Board Members

 

The Board Diversity and Independence

Yang Ming has established “Corporate Governance Best Practice Principles” containing the board diversity policy. The board diversity and independence is disclosed in annual report and on Yang Ming's official website. 

The Board Diversity Policy

The board of Yang Ming should direct company strategies, supervise the management, and be responsible to Yang Ming and the shareholders. The various procedures and arrangements of Yang Ming's corporate governance system shall ensure the board of directors complies with laws, regulations, Yang Ming's articles of incorporation, and the resolutions of Yang Ming's shareholders meetings while exercising their authority.

The structure of Yang Ming's board of directors shall be determined by choosing an appropriate number of board members, between 7 to 15, in consideration of Yang Ming's business scale, the shareholdings of Yang Ming's major shareholders, and practical operational needs. 

The composition of the board of directors shall be determined by considering diversity. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on Yang Ming's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

1.  Basic composition and values: gender, age, nationality and culture, race or ethnicity…etc. 
2.  Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience…etc.

 Board members should possess the knowledge, skills, and experiences necessary for performing their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1.  Ability to make operational judgment 
2.  Ability to perform accounting and financial analysis 
3.  Ability to conduct management administration 
4.  Ability to handle crisis management 
5.  Knowledge of the industry 
6.  An international market perspective 
7.  Leadership 
8.  Ability to make policy decisions 
9.  Knowledge and abilities of risk management

 

Specific Objectives and Implementation of the Board Diversity Policy

Except for 2 corporate representatives waiting to be appointed, Yang Ming’s Board consists of 15 directors including 5 independent directors. All of the Board members possess extensive experiences and expertise in marine industry, world economy, finance, accounting, laws, and management. 6.7% of Yang Ming's directors are with employee status, and 20% are female directors; 33.3% are independent directors, the term of 4 independent directors is less than 3 years and 1 independent director is 3-9 years. 2 directors are under 50 years old, 5 directors ranges between 51-60 years old, 5 directors ranges between 61-69 years old, and 1 director is over 70 years old. The implementation of Board 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

Cheng-Mount Cheng

M

R.O.C.

Y

Y

Y

Y

Y

Dzwo-Min Dai

F

R.O.C.

Y

Y

Y

Y

Chun-Chun Chen

F

R.O.C.

Y

Y

Y

Y

Y

Chien-Yi Chang

M

R.O.C.

Y

Y

Y

Y

Wan-Chi Hsu

F

R.O.C.

Y

Y

Y

Y

Y

Fang-Yuan Chen

M

R.O.C.

Y

Y

Y

Y

Shao-Liang Chen

M

R.O.C.

Y

Y

Y

Y

Y

Wen-Ching Liu

M

R.O.C.

Y

Y

Y

Y

Y

Tar-Shing Tang

M

R.O.C.

Y

3-9 years

Y

Y

Y

Huang-Chuan Chiu

M

R.O.C.

Y

Less than 3 years

Y

Y

Y

Y

Jr-Tsung Huang

M

R.O.C.

Y

Less than 3 years

Y

Y

Y

Y

Feng-Ming Tsai

M

R.O.C.

Y

Less than 3 years

Y

Y

Y

Zheng-Yi Shon

M

R.O.C.

Y

Less than 3 years

Y

Y

Y

To achieve gender equality, our goal is to increase the ratio of female directors to one-third of all directors, and to increase female participation in decision-making to strengthen the structure of the Board.

 

The Board Independence

The Board of Yang Ming execute the independence, provide objective opinions on business affair and supervise the operation of Yang Ming. Besides, directors (include independent directors) do not violate the circumstances listed in Article 26-3 of the Securities and Exchange Act.

The 5 independent directors take up 33.3% of the Board and maintain independence in their execution of duties. They do not have direct or indirect interests to Yang Ming and they shall abide by the requirements stipulated in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
 

Succession Plan for Board Members

Except as otherwise provided by acts or regulations, Yang Ming's directors are elected in accordance with its "Procedures for Election of Directors”. The candidates of the board of directors are deployed in accordance with business scale, major shareholders' shareholding ratio, practice, the board diversity policy and all capabilities of board members, and also in reference to the result of board performance assessments. Yang Ming plans annual training courses for each director at least 6 hours per year in accordance with changes in external and internal environmental conditions and development needs to enhance the professional knowledge of directors and strengthen board capabilities. 

Yang Ming's executives should attend in board meetings and functional committee meetings to be familiar with meeting procedures. Besides, to make sure the executives could meet the directors’ requirements or take over as future directors, Yang Ming would assign them different jobs through job rotation, going abroad and being directors of subsidiaries to expand their participation and familiarity in each group unit and improve their ability to formulate company policy, supervise and execute internal control and legal compliance, and control and respond to risk management. 

To maintain the professional and experience inheritance of board members, Yang Ming plans the succession for the board of directors through the following methods:

1. Consider director candidates recommended by shareholders 
2. Invite current directors to recommend suitable candidates 
3. Take the result of board performance assessments as a reference when nominate directors for reappointment 
4. Yang Ming's executives 

The director candidate list obtained according to the preceding methods shall be submitted to the board for review and serve as a reference for planning succession candidates for directors.

In general, except recruiting suitable professional persons as director candidates, Yang Ming will also train their executives as director candidates to comprehensively achieve the board of directors' decision-making and supervisory functions.