UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,Washington, D.C. 20549
________________
SCHEDULE 14A
________________
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | Soliciting Material Pursuant to §240.14a-12 |
Jerash Holdings (US), Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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To our stockholders:
Thank you for beingyour support as a stockholder inof Jerash Holdings (US), Inc. We started fiscal year 2021 with a dark cloud over our head when the global pandemic just hit, but we are excitedhappy to hold our first annual meeting asreport that we finished the year with a publicly traded company, and even more excitedstrong fourth quarter with sales 65% higher than that of the prior year fourth quarter. Sales for the path ahead.
Our fiscal 2021 performance was somewhat impacted by the COVID-19 pandemic, especially during the first half of the best known brandsyear when Jordan had a national shutdown from the end of March to the beginning of June of 2020. In the second half, we jumped back into a growth mode with customers reinstating orders and all our factories fully booked through January 2022. With surging demand from potential new customers and increased orders from existing customers, we have been aggressively seeking to expand our production capacity.
In April 2021, we began construction of a much-needed dormitory building to house our over 3,000 migrant workers. Not only would we save rent expenses while providing a safe and high-quality living environment for our workers, but this accommodation facility also offers a means to retain and attract skillful garment workers from overseas. We are finalizing the architectural and engineering designs for constructing our next manufacturing facility in Jordan, which will be on a piece of land that we purchased two years ago. We anticipate the project will start at the end of 2021 and finish in approximately two years.
We signed an agreement to acquire an existing garment manufacturing facility and it will be effective at the beginning of August 2021. This will give us immediate relief of capacity constraints as we are taking over all the machinery and equipment as well as the current 500 workers. Our top customers have already placed orders to fully book this factory through January 2022.
Finally, I want to highlight that we are achieving the above while remaining a socially responsible company. We believe in paying a living wage to our valued employees, creating a safe and rewarding work environment with opportunities for advancement, and providing access to employment for displaced or disadvantaged workers, including Syrian refugees through our work with the United Nations and local women through our work with the Jordanian government. We are in the world. In additionprocess of hiring an additional 200 workers from the Syrian refugees camp for our Amman, Jordan facilities, as well as expanding the operations at our Al-Hasa factory to our multi-year historydouble the number of double-digit organic growth, Jerash is also seeking strategic opportunities to enhance our business scale, all with a focus onemployees creating value for you, our stockholders.
We look forward to the year ahead and continuing to report our progress.
Best regards,
/s/ Choi Lin Hung | ||
Choi Lin Hung | ||
Chairman and Chief Executive Officer | ||
July28, 2021 |
Jerash Holdings (US), Inc.147 W. 35th Street, Room #1603277 Fairfield Road, Suite 338New York, NY 10001
Date: | Wednesday, September | ||||
Time: | 8:30 A.M. | ||||
Location: | Unit A, 19/F Ford Glory Plaza | ||||
Record Date: | Monday, July |
Items of Business
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2.
3. Consider any other business as may properly be brought before the meeting or any adjournment or postponement thereof.
The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” each of ProposalsProposal No. 2 and 3.
How to Vote
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This communication is not a form for voting and presents only an overview of the more complete proxy materials. The Company encourages you to review the complete proxy materials before voting.
THE 20182021 ANNUAL REPORT TO STOCKHOLDERS ACCOMPANIES THIS NOTICE
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be Heldheld on September 17, 2018:15, 2021: This Proxy Statement, our Annual Report on Form 10-K10-K, and a letter to our stockholders are available at www.proxyvote.com and can be obtained, free of charge, by writing to our Corporate SecretaryChief Financial Officer at the Company’s address above or by calling 1-800-579-16391-800-579-1639 by September 3, 20181, 2021 to receive the materials before the annual meeting.
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Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.
