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Ethical Corporate Management
- Rules and Regulations
- Whistleblowing System
- Legal Compliance Governance and Internal Audit System
- Independent Directors' Communication Status
- Functional Committees
- Board of Directors Members
- Board of Directors Operation and Education Development
- 公司治理
- Ethical Corporate Management
- Corporate Governance Structure
- Risk Management
- Intellectual Property Management Plan and Implementation
- Security and Regulation
Implementation Status of Ethical Corporate Management
Ethical Management System
In adherence to the principles of fairness, honesty, integrity, and transparency, Yang Ming established the "Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation" in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" in 2013. Since then, in order to continuously develop a corporate culture of ethical management and ensure sound corporate development, the Company has established rules and regulations such as the "Codes of Ethical Conduct of Yang Ming Group" and "Procedures for Ethical Management and Guidelines for Conduct of Yang Ming Marine Transport Corporation," which are applicable to group enterprises and organizations, such as the Company's subsidiaries foundations that have direct or indirect donations of more than 50% of their funds, and other institutions or corporations with de facto control. The rules and regulations are regularly updated and disclosed in the Company's internal regulations and on the Company's website to specify the ethics and responsibilities required for the Group's directors, supervisors, managers, employees, fiduciaries, and persons with de facto control when engaging in commercial activities and prohibit unethical conduct, engagement in unfair competition, corruption, bribery, fraud and money laundering. Dissemination of the above rules and regulations is carried out annually to enhance internal management. The Company's Corporate Governance and Integrity Division is responsible for developing and promoting ethical management policies and prevention programs, supervising their execution, and submitting regular reports to the Board of Directors. The latest amendment was made on December 16, 2022.
Implementation and Strengthening of Ethical Management
To fulfill the Company's commitments to corporate governance, sustainable operation, and social responsibility, the Company conducts annual anti-corruption and anti-bribery risk assessments in accordance with the ISO 37001 standard. The scope covers all departments of the head office. The 2025 assessment results indicated that the residual risk level is low. To strengthen anti-bribery control measures, the Company has formulated and optimized the Anti-corruption and Anti-bribery Management Manual and the due diligence mechanism. In 2025, a total of 86 due diligence operations were performed, covering specific personnel, specific activities, and business partners. Simultaneously, the Company organizes regular annual training to enhance employees' anti-bribery awareness. In 2025, 100% of senior executives participated in anti-corruption and ethical integrity training, and directors also attended external courses on "Latest Trends and Case Analysis of Anti-Money Laundering and Anti-Fraud". Furthermore, the Company's Qidu headquarters obtained ISO 37001 Anti-bribery Management System certification in February 2025, with the certificate issued by the independent third-party institution, the British Standards Institution (BSI). This certification enhances the systemization and transparency of the Company's anti-bribery management, demonstrating a firm commitment to ethical operations. To strengthen internal awareness of ethical management and implement it in daily business operations, the Company engages external instructors and annually conducts online training courses on legal compliance, anti-corruption, corporate integrity and ethics, and competition laws for onshore employees, expatriates, and seafarers. The 2025 ethical management-related education and training courses are shown in the following table:
| Course Name | Course Content | Target Audience | Number of Participants | Pass Rate |
|---|---|---|---|---|
| Anti-corruption and Anti-bribery Awareness Course for New Employees | Analysis of bribery risks and management benefits, explanation of employee obligations, and introduction to the Company's anti-corruption/anti-bribery management system and whistleblowing channels. | New Employees | 139 | 100% |
| Anti-corruption and Anti-bribery Awareness Course | Analysis of ISO 37001 Anti-bribery Management System, risks and case studies, introduction to the Company's management system, due diligence norms, and use of whistleblowing channels. | All Employees | 1,473 | 100% |
| Online Awareness Courses for "Codes of Ethical Conduct of Yang Ming Group," "Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation," "Procedures for Ethical Management and Guidelines for Conduct of Yang Ming Marine Transport Corporation" | Awareness and regulations of the "Codes of Ethical Conduct of Yang Ming Group," "Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation," "Procedures for Ethical Management and Guidelines for Conduct of Yang Ming Marine Transport Corporation" and whistleblowing channels. | All Employees | 1,543 | 100% |
For external stakeholders such as customers and suppliers, the Company has incorporated the Company's legal compliance clauses into external contracts and tender notices to make them aware of "Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation," "Procedures for Ethical Management and Guidelines for Conduct of Yang Ming Marine Transport Corporation." To help stakeholders understand and comply with the Company's ethical management system, the Company has also specified the consequences of violating the Company's ethical management policy and punitive damages in the legal compliance clauses to urge them to comply. To further implement the concept of ethical management, the Company regularly sends an Ethical Management Statement to business partners, emphasizing policies that prohibit the acceptance of improper benefits, and engagement in unfair competition, and require the avoidance of personal conflicts of interest. Additionally, the Company implements the "Declaration System for Entertainment Invitations and Received Gifts of Value," requiring employees to declare through the designated system within the specified deadline when invited to entertainment or receiving external gifts exceeding a certain amount.
