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公司治理架構
Corporate Governance Structure
Department Functions and Operation Status
| Department | Functions | Operation Status |
|---|---|---|
| Secretarial Office |
|
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| Legal Compliance Office |
|
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| Public Affairs Department |
|
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Chief Corporate Governance Officer
In accordance with Article 5 of the Organizational Rules of Yang Ming, the Secretarial Office of the Board is the department that promotes corporate governance and implements corporate governance matters of the Board of Directors. In order to strengthen corporate governance, protect shareholders’ rights and enhance the function of the Board of Directors, the 335th board meeting adopted the resolution and appointed Ms. Ting-Yu Lu to serve as the Chief Corporate Governance Officer on January 25, 2019. The related qualification and the responsibilities are in compliance with the requirements for the principle of the corporate governance. The main duties of the Chief Corporate Governance Officer are to handle related matters for board meetings, shareholders’ meetings and functional committees meetings. To prepare meeting minutes, provide information required to directors and independent directors to perform their duties, assist directors and independent directors in their appointments and continuing education, and assist directors and independent directors to comply with laws and regulations, handle and change company registration.
The following is the major business of the Chief Corporate Governance Officer in 2023：
- Ensure that shareholders’ meetings, board meetings and functional committees meetings are in compliance with the relevant provisions of Yang Ming’s Articles of Incorporation, rules and regulations, laws, and resolutions of the shareholders’ meetings.
- Coordinate the convening of shareholders’ meetings, and handling the convening, notification, meetings, meeting minutes, etc. of board meetings and functional committees meetings.
- Handle the communication meeting between independent directors and certified public accountants or chief auditor separately on the convening, notification, meeting, meeting minutes and other related matters.
- Provide relevant information, instructions, convening discussion meetings and take charge of meeting minutes as required by directors and independent directors.
- Handle the internal performance assessments of board and functional committees.
- Amend Rules of Procedure for Board Meeting in cooperation with the amendment of laws and regulations.
- Assist new independent directors to inaugurate, and assist directors and independent directors to comply with laws and regulations.
- Assist directors and independent directors to arrange the continuing education.
- Take out appropriate liability insurance for directors and managers.
- Handle company registration and change registration matters in cooperation with by-election of independent directors, change of managerial personnel and directors’ shareholdings.
The following is the information of the continuing education of Chief Corporate Governance Officer in 2023(Until December 31st, 2023):
| Date | Organizer | Course Name | Hours |
|---|---|---|---|
| 2023.02.14 | Taiwan Corporate Governance Association | New Challenge to Corporate Governance as ESG Knocking | 3 |
| 2023.04.21 | Taiwan Corporate Governance Association | How should the board of directors formulate ESG sustainable governance strategies in 2023 | 3 |
| 2023.09.04 | Financial Supervisory Commission | The 14th Taipei Corporate Governance Forum (all day session) | 6 |
| Total Hours | 12 | ||