General Meeting Information
2021 Annual Meeting Date and Time | Wednesday, September | ||||
Place | Unit A, 19/F Ford Glory Plaza | ||||
Record Date | Monday, July | ||||
Voting | Stockholders of record as of the record date are entitled to vote in person or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. |
Voting Matters and Board Recommendations
Proposal | Voting Options | Vote Required | Broker | Board | |||||||||
1. Elect Directors | “FOR” all nominees or “WITHHOLD” your vote for all or any of the nominees | Each nominee for director must receive a plurality of the votes cast | No | FOR | |||||||||
2. | |||||||||||||
“FOR,” “AGAINST” or “ABSTAIN” from voting | Affirmative vote of a majority of the shares present must be in favor of this proposal and entitled to vote on the proposal | Yes | FOR |
Recent Highlights and Achievements
We recently completedreported our initial public offering and began trading onfinancial results for the Nasdaq Capital Market on May 4, 2018. Jerash also reported its fiscal year 2018 financial results,ended March 31, 2021 (“fiscal 2021”) and other recent highlights, including:
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• gross margin of 17.7 percent, impacted by higher proportion of local orders at lower margins and effects of the pandemic;
• net income of $10.4$4.1 million vs. $6.5 million;
• comprehensive income attributable to Jerash Holdings (US), Inc. common stockholders of $4.1 million, or $1.07$0.37 per diluted share, including a one-time chargevs. $6.5 million or $0.57 per share; and
• ended fiscal 2021 with cash of $1.4$21.1 million related to US tax reform, payable over eight years, compared with zero tax charge in fiscal 2017;
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Table of a higher margin multi-color screen printing workshop; and
Governance Highlights
We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our stockholders and strengthen accountability within our organization. The following highlights our guiding governance principles, which we will continue to implement through our first year as a publicly traded company:
Annual Elections | Yes | Code of Ethics | Yes | ||||||||
Board Independence | 60% | Board and Committee Annual | Yes | ||||||||
Committee Independence | 100% | Executive Sessions of Independent Directors | Yes | ||||||||
Committee Chair Independence | 100% | Anonymous Reporting | Yes | ||||||||
Number of Financial Experts | One | Anti-Corruption Policy | Yes | ||||||||
Board Gender Diversity | 20% Female | Board Geographic Diversity | 40% |
In addition, we intend to implement additional corporate governance principles in the future, including:
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Director Nominees
You are being asked to vote to elect the following five director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 65 of the Proxy Statement.
Name | Age | Director Since | Independent | Occupation | ||||
Choi Lin Hung | 59 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 38 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 56 | 2020 | Yes | Chief Executive Officer of Jordan Strategy Forum | ||||
Bill Korn | 64 | 2020 | Yes | Chief Financial Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 58 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
| Name | | | Age | | | Director Since | | | Independent | | | Occupation | |
| Choi Lin Hung | | | 56 | | | 2017 | | | No | | | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
| Wei (“Kitty”) Yang | | | 35 | | | 2017 | | | No | | | Vice President and Secretary of the Company | |
| Gary J. Haseley | | | 56 | | | 2018 | | | Yes | | | Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
| Sean Socha | | | 48 | | | 2018 | | | Yes | | | Chief Financial Officer of Finger Lakes Technologies Group, Inc. | |
| Mak Chi Yan | | | 55 | | | 2018 | | | Yes | | | Executive Director of Genting Securities Limited | |
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Appendix A |
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The Board of Directors of Jerash Holdings (US), Inc. Board of Directors (the “Board”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Jerash Holdings (US), Inc. 20182021 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The notice of meeting, this Proxy Statement, and the enclosed form of proxy card are first being mailed to our stockholders on or about July 30, 2018.28, 2021. In this Proxy Statement, we may also refer to Jerash Holdings (US), Inc. and its subsidiaries as “Jerash,” the “Company,” “we,” “our”“our,” or “us.”
Meeting Time and Applicable Dates | This Proxy Statement is furnished in connection with the solicitation by the Board of Jerash Holdings (US), Inc., a Delaware corporation, of the accompanying proxy to be voted at the Annual Meeting to be held on | ||||
Attending the Annual Meeting | Jerash will host the Annual Meeting at 15, 2021. | ||||
For information on how to obtain directions to the meeting, please contact us at (214) 906-0065. | |||||
Stockholders may vote and submit questions in accordance with the rules of conduct for the Annual Meeting while attending the Annual Meeting in person. | |||||
Notice of Internet Availability of Proxy Materials |
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Our use of the “notice and access” rules and your choice to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. | |||||
Matters to be Voted Upon at the Annual Meeting |
1. To elect five directors to the Board to serve until their successors are duly elected and qualified at the 2. |
To ratify the appointment of Friedman LLP (“Friedman”) as our independent registered public accounting firm for the fiscal year ending March 31, 3. To consider any other business as may properly be brought before the Annual Meeting. |
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As of the date of this Proxy Statement, these are the only matters that the Board intends to present at the Annual Meeting. The Board does not know of any other business to be presented at the Annual Meeting. The Board recommends that you vote “FOR” each proposal. | |||||
Voting Rights of Holders of Common Stock |
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Voting Instructions for Record |
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• calling | |||||
• visiting www.proxyvote.com; | |||||
• completing and returning the enclosed proxy card; or | |||||
• attending the Annual Meeting and voting in person. | |||||
Whether or not you plan to attend the Annual Meeting, you should vote as soon as possible. | |||||
If you plan to vote by phone or via the Internet, you must vote by 11:59 P.M. Eastern Time on Monday, September13, 2021. | |||||
Voting Instructions for Beneficial Owners |
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If you are a beneficial owner and wish to vote at the Annual Meeting, you must bring a letter from your broker to the Annual Meeting confirming: | |||||
1. your beneficial ownership of the shares, | |||||
2. that the broker is not voting the shares at the meeting, and | |||||
3. granting you a legal proxy to vote the shares in person or at the meeting. | |||||
You will not be able to vote shares you hold in street name in person at the Annual Meeting unless you have a legal proxy from your broker issued in your name giving you the right to vote your shares. | |||||
Broker Non-Votes | Broker |
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Under the rules of the election of directors and amending compensatory benefit plans. Broker | |||||
Quorum | A quorum must be present in person or by proxy to hold the Annual Meeting and will exist if the holders of a majority of the outstanding shares of our common stock are present in person or by proxy at the Annual Meeting. | ||||
We will include abstentions and broker | |||||
Vote Required to Elect Directors | You may vote either for or withhold authority to vote for all or any of the five nominees named in this Proxy Statement. | ||||
To be elected, each nominee for director must receive a plurality of the votes cast at the Annual Meeting. This means that nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. | |||||
Votes that are withheld from any nominee | |||||
Vote Required to Ratify Appointment of Friedman |
fiscal 2022. | ||||
To be approved, this proposal must receive the affirmative vote of a majority of the shares of common stock present in person or by proxy at the Annual Meeting and entitled to vote on the proposal. | |||||
Abstentions will count as votes cast against this proposal. There will be no broker |
Revoking a Proxy | A stockholder who has given a proxy may revoke it at any time prior to its exercise by: | ||||
• executing and delivering a | |||||
• providing written notice of the revocation to the | |||||
• attending the Annual Meeting and voting in person. | |||||
Please note that attending the Annual Meeting alone (without voting in person) is not enough to revoke a proxy. If you have instructed a broker to vote your shares, you may submit a new, |
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No Right of Appraisal | None of Delaware law, our Certificate of Incorporation, or our amended and restated bylaws (the “Bylaws”) provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares. | ||||
Proxy Instructions | All shares of common stock represented by properly executed proxies returned and not revoked will be voted in accordance with instructions you give in the proxy. If you return a signed proxy but do not indicate voting instructions, your proxy will be voted as recommended by the Board, or “FOR” the following proposals: | ||||
• electing the five director nominees named in the Proxy Statement; | |||||
• | |||||
ratifying the appointment of Friedman as our independent registered public accounting firm for | |||||
• in the proxy holder’s best judgment as to any other matters properly brought before the Annual Meeting. | |||||
Participants in the Proxy |
We will not compensate our directors, officers, or employees for making proxy solicitations on our behalf. We will reimburse brokers for their expenses in forwarding proxies and proxy materials to the beneficial owners of shares held in street name. | ||||
Results of the Annual Meeting | We will report the voting results in a filing with the SEC on a Current Report on Form If the official results are not available at that time, we will provide preliminary voting results and will provide the final results in an amendment to the Form | ||||
Availability of Proxy Materials | Copies of this Proxy Statement, our annual report on Form |
Multiple Copies of Notice | You may receive more than one set of the Notice if you hold your shares in more than one brokerage account or your shares are registered in more than one name. Please use each Notice you receive to vote your shares to ensure that all of your votes are counted at the Annual Meeting. For more information, see the section entitled “Notice Regarding Delivery of Stockholder Documents” below. | ||||
Contact for Questions | If you have any questions or need assistance in voting your shares, please contact us at the address and phone number below. Gilbert K. Lee |
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Our Board consists of five directors, all of whom are nominated for reelection at the Annual Meeting to serve until the 20192022 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The Nominating and Corporate Governance Committee has recommended each nominee for election to our Board.
Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation, and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board.
| Name | | | Age | | | Director Since | | | Independent | | | Occupation | |
| Choi Lin Hung | | | 56 | | | 2017 | | | No | | | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
| Wei (“Kitty”) Yang | | | 35 | | | 2017 | | | No | | | Vice President and Secretary of the Company | |
| Gary J. Haseley | | | 56 | | | 2018 | | | Yes | | | Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
| Sean Socha | | | 49 | | | 2018 | | | Yes | | | Chief Financial Officer of Finger Lakes Technologies Group, Inc. | |
| Mak Chi Yan | | | 55 | | | 2018 | | | Yes | | | Executive Director of Genting Securities Limited | |
the board recommends the election of these nominees:
Name | Age | Director Since | Independent | Occupation | ||||
Choi Lin Hung | 59 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 38 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 56 | 2020 | Yes | Chief Executive Officer of Jordan Strategy Forum | ||||
Bill Korn | 64 | 2020 | Yes | Chief Financial Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 58 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
Choi Lin Hung | Principal Occupation: Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Director since: | Business Experience: | ||||
May 2017 | • Experience with the Company’s subsidiaries since 2012: | ||||
• Director of Jerash Garments and Fashions Manufacturing Co., Ltd. (“Jerash Garments”) since 2012 | |||||
• General Manager of Chinese Garments and Fashions Manufacturing Co., Ltd. and Jerash for Industrial Embroidery Co., Ltd. since 2015 | |||||
• Director of Treasure Success International Limited (“Treasure Success”) since 2016 | |||||
• Previously held various positions with Deutsche Bank and First Pacific Bank | |||||
Skills and Expertise: | |||||
• Over 20 years of experience in the garment industry, including fabric manufacturing and trading • Critical institutional knowledge of Jerash and its subsidiaries • Financial and treasury expertise |
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Wei “Kitty” Yang | Principal Occupation: Vice President and Secretary of the Company | ||||
Director since: | Business Experience: | ||||
May 2017 | • Deputy General Manager of Jerash Garments since 2014 • Former Deputy Operations Officer for Martino Holding Limited, handling business operations with global clientele and suppliers from 2010 to 2014 • Former Partner at Eternity Travel Agency from 2008 to 2010 • Former Human Resources Chief at Jordan Dragon Garment Co. Ltd., a company listed in Taiwan, where she established and implemented human resources policies and processes for over 4,000 employees | ||||
Skills and Expertise: | |||||
• Fluent in English, Arabic, and Chinese • Experience as a liaison with overseas customers and suppliers and in human resources management • Critical institutional knowledge of Jerash and its subsidiaries | |||||
Ibrahim H. Saif | Principal Occupation: | ||||
Director since: | Business Experience: | ||||
January 2020 | • • Former Senior Scholar at the Carnegie Middle East Center, consultant to the World Bank, the International Monetary Fund, and other international organizations • | ||||
Skills and Expertise: | |||||
• In-depth understanding of economics, business development, and operations • Leadership skills as a senior officer | |||||
Bill Korn |
Principal Occupation: Chief Financial Officer of | |||||
Director since: | Business Experience: | ||||
June 2020 | • Chief Financial Officer of July 2013 • Board member and Chairman of the Audit Committee of siParadigm Diagnostic Informatics since April 2021 • Former Chief Financial Officer July 2013 • Former Chief Financial Officer • Former senior management of IBM during the 1990s |
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Skills and Expertise: | |||||
• • Leadership skills as a senior officer | |||||
Mak Chi Yan | Principal Occupation: | ||||
Director since: | Business Experience: | ||||
May 2018 | • Former Executive Director of Genting Securities Limited to January 2020 • Former Associate Director of Uob Kay Hian Hong Kong Limited from 2003 to 2011 • Former Vice President of Institutional Sales at Worldsec International Limited, an affiliate of the Bank of • Former Head of International Sales for the Corporate & Institutional Business Group at HLG Securities SDN BHD from 1999 to 2000 | ||||
Skills and Expertise: | |||||
• • Leadership skills as a senior officer |
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The Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-linebright-line independence standards under the Nasdaq listing standards. The Board must also affirmatively determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board will consider all relevant facts and circumstances in determining whether a director is independent. There are no family relationships among any of our directors and executive officers. The Board has determined that the following nominees satisfy the independence requirements of Nasdaq: Gary Haseley, Sean Socha,Ibrahim H. Saif, Bill Korn, and Mak Chi Yan.