Whistleblowing System
The Company has established an independent director-dedicated mailbox (with Audit Committee members as recipients) and a whistleblowing mailbox (with the Head of Audit Department as recipient). If any illegal activities or violations of work rules, Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guidelines for Conduct are discovered, whistleblowers can report through the above channels. All investigation processes are confidential. The Company has also established "The Procedures of Whistleblowing Cases for Yang Ming Group Members," including whistleblower protection mechanisms, allowing anonymous reporting by whistleblowers, and protection and disciplinary liability exemption mechanisms to ensure that whistleblowers do not suffer retaliation such as dismissal, termination, wage reduction, or other improper treatment due to their reporting.For whistleblowers or group personnel who provide concrete evidence or cooperate in providing favorable investigative materials, if they are involved in violations of group-related regulations due to their reporting or provision of materials, or if they themselves are among the violators in the reported case, disciplinary exemptions may be granted based on individual case circumstances such as the significance of the reported case and the importance of the information and evidence they provided.
For the professional conduct of employees, the Company's "Work Rules for Onshore Staff," "Crew Job Descriptions," and "Procedures of Rewards and Punishments for Employees" specify strict regulations governing the business confidentiality and avoidance of conflicts of interest of the employees. When employees engage in unethical behavior, punishment is imposed based on the severity of the behavior pursuant to the "Procedures of Rewards and Punishments for Employees."
Membership in the Maritime Anti-Corruption Network (MACN)
The Company joined the Maritime Anti-Corruption Network (MACN) platform in 2023, working together with maritime industry chain members to combat corruption, hoping to promote transparent and fair competition in international markets through cooperation among members. MACN has had more than 200 members since its foundation in 2011. Its objective is to eliminate corruption in the maritime industry. Through cooperation among members, academia, the industry and competent authorities, it has formulated anticorruption principles, shared strategies and practices, created an anonymous reporting system, promoted reforms, and enhanced the industry's awareness of corruption in order to raise integrity standards in the maritime industry. By joining MACN, the Company can understand the latest international trends in anti-corruption/ anti-bribery and demonstrate the Company's attitude and determination towards this issue, further enhancing customers' recognition of the Company and the positive image of the Company. The teaching materials provided by MACN are also helpful for the Company's internal promotion, as well as education and training on related issues
Implementation Status of Ethical Corporate Management
| Items | Implementation Status | Description | Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and reasons | |
|---|---|---|---|---|
| Yes | No | |||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the company approve ethical corporate management policies by the Board of Directors? And is its ethical corporate management policies and procedures declared in its guidelines and external documents, as well as the commitment of its Board to implement the policies? | V | Yang Ming Marine Transport Corporation has approved the revision of its "Ethical Corporate Management Best Practice Principles" at the 20th Board meeting (23rd session) held on Dec. 16, 2022 and disclosed its integrity policy in the company codes, annual reports, company website and other publications. That is, when engaging in commercial activities, directors, supervisors, managers, employees and mandataries of persons having substantial control shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. It has also integrated ethical conditions into supplier's contracts or ethical affidavits to be signed. | No Difference | |
| (2) Does the company establish the risk assessment mechanism against potentially unethical conduct by regular analysis and assessment on listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? | V | For potentially unethical operational activities, precautionary measures like periodical staff rotation and enhanced supervision measures are taken. The risk control assessment is maintained by Risk Control Office. Plus, relative risk control proposals and measures against unethical conduct are raised for further discussions. Therefore the "Procedures for Ethical Management and Guidelines for Conduct" is approved, so as to achieve sound ethical corporate management. | No Difference | |
| (3) Does the company establish policies to prevent unethical conduct by issuing clear statements regarding relevant procedures, business conduct guidelines, punishment for violations, appeal rules, and commitment to implement policies above as well as review on pre-disclosure plans? | V | Ethical corporate management policies are implemented in accordance with relevant laws and industry practice. At the 20th Board meeting (23rd session) held on Dec. 16, 2022. Yang Ming Marine Transport Corporation approved the "Procedures for Ethical Management and Guidelines for Conduct" and disclose these in the company codes and website. Moreover, Codes of Ethical Conduct, Work Rules, and The Personnel Reward and Punishment Procedures all strictly abide by rules of confidentiality and preventions of conflicts of interest. If any unethical conducts happen, punishment will be executed on the basis of behavior's degree of seriousness. | No Difference | |
| 2. Fulfillment of operation integrity policy | ||||
| (1) Does the company evaluate business partners' ethical records and include ethics clauses in business contracts? | V | The company has requested every department to specify ethics clauses in business contracts, or sign affidavits. Any violation found shall be recorded and the business partnership shall be terminated in case of serious violation. | No Difference | |
| (2) Does the company establish dedicated unit that is periodically in charge of corporate integrity report to the Board about its supervision and implementation? | V | To achieve sound ethical management, “Corporate Governance and Integrity Division”, the division under the Sustainable Operation Strategy Team of Yang Ming, is responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit which is convened by the president and composed of representatives from Audit Dept., Legal Compliance Office, Risk Control Office, Public Affairs Dept. and Human Resources Dept., shall be in charge of the following matters, and shall report to the board of directors at least once a year. Corporate Governance and Integrity Division reported on the implementation of 2022 and the implementation measures of 2023 at the 20th Board meeting (23rd session) held on Dec. 16, 2022 :
|
No Difference | |
| (3) Does the company establish policies to prevent conflicts of interest, while providing and implementing appropriate communication channels? | V | The company upholds its Ethical Corporate Management Best Practice Principles, of which Article 19 deals prevention of conflicts of interests. Independent director e-mail box (ymtarzantang88@hibox.biz) and independent e-mail box (conduct@yangming.com) for whistleblowing system is provided for preventing the conflicts of interest. | No Difference | |
| (4) Has the company established effective systems for both accounting and internal control? And has the internal audit unit drawn up the relevant audit plans in accordance with the results of risk assessment, thus auditing the operating status to prevent unethical conducts? Or has company entrusted CPAs for its auditing? | V | The company complies with ethical corporate management policies by facilitating internal audit, accounting and internal control on a regular basis. Yang Ming shall establish an effective accounting system and an internal control system for business activities which may be at a higher risk of being involved in an unethical conduct. Meanwhile, it shall conduct reviews regularly to ensure that the design and enforcement of the systems continue to show good results. The company audits the integrity operating status of management departments, prepares the audit report, and submits the report to independent directors for reference, as well as integrating this into the internal audit report, which is then sent to the Board. | No Difference | |
| (5) Does the company hold internal and external educational trainings on operational integrity regularly? | V | From 2022.11.9 to 2022.12.7, the company conducted a 0.5-hour online outreach focused on the Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Procedures for Ethical Management and Guidelines for Conduct, with 1,478 coastal employees passing the test and a completion rate of 95.91%. | No Difference | |
| 3. A whistleblowing system operations | ||||
| (1) Does the company establish a reward/punishment system and channels for whistleblowers? Can the defendant be reached by an appropriate person for follow-up? | V | The company has specified the procedures of whistleblowing cases for Yang Ming Group Members: (1) Set up an individual mail for whistleblowing case:(conduct@yangming.com), which only the Chief Audit Executive can receive and process. Chief Audit Executive assigns appropriate auditors to investigate whistleblowing cases and to submit an investigation report. |
No Difference | |
| (2) Does the company establish standard operating procedures of whistleblowing cases subject to investigation and related confidentiality mechanism? | V | (2) Specify the SOP for whistleblowing cases, including handling period, methods, cases tracking, reward/punishment system, confidential mechanism, etc. | No Difference | |
| (3) Does the company provide proper protection for whistleblowers? | V | (3) The investigation report and other relevant documents shall be strictly kept confidential by all responsible members who handle whistleblowing case. Yang Ming shall protect the whistleblowers, the alleged respondents and the related employees involved in the investigation against unfair retaliation or treatment. | No Difference | |
| 4. Strengthening information disclosure | ||||
| Does the company disclose its ethical corporate management policies and regulations as well as their implementation on its website and the Market Observation Post System(MOPS)? | V | The company has disclosed Ethical Corporate Management Best Practice Principles and relevant information as well as the status of implementation on the website: https://esg.yangming.com/en/esg/information/corporategovernance/rulesand-regulations/ |
No Difference | |
| 5. If the company has established its corporate social responsibility principles based on the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any discrepancy between the principles and their implementation: | ||||
| There is no difference between the internal conduct and regulations stipulated in the Ethical Corporate Management Best Practice Principles of Yang Ming Marine Transport Corporation. | ||||
| 6. Other important information to facilitate better understanding of the company's ethical corporate management policies (such as review and revision of regulations): | ||||
| Yang Ming complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Public Servants Conflict-of-Interest Act, public listing and over-the-counter transaction rules, and other laws and regulations regarding commercial activities. This is the primary precondition for ethical management. | ||||
Implementation Status of Human Rights Policy
| Items | Implementation Status | ||
|---|---|---|---|
| Yes | No | Description | |
| Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? | V | The company observes rules specified in the Labor Standards Act. It adheres to international labor standards on working conditions and is committed to establish a fair and non-discriminatory employment policy. Activities related to employee rights are handled according to publicly released regulations and procedures. The company is committed to human rights and internationally recognized human rights standards, which include “International Bill of Human Rights,” “The United Nation Global Compact” and the “International Labour Organization Declaration on Fundamental Principles at Work” and sets up the Human Rights Policy based on the above-mentioned documents. The company discloses the status of implementation on the website: https://www.yangming.com/CorporateGovernance/ImplementationStatusofHumanRightsPolicies.aspx In addition, the company conducted online outreach focused on the Human Rights Policy, with 1,428 coastal employees passing the test and a completion rate of 92.5% in 2022. | |