members of management, including but not limited to in-house counsel, members of internal audit, and accounting personnel, as well as to the independent auditors.
4. Establishment of Effective Communications
The offices of the Chairman and the CEO are responsible for establishing effective communications with the Company's stakeholder groups (i.e.,
shareholders, customers, employees and others), however, it is the policy of SANTO/ASAMA's that management speaks for the Company.
5. Outside Directors Formally Review CEO Performance
The full Board (outside directors only) shall make this evaluation annually, and it should be communicated to the CEO by the (non-executive) Chairman of the Board or, in such Chairman's absence, the Chairman of the Compensation Committee, in each year. The evaluation should be based on objective criteria including performance of the business, accomplishment of long-term strategic objectives, development of management, and other criteria established by the Compensation Committee. With guidance from the Board, the evaluation will be used by the Compensation Committee in the course of its deliberations when considering the compensation of the CEO.
6. Board Has its Own Outside Advisors
The Board and its committees have the right to communicate directly with the Company's principal external and internal advisors and, when appropriate and upon notice to management, obtain the advice, at the Company's expense, of outside legal counsel, investment bankers, accountants, and other consultants.
Board of Directors: Compensation of Directors
1. Directors Paid Partially in Stock
Directors shall be compensated for their service as directors. Their compensation is intended to be sufficient to attract the most qualified candidates available. Director compensation is a mix of cash and stock-based compensation. The latter is intended to align the interests of the directors with those of the shareholders. Except for the chairman, directors are paid an annual retainer fee, an annual stock-based fee, and a meeting fee for each Board and committee meeting they attend. In addition, committee chairs are paid an annual retainer fee. The chairman is paid an annual retainer fee and an annual chairman's fee. The stock-based compensation is deferred until the director leaves the Board. Each director is also given the option to defer up to 100% of the annual retainer fee. The Company has no retirement program for directors.
Director compensation is established and reviewed by the Board from time to time. The Corporate Governance and Nominating Committee is responsible for making recommendations to the Board concerning director compensation.
2. Stock Ownership Requirements for Directors
The Board believes that directors should be shareholders and have a financial stake in the Company. Effective June 1, 2018, stock ownership guidelines for directors have been established at five times the former annual retainer fee of $60,000 to be achieved within five years, with such stock ownership to consist of common stock owned, directly or indirectly, and common stock units owned under the Company's benefit plans.
Board of Directors: Director Retirement and Resignation
1. Mandatory Retirement Age for Directors
Each employee-director shall retire from the Board of Directors at the time of retirement from service as an officer of this Company, except that the CEO shall remain a member of the Board of Directors for such period as may be recommended by this Board, but in no event beyond the date provided in the following sentence. No director shall continue to serve on the Board beyond the last day of the month in which such director attains the age of 72, except that any former CEO of the Company shall not continue to serve on the Board beyond the last day of the month in which the age of 70 is attained.
2. Term Limits for Directors
SANTO/ASAMA does not favor the establishment of term limits for directors. Such limits often cause the loss of directors who have gained valuable knowledge concerning the Company and its operations and whose tenure over time has given them an important perspective on long-term strategies and initiatives of the Company.
3. Directors Required to Submit Resignation Upon Change in Employment and Health Condition
It is the policy of the Board that its non-employee members shall consist of individuals who are (i) actively engaged in their occupations or professions or otherwise regularly involved in the business, professional or academic community, and (ii) normally available for meetings of the Board and its committees. The Corporate Governance and Nominating Committee shall consider these criteria prior to the time at which candidates are normally approved by the Board for nomination for election or reelection as directors by the shareholders. In its review, the Corporate Governance and Nominating Committee should focus particularly on those directors who have undergone or are expected to undergo a significant change in their business or professional careers in order to assure that such directors continue to meet the criteria set forth above. Directors who (i) undergo a significant change in their business or professional careers, or (ii) experience a disabling health condition that affects such director's ability to perform the essential functions and responsibilities as a Board member, should volunteer to resign from the Board.
, Asst. Secretry Santo Mining Corp.