Corporate Governance Structure

Functions and Operation Status of Departments Related to Corporate Governance
| Department |
Functions |
Operation Status |
| Secretarial Office |
- Facilitate and implement corporate governance matters related to the board of directors.
|
- Track the progress of important resolutions made by the board of directors and functional committees periodically.
- Strengthen corporate governance policies and measures according to corporate governance evaluations.
- Plan corporate governance policies.
- Improve corporate governance system and review the achievements.
- Review information disclosure process.
|
| Legal Compliance Office |
- Develop, manage and implement compliance policies related to competition laws.
- Review group's existing regulations and procedures to ensure compliance, and provides compliance advices.
- Facilitate law awareness and training of legal compliance.
|
- Review the operational status of legal compliance.
|
| Public Affairs Department |
- Facilitate ISO, CWQI, AEO and ESG.
- Plan and implement rules, regulations and matters related to corporate governance.
|
- Assist to facilitate and implement corporate governance matters.
- Implement CSR and corporate governance.
- Prepare, handle and track corporate governance evaluations.
|
Chief Corporate Governance Officer
In accordance with Article 5 of the Organizational Rules of Yang Ming, the Secretarial Office of the Board is designated as the department responsible for promoting and implementing corporate governance initiatives within the Board of Directors. To enhance corporate governance practices, protect shareholders’ rights and strengthen the function of the Board, the 335th board meeting approved the appointment of Ms. Ting-Yu Lu to serve as the Chief Corporate Governance Officer on January 25, 2019. Ms. Lu’s qualifications and the responsibilities are aligned with the requirements and the principle of corporate governance.
The primary duties of the Chief Corporate Governance Officer include matters related to Board meetings, shareholders'meetings and functional committee meetings, such as drafting meeting minutes, provide necessary information to directors and independent directors to perform duties, assisting with directors and independent directors appointments and continuing education, ensuring legal compliance, and managing corporate registrations and changes.
The following are the primary responsibilities of the Chief Corporate Governance Officer in 2025:
- Ensure that the shareholders’ meetings, Board meetings, and meetings of various functional committees are conducted in compliance with Yang Ming’s Articles of Incorporation, internal rules and regulations, applicable laws and regulations, and resolutions of the shareholders’ meetings.
- Coordinate the convening of shareholders’ meetings, and manage all aspects of Board meetings and meetings of various functional committees, including scheduling, notifications, conduct of meetings, and preparation of meeting minutes.
- Manage the convening of separate communication meetings between independent directors and certified public accountants or the Chief Auditor, including scheduling, notifications, conduct of meetings, preparation of meeting minutes, and other related matters.
- Provide necessary information and guidance to directors and independent directors, and manage the convening of meetings and preparation of meeting minutes as required.
- Manage the internal performance assessments of the Board, functional committees, and individual directors, as well as the external performance assessments of the Board and functional committees.
- Assist new independent directors with their transition into office, and ensure that directors and independent directors comply with relevant laws and regulations.
- Assist directors and independent directors in arranging continuing education programs and courses.
- Arrange for appropriate directors’ and officers’ liability insurance for directors and managers.
- Manage Yang Ming’s registration and filing matters related to the election of directors (including independent directors), changes in managerial positions and information, and changes in shareholdings of directors and managerial personnel.
Continuing education of the Chief Corporate Governance Officer in 2025(Until December 31st, 2025):
| Date |
Organizer |
Course Name |
Hours |
| 2025.04.18 |
Taipei Foundation of Finance |
2025 ESG Sustainability Summit Forum – Key to Corporate Sustainable Development: Corporate Governance and Sustainability Information Disclosure |
3 |
| 2025.05.08 |
Taiwan Corporate Governance Association |
Annual sustainability governance strategy management of the Board of Directors (Sustainability Development Committee) |
3 |
| 2025.07.09 |
Taiwan Stock Exchange |
2025 Cathay Sustainable Finance and Climate Change Summit |
6 |
| 2025.12.10 |
Governance Professionals Institute of Taiwan |
2025 Corporate Governance Forum – Corporate Governance Amid Changing Times |
3 |
| Total Hours |
15 |