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SEC Filings

SEVEN STARS CLOUD GROUP, INC. filed this Form DEF 14A on 11/20/2017
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Corporate Governance Guidelines


We and our Board are committed to high standards of corporate governance as an important component in building and maintaining shareholder value. To this end, we regularly review our corporate governance policies and practices to ensure that they are consistent with the high standards of other companies. We also closely monitor guidance issued or proposed by the SEC and the provisions of the Sarbanes-Oxley Act, as well as the emerging best practices of other companies. The current corporate governance guidelines are available on the Company’s website Printed copies of our corporate governance guidelines may be obtained, without charge, by contacting our Corporate Secretary at No. 4 Drive-in Movie Theater Park, No. 21, Liangmaqiao Road, Chaoyang, District, Beijing, P.R.C. 100125.


The Board and Committees of the Board


The Company is governed by the Board that currently consists of seven members: Bruno Wu, Shane McMahon, Robert Benya, James Cassano, Jerry Fan, Jin Shi and Xin Wang. Effective upon the Annual Meeting, our Board will consist of seven members: Bruno Wu, Shane McMahon, Robert Benya, James Cassano, Jerry Fan, Jin Shi and Xin Wang. The Board has established three Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are comprised entirely of independent directors. From time to time, the Board may establish other committees. The Board has adopted a written charter for each of the Committees which are available on the Company’s website


Governance Structure


Our Board of Directors is responsible for corporate governance in compliance with reporting laws and for representing the interests of our shareholders. The Board is currently composed of seven members, four of whom are considered independent, non-executive directors. Details on Board membership, oversight and activity are reported below.


We encourage our shareholders to learn more about our Company’s governance practices at our website,


Audit Committee


Our Audit Committee currently consists of James Cassano, Jin Shi, and Jerry Fan with Mr. Cassano acting as Chair. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. Mr. Cassano serves as our Audit Committee financial expert as that term is defined by the applicable SEC rules. The Audit Committee is responsible for, among other things:


·selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;


·reviewing with our independent auditors any audit problems or difficulties and management’s response;


·reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act of 1933, as amended;


·discussing the annual audited financial statements with management and our independent auditors;


·reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies;


·annually reviewing and reassessing the adequacy of our Audit Committee charter;


·overseeing the work of our independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting;


·reporting regularly to and reviewing with the full Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the performance and independence of the independent auditors and any other matters that the Audit Committee deems appropriate or is requested to review for the benefit of the Board.