Robust Governance for Sustainable Growth and Investor Confidence

Armon-IA operates under a meticulously designed governance framework that prioritizes transparency, accountability, and the protection of shareholder interests. Our legal structure, a Sociedad por Acciones Simplificada (S.A.S.) in Colombia, offers unparalleled flexibility while ensuring rigorous control mechanisms.

Armon-IA S.A.S.: The Foundation:

• Constituted under Colombian Law 1258 of 2008, the S.A.S. structure provides agility for growth, ease of capital raising, and a clear regulatory framework.

• 4.2 Corporate Governance Structure:

  • Assembly General of Shareholders: As the supreme governing body, the Assembly holds ultimate authority over strategic decisions, significant investments, and the appointment of key officers. Its powers include:

    • Approval of annual budgets and financial statements.

    • Authorization of significant loans or indebtedness.

    • Authorization for the sale, encumbrance, or transfer of core land assets.

    • Approval of major international commercialization agreements.

  • President of the Society / Assembly (Don Benjamín Gálvez-Londoño):

    • Role: The visionary and ultimate custodian of the project's foundational assets and legacy. Don Benjamín embodies the project's commitment to long-term sustainability and ethical stewardship.

    • Faculties: Presides over the Assembly, acts as the primary legal representative for solemn and strategic high-level engagements, exercises oversight and vigilance over the project's direction and asset integrity, and provides essential authorization for critical financial and asset-related decisions as defined in the bylaws.

  • General Manager / Executive Director (Eduardo Flores-Sánchez):

    • Role: Responsible for the day-to-day administration, operational management, and execution of the project's strategic objectives. Eduardo Flores-Sánchez serves as the primary legal representative for routine operational activities and commercial agreements.

    • Faculties (with stipulated limitations):

      • Manages daily operations, human resources, and project implementation.

      • Engages in operational contracts for goods and services.

      • Specific Limitations (Ensuring Shareholder Protection):

        • Cannot sell, alienate, mortgage, encumber, or otherwise compromise the company's real estate assets (especially core conservation lands) without the prior, express, and written authorization of the Assembly General of Shareholders. This clause directly addresses Don Benjamín's concern for asset protection.

        • Cannot contract loans or financial obligations exceeding [Define Specific Amount in USD/COP, e.g., $500,000 USD] without the prior, express, and written authorization of the Assembly General of Shareholders.

        • Cannot execute investments, services, or payments exceeding [Define Specific Amount in USD/COP, e.g., $50,000 USD] that are not pre-approved within the annual budget, without the express authorization of the Assembly General of Shareholders.

        • Payments exceeding [Define Specific Amount in USD/COP, e.g., $10,000 USD] or the use of corporate checking accounts (or significant electronic banking transactions) will require the joint signatures of the General Manager and the Internal Fiscal / Oversight Committee representative. This ensures dual control over financial outflows.

        • International commercialization agreements for products or carbon credits exceeding [Define Specific Amount in USD/COP, e.g., $1,000,000 USD] will require prior notification and written authorization from the President of the Society (Don Benjamín).

      • Internal Fiscal / Oversight Committee:

        • Role: An independent body appointed by the Assembly to provide continuous financial and operational oversight. This committee ensures adherence to budgets, compliance with internal policies, and verifies financial reporting integrity, acting as an additional layer of investor protection.

        • Faculties: Reviews financial records, audits operational expenses, provides regular reports to the Assembly, and co-signs significant financial transactions. (If a specific person is named, include their details here)

  4.3 Transparency & Accountability:

  Armon-IA is committed to providing full transparency to its investors. This includes:

  • Regular financial reports and audited statements.

  • Periodic updates on project milestones and impact metrics.

  • Open communication channels for investor inquiries.