Corporate Governance
The Board of Directors of Fanhua Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
The Board conducts self-assessment of its performance annually in compliance with corporate governance requirements, which encompasses the directors’ involvement in business operations, the effectiveness of board oversight, board composition, board culture, management of major issues, and processes of board operation.
Independence and Diversity
Our Board consist of members with varied backgrounds, expertise, skills, and experiences. The Board is dedicated to supervising the board's operations and providing objective, professional insights into business matters. The Board of Directors maintains vigilant oversight over critical committees, including the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and Financial Reporting and Disclosure Committee. Each of these committees is led by independent directors, ensuring impartial and meticulous governance.
Following the resignation of a former independent director on February 1, 2024, the Board comprises of seven directors, of which three are independent directors. As such, the Company currently does not meet the requirements set forth in Nasdaq Stock Market Rule 5605(b)(1) that a majority of the Board shall comprise of independent directors. Our Cayman Island counsel has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, the Company is not required to follow the relevant rules and that the Company would like to follow home country practice. Nonetheless, the Board will make its best endeavors to identify a suitable candidate to fill the vacancy as soon as practicable to meet the above requirements.
We have a diverse board consisting of members from a wide variety of backgrounds, expertise, skills, and experiences. The members of the board consisted of industry professionals with insurance and financial backgrounds including one independent director who has worked in financial risk assessment.
Under Rule 5606(f)(2) and Rule 5606(f)(6) of the Nasdaq Listing Rules, we are required to (i) have, or explain why we do not have, at least one “diverse” (as such term is defined in Rule 5606(f)(2)(B) of the Nasdaq Listing Rules) director by December 31, 2023, and (ii) have, or explain why we do not have, at least two diverse directors by December 31, 2025. As of March 31, 2024, we did not have at least one diverse director because we have not yet identified a suitable candidate. Historically, we have not adhered to any specific targets or quotas in determining Board membership. However, we are committed to increasing diversity on the Board and recognize the benefits of bringing in fresh perspectives. We will continue our search for a suitable candidate in order to increase the diversity of our board.
Board Diversity Matrix (As of March 31, 2024) | ||||
Country of Principal Executive Offices | China | |||
Foreign Private Issuer | Yes | |||
Disclosure Prohibited Under Home Country Law | No | |||
Total Number of Directors | 7 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | - | 7 | - | - |
Part II: Demographic Background | ||||
Underrepresented Individual in Home Country Jurisdiction | - | |||
LGBTQ+ | - | |||
Did Not Disclose Demographic Background | - |
To see our Board Diversity Matrix as of March 31, 2023, please see the Form 20-F filed with the SEC on April 25, 2023.