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Corporate Governance

Committee Composition

  Audit Nominating and Governance Compensation
Song Wang Chairman of the Board   Committee Chair for Nominating and Governance Committee  
Song Wang Founder, Chairman of the Board of Directors and Chief Executive Officer

Mr. Song Wang is the founder, chairman of the board of directors and chief executive officer. He co-founded the company in 1998. Mr. Wang oversees the strategic direction of the company and has transformed the company from a small start-up to an established and leading content and application delivery service provider in China. Prior to co-founding the company, Mr. Wang served as the chief representative of Business 2000 Resources Beijing Office from 1996 to 1998. Prior to that, Mr. Wang served as Greater China senior counsel for Boston Technology, Inc. from 1995 to 1996. He worked for Northern China Computer Technologies Institute as a computer-aided design engineer from 1987 to 1995. Mr. Wang studied French at the China Foreign Affairs University and attended EMBA training courses on top manager management at the Guanghua School of Management, Peking University. Mr. Wang is the husband of Ms. Jean Xiaohong Kou, co-founder, director and senior vice president.


Yunjie Liu Independent Director Member of Audit Committee Member of Nominating and Governance Committee Member of Compensation Committee
Director

Mr. Yunjie Liu has served as an independent director since October 2005. Mr. Liu has extensive experience in telecommunications technology and management, particularly in the area of data communications. He currently serves as chief scientist of the Technology Committee of China United Network Communications (Group) Limited, formerly known as China United Telecommunications Corporation (Group) Limited, or Unicom Group. From April 1999 to December 2003, Mr. Liu served as the Chief Engineer and later vice president of Unicom Group. From May 2000 to January 2004, Mr. Liu was vice president of China Unicom (Hong Kong) Limited (formerly known as China Unicom Limited), a company listed on the New York Stock Exchange. Unicom Group is an indirect controlling shareholder of China Unicom (Hong Kong) Limited. After he retired, Mr. Liu served as a non-executive director of China Unicom (Hong Kong) Limited from February 2004 to April 2006. Prior to joining Unicom Group, Mr. Liu held various high-ranking positions at the Ministry of Posts and Telecommunications, including director general of the Institute of Data Communication Research and president of the Institute of Postal. Mr. Liu received a bachelor's degree in physics from Peking University and is a member of the Chinese Academy of Engineering.


Ya-Qin Zhang Independent Director   Member of Nominating and Governance Committee Member of Compensation Committee
Director

Mr. Ya-Qin Zhang has served as an independent director since September 2010. Mr. Zhang has been serving as the chairman of Microsoft Asia-Pacific R&D Group since 2005 and is in charge of the research and development of Microsoft Corporation in the Asia-Pacific region. Mr. Zhang is one of the founding members of the Microsoft Research Asia lab, where he served as managing director and chief scientist, and he also founded the Advanced Technology Center in 2003. Before joining Microsoft in 1999, Mr. Zhang was a director for the Multimedia Technology Laboratory at Sarnoff Corp. and worked as a senior technical staff member for GTE Laboratories Inc. and Contel Corp. Mr. Zhang currently serves as an independent director of China Real Estate Information Corporation, a NASDAQ listed provider of real estate information, consulting and online services in China. Mr. Zhang received his bachelor's and master's degrees in electrical engineering from the University of Science and Technology of China and a Ph.D. in electrical engineering from George Washington University.


Kathleen Chien Independent Director Committee Chair for Audit Committee    
Director

Ms. Kathleen Chien has served as an independent director since September 2010. Ms. Chien is currently the chief operating officer and acting chief financial officer of 51job, Inc., a provider of integrated human resource services in China that is listed on NASDAQ. Ms. Chien joined 51job, Inc. in 1999 and served as its chief financial officer from 2004 to March 2009. Prior to joining 51job, Inc., Ms. Chien worked in the financial services and management consulting industries, including three years with Bain & Company in Hong Kong and two years with Capital Securities Corp. in Taiwan. During her tenure at Bain & Company, Ms. Chien was a consultant to a number of companies on strategic and marketing issues, including entry into the Chinese market and achieving cost and operational efficiencies. While at Capital Securities Corp., Ms. Chien completed a number of equity and equity-linked transactions, enabling Taiwanese companies to raise significant capital from the international capital markets. Ms. Chien received her bachelor's degree in economics from the Massachusetts Institute of Technology and an MBA degree from the Walter A. Haas School of Business at University of California, Berkeley.


Ms. Bin Laurence Independent Director Member of Audit Committee   Committee Chair for Compensation Committee
Director

Ms. Bin Laurence has served as our director since September 2011. Our board of directors has determined that Ms. Laurence satisfies the“independence” requirements of Rule 5605 of NASDAQ Stock Market Rules and Rule 10A-3 under the Securities Exchange Act. Ms. Laurence has been a managing member of Polarian Partners, LLC., an asset management and consulting company, since November 2016. She served as the chief financial officer of E-House (China) Holdings Limited, or E-House, a leading real estate services company in China from April 2012 to October 2016. From 2009 until April 2012, Ms. Laurence served as the chief financial officer of China Real Estate Information Corporation, or CRIC, a former NASDAQ-listed company which merged into E-house in April 2012. Prior to joining CRIC, Ms. Laurence was a research analyst at SuttonBrook Capital Management LP, a hedge fund based in New York since 2005. Ms. Laurence worked as a banker at Lehman Brothers, Inc. and BMO Financial Group in New York from 1994 to 2005. Ms. Laurence received a bachelor’s degree from Wellesley College and an MBA degree from Columbia Business School.


Chair of the Board = Chair of the Board Committee Chair = Chair Committee Member = Member Independent Director = Independent Director

Code of Ethics

Purpose

This Code of Business Conduct and Ethics (the "Code") contains general guidelines for conducting the business of ChinaCache International Holdings Ltd. (the "Company") consistent with the highest standards of business ethics, and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code is designed to deter wrongdoing and to promote:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;
  • compliance with applicable laws, rules and regulations;
  • prompt internal reporting of violations of the Code; and
  • accountability for adherence to the Code.

Governance Documents View
Code of Ethics PDF   40.5 KB Add to Briefcase
Anti-corruption Compliance Policy PDF  252.9 KB Add to Briefcase


Add to Briefcase = add file to Briefcase

Home Country Practice

NASDAQ Stock Market Rule 5605 requires that a nomination committee be comprised solely of independent directors. NASDAQ Stock Market Rule 5620 requires each NASDAQ-listed company to hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end. However, NASDAQ Stock Market Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” in certain corporate governance matters.

We have elected to follow home country practice with respect to the composition of our nominating and corporate governance committee and the annual shareholder meetings. Our nominating and corporate governance committee consists of Song Wang, Ya-Qin Zhang and Yunjie Liu. Mr. Zhang and Mr. Liu satisfy the “independence” requirements of Rule 5605 of NASDAQ Stock Market Rules. Mr. Wang, the chair of our nominating and corporate governance committee, is our founder and chief executive officer.

In addition, we have also elected to follow home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2013. It is our intention not to hold annual shareholder meetings in the future unless we have specific matters that require shareholders’ approvals.

Other than the two matters described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under NASDAQ Stock Market Rules.