Board of Directors Meeting Status

Board Effectiveness

The tenure of Yang Ming's board members is 3 years. Current board members were elected on May 24, 2024 and took office immediately after the shareholders’ meeting. As of December 2024, the average tenure of the board members was about 1.87 years. According to the corporate governance evaluation regulations, an average attendance rate of 85% for the board of Directors is required. The Company held 12 board meetings in 2024, with an average attendance rate of 88.82%. To ensure the effectiveness and mechanisms of the overseeing and balancing function of Board of Directors, all resolutions approved by the Board are disclosed on the Company's ESG website, promoting timeliness and transparency of corporate governance information.

Board Performance Assessment

According to the Procedures for Board and Functional Committee Performance Assessments, Yang Ming’s Secretarial Office shall 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 external independent professional institution or a panel of external experts and scholars at least once every three years. Yang Ming shall complete the performance assessments by the end of Q1 every year, and report the result to the Board and use it 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 2024 in Dec 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 standards. The achievement rates of assessment criteria is 87% for Directors and the result has met the required standards. The assessment results and the sustainably strengthen and improve targets of 2025 were submitted to 401^st Board meeting on March 12, 2025.

For purpose of consistency in corporate governance and the Board’s performance, targets for sustainability and improvement in 2025 are as follows:

• In order to facilitate sufficient communication and enhance supervision on business operations through meetings, the Company plan to convene 6 Board meetings in 2025, and already sent formal notices to the Directors to reserve and arrange their schedule. The assessment criterion “average attendance status of Directors on board meetings” is listed as an improvement target in 2025.
• In order to facilitate sufficient communication and enhance supervision on business operations through meetings, the Company plan to convene 6 Board meetings in 2025, and already sent formal notices to the Directors to reserve and arrange their schedule. The assessment criterion “the actual attendance status of Directors on Board meetings” is listed as an improvement target in 2025.

The “Taiwan Corporate Governance Association” was commissioned to evaluate the performance of Board and functional committees in January 2024. The Association and evaluating experts were independent of any business affiliations with the Company. The evaluation report on Board performance was submitted on March 28, 2024 and the results were submitted to the 391^st 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 commissioned 4 experts to conduct on-site evaluations and interviews with the Chairman, President, 3 Independent Directors, Chief Audit Officer and the Corporate Governance VP on March 14, 2024.
3. Evaluation criteria: the 8 indicators include composition, guidance, authorization, supervision, communication and self-discipline of the Board, internal control and risk management, and others (e.g., Board meetings, support systems). 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:

• The Chairman encourages feedback, actively communicates and fully respects opinions from all Board members. Conclusions are only made after reaching a consensus through brainstorming and discussion in every way. The Company has nourished a great Board meeting culture and procedures with detailed meeting minutes.
• With expertise in different fields, 3 Independent Directors proactively perform their duties, remain independent while considering shareholders’ interests. Independent Directors direct the management team with forward-thinking on critical issues (e.g., vessel building, affiliates management, compensation and rewards system), to ensure and assist the Board in guidance and supervision functions.
• In addition to the Audit Committee and Compensation Committee, the Company took the initiative to establish the Risk Management Committee based on operational needs. One of the Independent Directors serves as the 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 managing major risks, and regularly reports risk control outcomes to the Board, reflecting the Company’s determination to implement effective risk management.
• The Company has established procedures for the Audit Committee to handle stakeholders’ suggestions and grievance, and an Independent Directors’ mailbox has been set up on the Company’s website. To further enhance the independence of the whistleblower system, the Independent Directors have appointed dedicated personnel to manage and make direct report to them, reflecting that the Board places great importance on stakeholders’ feedback.
• 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) 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 managerial personnel.
• It is recommended that Independent Directors review the performance of Chief Audit Officer and express suggestions prior to the Chairman, in order to strengthen 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 reviews the KPI performance of Directors and managerial officers regularly.
• In order to assist new Directors in understanding 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 draft an improvement plan based on the results and submit it to the Board for advise on the subsequent implementation. /The Company reviews performance in Corporate Governance Evaluation and convenes improvement discussion of improvement with related departments, to enhance efficacy of corporate governance.

Material Resolutions Passed by the Board of Directors