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 2024:
- Ensure that shareholders' meetings, Board meetings and functional committee meetings comply with the relevant provisions of Yang Ming's Articles of Incorporation, rules and regulations, applicable laws, and resolutions of the shareholders' meetings.
- Coordinate the convening of shareholders' meetings, and handle all aspects related to Board meetings and functional committee meetings, including notifications, meeting procedure and meeting minutes.
- Manage the convening of communication meetings between independent directors, certified public accountants or Chief Auditor separately, overseeing the scheduling, notifications, meetings, meeting minutes and other related matters.
- Provide necessary information, guidance, and convene meetings, drafting meeting minutes as required by directors and independent directors.
- Manage the external and internal performance assessments of the Board and functional committees.
- Assist new directors and independent directors in their transition into office, ensuring their compliance with all applicable laws and regulations.
- Facilitate the arrangement of continuing education for directors and independent directors.
- Arrange for appropriate liability insurance coverage for directors and managers.
- Manage the Company’s registration matters related to the election of directors (including independent directors), changes in managerial positions and information, and changes in managerial personnel and directors’ shareholdings.
Continuing education of the Chief Corporate Governance Officer in 2024(Until December 31st, 2024):
| Date |
Organizer |
Course Name |
Hours |
| 2024.03.01 |
Taiwan Corporate Governance Association |
How the Audit Committee interprets and applies the Audit Quality Indicators (AQI) |
3 |
| 2024.06.12 |
Greater China Financial and Economic Development Association |
Risks and considerations of Generative AI for enterprises |
3 |
| 2024.07.03 |
Taiwan Stock Exchange |
2024 Cathay Sustainable Finance and Climate Change Summit |
6 |
| 2024.10.23 |
Greater China Financial and Economic Development Association |
How Can the Board Ensure Sustainable Business Operations - Starting from Talent Discovery and Development |
3 |
| 2024.12.17 |
Taipei Bar Association |
2024 Corporate Governance Forum: New Challenges for Corporate Governance Officers |
3 |
| Total Hours |
18 |