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董事會運作與進修情形
Operations of the Board of Directors
Yang Ming’s board members serve for a term of 3 years. The current board members were elected on May 14, 2021, and took office immediately after the election. As of December 2022, the average term of the board members was about 3.27 years. According to the corporate governance evaluation regulations requiring an average attendance rate of 85% for the board of directors, the Company held 13 board meetings in 2022, with an average attendance rate of 94.8%. To ensure the Board of Directors’ effective implementation of checks and balances mechanisms, all motions developed must be submitted to the Board of Directors for reporting. The adoption of the Board of Directors’ material motions is disclosed in real-time on the Company’s website to promote the timeliness and transparency of corporate governance information.
Board Performance Evaluation
In accordance with the Rules for the Performance Evaluation of the Board of Directors and Functional Committees, the Company’s Secretarial Office conducts a self-evaluation of the performance of the Board of Directors, individual board members and functional committees at the end of every year through questionnaires. An external independent professional agency or external expert or scholar team shall be commissioned to evaluate the performance of the Board of Directors and functional committees at least once every 3 years. The performance evaluation results of the Board of Directors and functional committees for the previous year are reported to the Board of Directors before the end of the first quarter of every year and used as a reference for nominating directors for the second term. The performance evaluation for 2022 was performed in January 2023, with an achievement rate of 100% for board performance evaluation items, an achievement rate of 91.3% for board member performance evaluation items, and an achievement rate of 95.8% for functional committee performance evaluation items. All evaluation results were “above standards.” The results, enhancement directions, and improvement targets were submitted to the 382nd board meeting (25th of the 20th term) on March 9, 2023 for the report. For their detailed implementation, please refer to the Company’s 2022 Annual Report.For the continuous implementation of corporate governance and better board performance, the improvement directions and targets that can be implemented continuously in 2023 are shown below:
- In an effort to promote the internal relationship management and communication between the Board of Directors and the management team and ensure that there are smooth communication channels and positive interactions between board members and management departments, continuous assistance is provided for the directors in performing their duties and being well-informed prior to meetings. In addition to arranging pre-meeting communications and consultation meetings on material issues, we will conduct a director satisfaction survey, starting from the third quarter of 2023, to understand the directors’ expectations and give their feedback to relevant units for better subsequent actions. The evaluation item, “good interactions between the Board of Directors and the management team,” is listed as an improvement target that can be implemented continuously in 2023.
- In order to facilitate the participation of the members of functional committees in meetings and operations, if possible, meetings are scheduled for times when the convener and all members are available. The evaluation item, “members’ average attendance at functional committee meetings,” is listed as an improvement target that can be implemented continuously in 2023.
Remuneration policies
Director Compensation
The Board of Directors is authorized to determine the compensation of the Chairman and directors based on their participation in and contribution to the Company’s operations and according to the annual compensation level for equivalent positions in the shipping industry. The compensation of the Chairman and directors shall be submitted to the Compensation Committee for review as required by law. The compensation percentage for the Company’s directors is set in accordance with Article 18 of the Company’s Articles of Incorporation. If the Company has profits in the year, no more than 2% of the profits shall be appropriated as the directors’ compensation.
Compensation and Performance of Managers
The compensation of managers shall also be submitted to the Compensation Committee for review as required by law. According to Article 18 of the Company’s Articles of Incorporation, if the Company has profits in the year, 1%-5% of the profits shall be appropriated as the compensation of employees. For the payment of bonuses, other than an extra one month's salary as the Chinese New Year bonus, if the Company has earnings in the year, part of the earnings may be appropriated as the performance bonus using the performance bonus calculation formula in accordance with the Articles of Incorporation. To determine the compensation for each position, the Company evaluates the performance of the managers through a strict performance evaluation system by the Company’s profits or losses, their leadership, strategic planning, successor planning, and attitude at work, with their participation in the Company’s operations and responsibilities fully taken into account, to reduce future risks. The salary of other personnel is paid based on the level of responsibility for the tasks assigned thereto and according to the salary level in the industry. If any adjustment needs to be made in line with changes in the salary level in the market, the total salary adjustment range must be presented to the Board of Directors for resolution, and then the salary may be adjusted based on the performance evaluation results of the personnel. The term of the 20th board of directors is from May 14, 2021 to May 13, 2024. Up to December 31, 2023, there are 31 meetings convened by the 20th board of directors. The attendance records are as follows:
Title | Name | Attendance in Person (B) | By Proxy | Required Attendances (A) | Attendance Rate in Person(%)(B/A) | Remarks |
---|---|---|---|---|---|---|
Chairman | Cheng-Mount Cheng (Corporate Representative of the MOTC) |
31 | 0 | 31 | 100% | Inaugurated as director as corporate representative of the NDF between August 17, 2018 and September 30, 2020. Inaugurated as director as corporate representative of the MOTC and elected as chairman since October 1, 2020. |
Director | Jiang-Ren Chang (Corporate Representative of the MOTC) |
30 | 0 | 31 | 97% | New office assumed on May 14, 2021 |
Director | An-Chung Ku (Corporate Representative of the MOTC) |
30 | 1 | 31 | 97% | New office assumed on May 14, 2021 |
Director | Keh-Her Shih (Corporate Representative of the NDF) |
24 | 6 | 31 | 77% | Inaugurated as director on December 21, 2020. |
Director | Chien-Yi Chang (Corporate Representative of the NDF) |
27 | 4 | 31 | 87% | New office assumed on June 22, 2018. |
Director | Chih-Li Chen (Corporate Representative of the NDF) |
31 | 0 | 31 | 100% | New office assumed on May 14, 2021 |
Director | Shao-Liang Chen (Corporate Representative of the TIPC) |
24 | 7 | 31 | 77% | New office assumed on June 22, 2018. Stepped down as director on June 17, 2019. Inaugurated as director on May 5, 2020. |
Director | Wen-Ching Liu (Corporate Representative of the TNC) |
27 | 4 | 31 | 87% | New office assumed on June 22, 2018. |
Independent Director | Tar-Shing Tang | 30 | 1 | 31 | 97% | New office assumed on June 22, 2018. |
Independent Director |
Tan Ho-Cheng | 5 | 0 | 5 | 100% | Took office after the independent directors by-election on May 26, 2023. |
Independent Director |
Jr-Tsung Huang | 4 | 1 | 5 | 80% | Took office after the independent directors by-election on May 26, 2023. |
Continuing Education for Directors
Directors’ and independent directors’ CPE hours in 2022 were 54 hours standing on the policy, the actual total CPE hours reached 65 hours.Directors’ and independent directors’ CPE hours in 2023 were 72 hours standing on the policy, the actual total CPE hours reached 105 hours until December 31st ,2023.
