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 382^nd board meeting (25^th of the 20^th 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 21^st board of directors is from May 24, 2024 to May 23, 2027. Up to June 30, 2024, there are 2 meetings convened by the 21^st board of directors. The attendance records are as follows: