This excerpt taken from the FUQI DEF 14A filed Apr 30, 2009.
Jeff Haiyong Liu has served as a director of our company since June 2007. Mr. Liu, who is a U.S. citizen born in China, is General Manager of DBS (China) Investment Ltd., which is a wholly owned subsidiary of Singapore DBS Bank Group in China from December 2005 to the present. Prior to joining DBS, Mr. Liu served as a Vice President of SIG Group based in Shanghai from June 2000 to November 2005, where he focused on China Banking and trust and financial services opportunities. From January 1994 to September 1995, Mr. Liu worked in a Hong Kong based investment firm headquartered in Mainland China and was in charge of investment business for real estate and capital markets. In 1992, he served as Director of Securities Dept. of Shaanxi International Trust and Investment Corp. Ltd. and assisted in bringing the company's stock public in a $40 million public offering. Prior to 1992, Mr. Liu was Deputy Manager of International Banking Department of China Construction Bank, Shaanxi. Mr. Liu received an MBA from Indiana University at Bloomington, majoring in finance. He graduated from undergraduate school in 1985 in Xi'an, Shaanxi, majoring in finance.
CORPORATE GOVERNANCE AND BOARD MATTERS
Code of Business Conduct and Ethics
Our Board of Directors has adopted a code of ethics, which is applicable to our senior executive financial officers. In addition, our Board of Directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We have made our code of ethics and our code of conduct publicly available on our website at www.fuqi.cn.com. We will provide our code of ethics in print without charge to any stockholder who makes a written request to: Chief Financial Officer, Fuqi International, Inc., 5/F., Block 1, Shi Hua Industrial Zone, Cui Zhu Road North, Shenzhen, 518019, People’s Republic of China. Any waivers of the application and any amendments to our code of ethics must be made by our board of directors. Any waivers of, and any amendments to, our code of ethics will be disclosed promptly on our website.
Subject to certain exceptions, under the listing standards of the Nasdaq Stock Market, within one year of the effectiveness of a registration statement filed with the Securities and Exchange Commission in connection with a public offering of securities, a listed company’s board of directors must consist of a majority of independent directors. As a “controlled” company under such listing standards, we are not required to comply with this requirement. However, we have determined to do so in the interests of good corporate governance and accountability to all of our stockholders. Our board of directors has determined that four of the seven members of our Board of Directors are independent under NASDAQ standards, as follows: Lily Lee Chen, Victor A. Hollander, Eileen B. Brody and Jeff Haiyong Liu.
There are no family relationships among the individuals comprising our Board of Directors and executive officers.
None of the nominees nor any director or executive officer has been involved in the certain legal proceedings listed in Item 401 of Regulation S-K.
Attendance of Directors at Board Meetings and Annual Meeting of Stockholders
During the year ended December 31, 2008, the board of directors met five times, the Audit Committee met 23 times, the Compensation Committee met five times and the Nominating Committee met one time. Each director attended at least 75% of the aggregate number of meetings held by (i) the Board of Directors and (ii) those committees of the Board of Directors on which they served, except for Lie Xi Zhuang.
Each Director attended the Annual Meeting of Stockholders in 2008 either in person or telephonically. The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders.