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Board of Directors Members
- 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
Board Members
| Title | Name | Selected Education, Past Positions & Current Position |
|---|---|---|
| Chairman | Feng-Ming Tsai (Corporate Representative of the MOTC) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Dzwo-Min Dai (Corporate Representative of the MOTC) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Chin-Yi Yang (Corporate Representative of the MOTC) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Chun-Chun Chen (Corporate Representative of the MOTC) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Fang-Guan Jan (Corporate Representative of the NDF) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Chien-Yi Chang (Corporate Representative of the NDF) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Wan-Chi Hsu (Corporate Representative of the NDF) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Fang-Yuan Chen (Corporate Representative of the NDF) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Hsien-Yi Lee (Corporate Representative of the TIPC) |
Current Position:
Past Positions:
Selected Education:
|
| Director | Wen-Ching Liu (Corporate Representative of the TNC) |
Current Position:
Past Positions:
Selected Education:
|
| Independent Director | Tar-Shing Tang | Current Position:
Past Positions:
Selected Education:
|
| Independent Director | Huang-Chuan Chiu | Current Position:
Past Positions:
Selected Education:
|
| Independent Director | Jr-Tsung Huang | Current Position:
Past Positions:
Selected Education:
|
| Independent Director | Zheng-Yi Shon | Current Position:
Past Positions:
Selected Education:
|
| Independent Director | Tsung-Lun Tsai | Current Position:
Selected Education:
|
Diversity and Independence of the Board
Yang Ming's Corporate Governance Best Practice Principles stipulate the board diversity policy. Details of diversity and independence of the Board are published in Annual Report and on the Company's ESG website.
Diversity of the Board
Diversity Policy of the Board
The Board of Yang Ming is responsible for governing the Company’s strategies, supervise the management, and being accountable to the Company and its shareholders. The procedures and arrangements of Yang Ming’s corporate governance system shall ensure that the powers and functions of the Board of Directors comply with relevant laws, regulations, the Company’s Articles of Incorporation and the resolutions of shareholders meetings.
Considering the Company’s business scale, the shareholdings of major shareholders and operational needs, Yang Ming's Board of Directors consists of 7 to 15 members.
The composition of the Board is determined by diversity. The number of Directors serving as company managers concurrently shall not exceed one-third of the total. An appropriate policy shall be formulated based on Yang Ming's operational patterns and development requirements, including but not limited to the following two broad standards:
- Basic conditions and values: gender, age, nationality and culture, race or ethnicity…etc.
- Professional knowledge (e.g., law, accounting, industry, finance, marketing or technology), skills and industry experiences.
Board members should possess the necessary knowledge, skills, and experiences to fulfill their responsibilities. To achieve corporate governance objectives, the Board of Directors shall collectively demonstrate the following competencies:
- Operational judgments
- Accounting and financial analysis
- Operation and management expertise
- Crisis management
- Industry knowledge
- International market perspective
- Leadership
- Decision-making skills
- Risk management knowledge and abilities
Specific Objectives and Implementation of the Diversity Policy of the Board
Yang Ming’s Board consists of 15 directors (including 5 Independent Directors), all Board members possess extensive experiences and expertise in marine industry, international economy, finance, accounting, laws, and management. 6.7% of Yang Ming’s Directors are employed by the Company. 26.7% of Directors are female. 33.3% of Directors are Independent Directors, 4 Independent Directors have served for less than 3 years while 1 served between 3 to 9 years. In terms of age distribution, 3 Directors are under 50 years old, 5 Directors are between 51-60 years old, 6 Directors are between 61-69 years old and 1 Director is over 70 years old. The implementation of diversity policy is as follows:
| Director | |||||||||||||||
| Basic Composition | Capabilities | Professional Background | |||||||||||||
| Gender | Nationality | Concurrent Positions in Yang Ming | Age | Tenure of Independent Director | Management | Leadership | Industry Experience | World Economy | Accounting and Finance | Marketing | Legal Practice | ||||
| Under 50 | 51-60 | 61-69 | over 70 |
||||||||||||
| Feng-Ming Tsai | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | |||||||||
| Dzwo-Min Dai | F | R.O.C. | ✓ | ✓ | ✓ | ✓ | |||||||||
| Chin-Yi Yang | F | R.O.C | ✓ | ✓ | ✓ | ✓ | |||||||||
| Chun-Chun Chen | F | R.O.C. | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Fang-Guan Jan | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | |||||||||
| Chien-Yi Chang | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | |||||||||
| Wan-Chi Hsu | F | R.O.C. | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Fang-Yuan Chen | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | |||||||||
| Hsien-Yi Lee | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Wen-Ching Liu | M | R.O.C. | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Tar-Shing Tang | M | R.O.C. | ✓ | 3-9 years | ✓ | ✓ | ✓ | ||||||||
| Huang-Chuan Chiu | M | R.O.C. | ✓ | Less than 3 years | ✓ | ✓ | ✓ | ✓ | |||||||
| Jr-Tsung Huang | M | R.O.C. | ✓ | Less than 3 years | ✓ | ✓ | ✓ | ✓ | |||||||
| Zheng-Yi Shon | M | R.O.C. | ✓ | Less than 3 years | ✓ | ✓ | ✓ | ||||||||
| Tsung-Lun Tsai | M | R.O.C. | ✓ | Less than 3 years | ✓ | ✓ | ✓ | ||||||||
To achieve gender equality, our plan is to increase the proportion of female Directors to one-third of the total 22nd Board members. This aims to enhance female participation in decision-making processes and to fortify the structure and effectiveness of the Board.
Independence of the Board
The Board of Directors is committed to making independent judgement and providing objective opinions on corporate matters to oversee the operation of the Company. All Directors (including Independent Directors) must adhere to the provisions stipulated in Article 26-3 of the Securities and Exchange Act.
The Board consists of 5 Independent Directors, which is 33.3% of the total Board members. They maintain independent in the execution of their duties. They do not hold direct or indirect interests in Yang Ming. In compliance with regulatory requirements, Independent Directors are required to submit declaration and comply with the provisions of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies for at least 2 years prior to their appointment and throughout their tenure.
Succession Plan for Board Members
Except as otherwise specified in Articles of Incorporation of the Company or applicable regulations, Yang Ming's Directors are elected in accordance with the Company’s Procedures for Election of Directors. Candidates are selected based on business scale, major shareholders’ shareholding ratio, operation practices, diversity policy of the Board, relevant qualifications and the results of Board performance assessments. In addition, both external conditions and internal development are taken into account. To further enhance the professional capabilities of Board members and strengthen the management function of the Board, the Company assists to arrange a minimum of 6 hours of annual training sessions to the Directors.
In order to optimize the management function and appointment mechanism, Yang Ming has established Nominating Committee which is responsible for establishing criteria for Directors and important managerial personnel, such as required expertise, skills, experience, gender and independence, and reviewing succession plans regularly.
In order to meet requirements from Directors or being successor to the Directors, Yang Ming’s executive managers attend Board meetings and functional committee meetings to familiarize themselves with the meeting procedures. Executive managers are also being assigned to different positions through job rotation, expatriate programs and appointments as Directors of subsidiaries, thereby enhancing their engagement with the group while developing their proficiency and to improve their abilities in policy formulation, internal control supervision and execution, legal compliance and risk management, enabling them to adapt to evolving business conditions.
To preserve professionalism and experience heritage among Board members, the following are Yang Ming’s succession plan for Board of Directors:
- Recommendation for Director candidates by shareholders
- Inviting current Directors to recommend suitable candidates
- Reappointment of Directors based on the results of Board performance assessments
- Selection from Yang Ming’s executive managers
The list of candidates derived from above shall be reviewed by the Board as reference of succession plan for Board of Directors.
In summary, while recruiting qualified professional as Director candidates, Yang Ming also prioritizes the development of internal executive managers as potential future successor to ensure the decision-making and supervisory function of the Board.