Prior to the closing of this offering, we intend to establish three committees under the board of directors: the audit
committee, the compensation committee and the corporate governance and nominating committee. We intend to adopt a
charter for each of the three committees prior to the closing of this offering. Rule 5615(a)(3) of the Nasdaq Listing
Rules permits foreign private issuers such as our company to follow "home country practice" with respect to certain
corporate governance matters. As a result, we follow the corporate governance practice in our home country, the
Cayman Islands, in respect of the oversight of our executive officer compensation and director nominations matters. As
our home country practice does not require independent director oversight of executive officer compensation and
director nominations matters, our compensation committee and corporate governance and nomination committees are
not comprised solely of independent directors. Each committee's members and functions are described below.
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| Committee Charters |
| Audit Committee |
| Compensation Committee |
| Corporate Governance and Nominating Committee |
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Charm Communications Inc.
