Because Sohu owns more than 50% of the total voting power of ChangYou's ordinary shares, ChangYou is a "controlled company" under the NASDAQ Stock Market Rules. ChangYou relies on certain exemptions from NASDAQ corporate governance requirements that are available to controlled companies, including the requirements:
- That it has a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
- That it has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.
- That is provides an annual performance evaluation of the corporate governance and nominating committee and the compensation committee.
Please refer to ChangYou's Code of Ethics and Conduct for Directors, Officers and Employees.
Below is a summary of the committee structure and membership information of ChangYou's board of directors. Access here ChangYou's Audit Committee Charter.
|Audit Committee||Dave De Yang
||Dr. Xiao Chen
||Charles Sheung Wai Chan