Corporate Governance
Board Committees
The Board of Directors (“the Board”) is composed of an Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee. The Board holds a regular meeting once every year and extraordinary meetings when deemed necessary by the company. For details on corporate functions and committee members involved, please refer to the chart and descriptions below.
Committee Chart
| AuditCommittee | Compensation Committee | Nominating Committee | |
| Ms. Sichun Wang | |||
| Ms. Xiaojuan Lin | |||
| Mr. Trent D. Davis |
Audit Committee. The audit committee has three elected members namely Ms. Wang, who chairs the committee, Ms. Lin, and Mr. Davis. Each member of the audit committee meets the independence requirements of Nasdaq and the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934. Ms. Lin acts as the committee’s qualified “audit committee financial expert”. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of the company.
Compensation Committee. The compensation committee has three elected members namely Ms. Lin, who chairs the committee, Ms. Wang, and Mr. Davis. Each member of the compensation committee meets the independence requirements of Nasdaq. The compensation committee assists the Board in reviewing and approving the compensation structure, including all forms of compensation related to our directors and executive officers. The company’s executive officers may not be present at any committee meeting when compensation is deliberated upon by the committee.
Nominating and Corporate Governance Committee. The nominating and corporate governance committee has three elected members namely Ms. Lin, who, chairs the committee, Ms. Wang, and Mr. Davis. Each member of the nominating and corporate governance committee meets the independence requirements of Nasdaq. The nominating and corporate governance committee assists the Board in selecting individuals qualified to become directors of the company and determines the composition of the board of directors and its committees.
We have adopted a written code of ethics that applies to all staff in compliance with the rules and regulations of the Securities and Exchange Commission (SEC) and Nasdaq. Our code of ethics, audit committee charter, compensation committee charter and nominating committee charter can be found in public filings accessible via the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided free-of-charge upon request to edom333@ihongsen.com.