Leadership Structure of the Board
The Board does not have a policy on whether the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be a non-employeenon-employee director or an employee. The Board believes that it should have the flexibility to choose this role in any manner that is in the best interests of our Company and our stockholders. Under the Company’s bylaws,our Bylaws, the Board of Directors may elect a Chairperson of the Board from among the directors or from among other officers as it may determine to preside at meetings of the stockholders and directors and to perform other duties as the Board may determine.
Currently, our Chairman of the Board, Choi Lin Hung, is also our Chief Executive Officer, President, and Secretary, Choi Lin Hung.Treasurer. We believe that Mr. Choi’s leadership of the Company in this dual role is appropriate for the Company at this time because his involvement with the Company’s operations and business strategy provide the main focus for the Board. The Board does not currently have a lead independent director. The Board believes its current leadership structure is appropriate because Mr. Choi’s leadership ensures the Company maintains continuity as it grows as a public company listed on Nasdaq and affords the Board access to Mr. Choi’s institutional knowledge of the Company.
The Board did not hold anyheld five meetings during the year ended March 31, 2018 (“fiscal 2018”), but rather took action by written consent on five dates during fiscal 2018. Therefore, there was no2021. No director who attended fewer than 75% the aggregate number of all meetings of the Board of Directors and committees on which he or she served during fiscal 2018. The Company did not hold an2021. All of the Company’s directors, except those who were recently elected, attended last year’s annual meeting of stockholders last year.either in person or by conference call. The Company expects the directors to attend the Annual Meeting.
Board Committees
The Board of Directors has created three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates. The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. As a matter of routine corporate governance, each committee intends to review its charter and practices on an annual basis to determine whether its charter and practices are consistent with listing standards of Nasdaq.
Committee Composition
Director | Audit | Compensation | Nominating and | |||||||
Ibrahim H. Saif | X | C | X | |||||||
Bill Korn | C | X | X | |||||||
Mak Chi Yan | X | X | C | |||||||
____________
C = Committee chairperson; X = Committee member
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Audit Committee
The Audit Committee of the Board (the “Audit Committee”) is composed of three independent directors: Sean Socha,Bill Korn, who is the chairperson, Gary HaseleyIbrahim H. Saif, and Mak Chi Yan. Each member of the Audit Committee is an independent director as defined by rules of the SEC and Nasdaq. In addition, the Board of Directors has determined that Sean SochaBill Korn is an audit committee financial expert as defined by SEC rules.
The Audit Committee has the sole power and authority to select and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s management all matters relating to the annual audit of the Company. Because theThe Audit Committee was formed in May 2018, it did not hold anyheld four meetings and several informal meetings over the phone in fiscal 2018. Prior to the time the Audit Committee was formed, the Board fulfilled the duties within the Audit Committee’s scope of authority.
Compensation Committee
The Compensation Committee of the Board (the “Compensation Committee”) is composed of three independent directors: Gary Haseley,Ibrahim H. Saif, who is the chairperson, Sean SochaBill Korn, and Mak Chi Yan. Each member of the Compensation Committee is an independent director as defined by the rules of the SEC and Nasdaq.