The information of Advanced education for Directors in 2023 | |||||
---|---|---|---|---|---|
Title | Name | Date | Organizer | Course Name | Hours |
Director | Cheng-Mount Cheng | 2023.02.07 | Taiwan Corporate Governance Association | Enacting Information Security Governance (ISG) Practices: Analyzing the Critical Business Issues | 3 |
2023.02.14 | Taiwan Corporate Governance Association | New Challenge to Corporate Governance as ESG Knocking | 3 | ||
112.10.11 | Greater China Financial and Economic Development Association | The Competition for Corporate Talent: Discussion on Key Issues in Employee Reward Strategies | 3 | ||
Director | Jiang-Ren Chang | 2023.10.12 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - How should enterprises carry out international tax layout and investment | 3 |
2023.10.18 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Talent sustainability challenges after the epidemic | 3 | ||
Director | An-Chung Ku | 2023.08.09 | Greater China Financial and Economic Development Association | The impact of carbon pricing on business operations | 3 |
2023.12.13 | Greater China Financial and Economic Development Association | Enterprise circular economy and sustainable development | 3 | ||
Director | Keh-Her Shih | 2023.03.03 | Taiwan Corporate Governance Association | Directors' Roles and Responsibilities in Annual Report Disclosure | 3 |
2023.03.17 | Taiwan Corporate Governance Association | Board Meetings: Common Board Meeting Mistakes for Listed Companies | 3 | ||
Director | Chien-Yi Chang | 2023.02.20 | Greater China Financial and Economic Development Association | Building a Resilient Supply Chain for Enterprises | 3 |
2023.09.15 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - How to enhance the credibility of corporate sustainability reports | 3 | ||
2023.10.02 | Chinese National Association of Industry and Commerce, Taiwan(CNAIC) | Natural carbon sink and carbon rights trading operations and business opportunities that may be created | 3 | ||
2023.10.12 | Independent Director Association Taiwan | Prospects and the international situation of preventing money laundering and combating the expansion of terrorist financing | 3 | ||
2023.11.29 | Independent Director Association Taiwan | Principles of treating customers fairly and Friendly Finance | 3 | ||
Director | Chih-Li Chen | 2023.06.20 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - How should Directors and Supervisors supervise Enterprise Risk Management and Crisis Management | 3 |
2023.07.18 | Chinese National Association of Industry and Commerce, Taiwan(CNAIC) | Mission Under the Boom: Generative Artificial Intelligence and Responsible Innovation | 3 | ||
2023.07.28 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - The Real Value Created by Circular and Low-Carbon Innovation - Understanding Circular Economy and Governance | 3 | ||
Director | Shao-Liang Chen | 2023.06.26 | Taiwan Corporate Governance Association | Risks and opportunities for business on trend of climate change | 3 |
2023.12.01 | Taiwan Corporate Governance Association | An Era of Stringent Data Protection Regulation | 3 | ||
Director | Wen-Ching Liu | 2023.06.16 | Taiwan Corporate Governance Association | Impact of climate change on industry financial statements | 3 |
2023.06.16 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulation - Highlights of Recent Updates | 3 | ||
Independent Director | Tar-Shing Tang | 2023.10.04 | Chinese National Association of Industry and Commerce, Taiwan(CNAIC) | How companies respond to international anti-tax avoidance measures | 3 |
2023.10.20 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Discussing Corporate Governance Blueprint 3.0 and Directors’ Responsibilities | 3 | ||
Independent Director | Tan Ho-Chen | 2023.03.17 | Taiwan Corporate Governance Association | Board Meetings: Common Board Meeting Mistakes for Listed Companies | 3 |
2023.10.02 | Chinese National Association of Industry and Commerce, Taiwan(CNAIC) | Natural carbon sink and carbon rights trading operations and business opportunities that may be created | 3 | ||
2023.10.13 | Taiwan Academy of Banking And Finance | Corporate Governance Lecture - Discussing the importance of Sustainability Report and TCFD | 3 | ||
2023.10.13 | Taiwan Academy of Banking And Finance | Corporate Governance Lecture - Discussing the Principle of Friendly Service and Financial Exploitation based on Principle of treating customers fairly | 3 | ||
Independent Director | Jr-Tsung Huang | 2023.07.25-2023.07.26 | Securities and Futures Institution | The Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer-Taipei Class | 12 |
2023.09.14 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Operational Practices of Audit Committee | 3 | ||
2023.09.20 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Analysis of common illegal cases under the Securities and Exchange Act | 3 | ||
2023.10.19 | Securities and Futures Institution | The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Technical development and application opportunities of Chatbot ChatGPT | 3 | ||
2023.11.03 | Securities and Futures Institution | Listed Companies and OTC Companies - Seminar of Insights into Derivatives Market and Moving to Corporate Sustainability | 3 |
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