Board of Directors Meeting Status

Board Effectiveness

Yang Ming's board members serve for a term of 3 years. The current board members were elected on May 24, 2024, and took office immediately after the election. As of December 2024, the average term of the board members was about 1.87 years. According to the corporate governance evaluation regulations requiring an average attendance rate of 85% for the board of directors, the Company held 12 board meetings in 2024, with an average attendance rate of 88.82%. To ensure the Board of Directors' effective implementation of checks and balances mechanisms, the approval of the Board of Directors' material motions are disclosed in real-time on the Company's website to promote the timeliness and transparency of corporate governance information.

Board Performance Evaluation

According to the Procedures for Board and Functional Committee Performance Assessments,  Yang Ming’s Secretariat would implement board and functional committee performance assessments through questionnaires at the end of every year; The board and functional committee performance assessments shall be conducted by an independent external professional institution or a panel of external experts and scholars at least once every three years. Yang Ming would report the result of board and functional committee performance assessments to the Board by the end of Q1 every year and use the result as a reference when nominating directors for reappointment.
The Company has processed the performance assessment of the Board of Directors, individual directors, and functional committee (including the Audit Committee, Remuneration Committee and Risk Management Committee) for the year 2023 in Jan., 2024. The achievement rates of assessment criteria is 97.8% for the Board of Directors, 100% for the Audit Committee, 100% for the Remuneration Committee, and 100% for the Risk Management Committee. The result has exceeded the standard; The achievement rates of assessment criteria is 87% for directors and the result met the required standard. The assessment results and the sustainably strengthen and improve targets of 2024 were submitted to 391^st Board meeting on April 12, 2024.

For purpose of consistency in corporate governance and the Board’s performance, targets for sustainability and improvement in 2024 are as follows:

• In order to provide sufficient communication and enhance supervision in company operations through the meetings, the company plan to have 8 Board meetings in 2024, and already sent formal notice to the directors to reserve and arrange schedule; The assessment criterion “average attendance status of directors on board meetings” is listed as an improvement target in 2024.
• In order to provide sufficient communication and enhance supervision in company operations through the meetings, the company plan to have 8 Board meetings in 2024, and already sent formal notice to the directors to reserve and arrange schedule; the assessment criterion “the actual attendance status of directors on board meetings” is listed as an improvement target in 2024.

The “Taiwan Corporate Governance Association” was commissioned to evaluate the performance of Board and functional committees in January 2024 (evaluation period: 2023/2/1~2024/1/31). The Association and evaluating experts were independent of any business affiliations with the Company and conducted the assessment through document review and on-site interviews. The evaluation report on Board performance was submitted on March 28, 2024 and the results were submitted to the 391st Board meeting on April 12, 2024. Details are as follows:

1. Evaluation duration: February 1, 2023 – January 31, 2024
2. Evaluation Method: The Taiwan Corporate Governance Association reviews all the relevant documents submitted by the Company, and also commissioned 4 experts to conduct on-site evaluations and interviews with the Chairman, President, 3 independent directors, Chief Audit Officer and corporate governance VP on March 14, 2024.
3. Evaluation criteria: 8 indicators including composition, guidance, authorization, supervision, communication and self-discipline of the board, internal control and risk management, and others (board meetings, support systems…etc.). With each indicator, the evaluators referred to the information provided by the Company and public information, and performed on-site interviews before submitting evaluation reports.
4. Overall evaluation results:

• Due to chairman’s open leadership, he encourages suggestions, actively communicates and fully respect opinions from all board members. Conclusions are only made after reaching a consensus through brainstorming and discussion in every way. The Company shapes great board meeting culture and procedures with detailed meeting minutes.
• With expertise in different fields, 3 independent directors actively take responsibility and accountability, keep independence while taking the interests of all shareholders into account. Independent directors direct the management team with forward-thinking on critical issues (e.g., vessel building, affiliates management, compensation and rewards system…etc.), to ensure and assists the Board in guidance and supervision functions.
• In addition to the Audit Committee and Compensation Committee, the company took initiative to establish Risk Management Committee based on operational needs. One of the independent directors serves as convener, the committee is composed of the Chairman, 3 independent directors and 1 director. The committee formulates risk management policies and system, reviews risk appetite, provides suggestions on major risks, and regularly reports risk control outcomes to the Board, expressing the company’s determination to implement effective risk management.
• The company established procedures for the Audit Committee to handle stakeholders’ suggestions and grievance, and an independent directors’ mailbox is disclosed on the company’s website. To further enhance the independence of the whistleblower system, the independent directors appointed dedicated personnel to manage and make direct report to them, reflecting that the board takes stakeholders’ feedback seriously and is worthy of praise.
• The Board values external professional advice and proactively appointed an independent third-party institution to evaluate performance of the Board in 2021. Suggestions from the evaluation (e.g., increasing number of independent directors and female directors, establishing Risk Management Committee…etc.) were listed as priorities and being carried out gradually, showing the company’s strong ambitions for self-improvement and commitment to enhance Board effectiveness.

5. Evaluation recommendations/improvement solutions:

• To enhance management competency of the Board, it is recommended that the company refer to the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" and make regular report related to succession and training plan of managerial managers to the Board. /The Company established Nominating Committee and its Charter, to regularly review succession plan of directors and important manager personnel.
• It is recommended that independent directors review the performance of Chief Audit Officer and express suggestions prior to the Chairman, in order to enhance the independence of internal audits and the supervise function of the Audit Committee. /The Compensation Committee of the company is composed of all independent directors and review the KPI performance of directors and managerial officers regularly.
• In order to assist new directors to understand the company’s current operations and overview of the industry, to enable directors to fulfill duties effectively, it is recommended to arrange orientation program by Chief Corporate Governance Officer and relevant departments for newly appointed directors. /Sales and related departments prepared introduction presentation and on-site visit of the group for new directors to know the score.
• In order to achieve excellent level (top 5%) in Corporate Governance Evaluation, it is recommended that the related departments shall draw up improvement plan based on the results and report to the Board to supervise the implementation afterwards. /The Company review performance in Corporate Governance Evaluation and convene discussion of improvement with related departments, to enhance efficacy of corporate governance.

 
The term of the 21^st board of directors is from May 24, 2024 to May 23, 2027. Up to December 31, 2024, there are 8 meetings convened by the 21^st board of directors. The attendance records are as follows:  

Material Resolutions Passed by the Board of Directors