The Compensation Committee has the power and authority to review and approve the remuneration arrangements for the Company’s executive officers, directors, and certain employees. The Compensation Committee also interprets and administers our employee benefit plans, including by selecting participants and approving awards under those plans. The Compensation Committee has the power and authority to form, and delegate authority to, subcommittees. Because theThe Compensation Committee was formed in May 2018, it did not hold any meetings in fiscal 2018. Prior to the time the Compensation Committee was formed, the Board fulfilled the duties within the Compensation Committee’s scope of authority.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is composed of three independent directors: Mak Chi Yan, who is the chairperson, Gary HaseleyIbrahim H. Saif, and Sean Socha.Bill Korn. Each member of the Nominating and Corporate Governance Committee is an independent director as defined by the rules of the SEC and Nasdaq.
The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates for membership on the Board. Each year, prior to the annual meeting of stockholders, the Nominating and Corporate Governance Committee intends to recommendrecommends nominees to serve as our directors for the following year. Because theThe Nominating and Corporate Governance Committee was formed in May 2018, it did not hold any meetings in fiscal 2018. Prior to the time the Nominating and Corporate Governance Committee was formed, the Board fulfilled the duties within the Nominating and Corporate Governance Committee’s scope of authority.
Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect to cybersecurity risks. We intend that theThe Audit Committee will receive
In addition, we intend for the Audit Committee to reportreports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board will focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses to day-to-dayday-to-day risks.
We have a Code of Ethics that applies to all of our directors and executive officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller. The Code of Ethics is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions, on our website.
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We have adopted an Anti-CorruptionAnti-Corruption Policy that applies to all of our directors, officers, employees, subsidiaries, agents, consultants, joint venture partners, and any other third-partythird-party representative that conducts business on behalf of the Company outside of the U.S. or interacts with non-U.S.non-U.S. government officials. This Anti-CorruptionAnti-Corruption Policy sets forth our guiding principles to comply with the U.S. Foreign Corrupt Practices Act of 1977 and other anti-corruptionanti-corruption and anti-briberyanti-bribery laws to which we may be subject, including the anti-corruptionanti-corruption provisions of the Penal Code of Jordan. Our Anti-CorruptionAnti-Corruption Policy is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com.
The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for membership on the Board.
The Nominating and Corporate Governance Committee has not yet developed a policy for selecting directors, including any specific minimum requirements or a diversity policy, or considering stockholder recommendations for candidates for director.policy. We believe that the Nominating and Corporate Governance Committee will develop these policies in the fiscal year ending March 31, 2019 (“fiscal 2019”).2022. The Board intends that the Nominating and Corporate Governance Committee will considerconsiders candidates recommended by stockholders in the same manner as it evaluates candidates recommended by Board members, officers, or search firms.
Stockholders wishing to communicate with our directors may send a letter to: Jerash Holdings (US), Inc., 147 W. 35th Street, Room #1603, New York, New York 10001,277 Fairfield Road, Suite 338, Fairfield, NJ 07004, Attention: Board of Directors. All correspondence sent to that address will be delivered to the appropriate directors by our Corporate Secretary.
The compensation of our directors is set by our Board of Directors and reviewed by the Compensation Committee at least annually. The Company does not pay any director who is also an employee of the Company or its subsidiaries for his or her service as director. In fiscal 2018, our Board consisted entirely of non-independent directors. We did not pay any director compensation in fiscal 2018.
Director Compensation Table
Name | Fees earned | Stock | Option | Non-equity | Nonqualified | All other | Total | |||||||
Ibrahim H. Saif | 36,250 | — | — | — | — | — | 36,250 | |||||||
Mak Chi Yan | 36,250 | — | — | — | — | — | 36,250 | |||||||
Bill Korn(1) | 27,541 | — | — | — | — | — | 27,541 | |||||||
Former director who served as a director in fiscal 2021 | ||||||||||||||
Sean Socha(2) | 15,625 | — | — | — | — | — | 15,625 |
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(1) Mr. Korn was elected as our independent director an annual feein June 2020.
(2) Mr. Socha ceased to be our independent director in June 2020.
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Table of $75,000 in cash or common stock at each director’s election.
We review all relationships and transactions in which we and any of our directors, executive officers, or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our Audit Committee is responsible for reviewing, approving, and overseeing transactions between us and any related person and other potential conflict of interest situations. Our bylawsBylaws provide that a transaction will not be void or voidable because it is a related party transaction if:
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Historically, we have engaged in transactions with entities that are considered our affiliates. These entities include:
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