Functional Committees-企業永續訊息式暨檔案下載-陽明海運股份有限公司

Functional Committees

To improve corporate governance system, besides audit committee and compensation committee, the board approved resolution to establish special projects committee on November 12, 2018 to provide advices on material operation matters to strengthen board supervision and management functions; the board approved resolution to establish risk management committee on April 15, 2022 to provide advices on risk management policies and important risk matters of the company, considering its similar authorities and functions to special project committee, the board further approved resolution to abrogate special project committee after completing the member appointments of risk management committee on October 14, 2022.

Functional Committee	Duty	Composition	Members
Audit Committee	Adopt or amend the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. Assessment of the effectiveness of the internal control system. Adopt or amend the procedures for material financial or business activities such as acquisition or disposal of assets, derivatives trading, monetary loans to others, or providing endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act. Matters in which a director is an interested party. Material asset and derivatives transactions. Material monetary loans or endorsement, or provision of guarantees. Public offering, issuance, or private placement of equity-type securities. Appointment, dismissal, or compensation of certified public accountants. Appointment and dismissal of chief financial officer, chief accounting officer ,or chief auditor. Annual financial reports signed or sealed by chairman, managerial officer and chief accounting officer, and semi annual financial reports audited by certified public accountants. Any other material matters so required by Yang Ming or by the competent authorities.	The audit committee is comprised of all independent directors and shall consist of no fewer than three independent directors.	Tar-Shing Tang (Independent Director)(Convener) Huang-Chuan Chiu(Independent Director) Jr-Tsung Huang(Independent Director) Zheng-Yi Shon(Independent Director)
Compensation Committee	Periodically review the Charter and make recommendations for amendments. Establish and periodically review the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers. Periodically assess the performance achievements for the directors and managerial officers, and set the types and amounts of their individual compensation based on the results of performance assessment.	The members of the compensation committee shall consist of no fewer than three members and half of the members shall be independent directors. The members of the compensation committee are appointed by the board and the term of the compensation committee shall be identical to the term of the board.	Tar-Shing Tang (Independent Director) Huang-Chuan Chiu (Independent Director) Jr-Tsung Huang (Independent Director) (Convener) Zheng-Yi Shon (Independent Director)
Risk Management Committee	Review the risk management policy, structure, system, specifications, risk appetite and tolerance of the company, and make necessary adjustments when the environment changes. Review the measures of important risk loss incidents. Review the warning systems of important risk management matters. Provide advices on solutions and mechanism of important contract disputes. Provide advices on financial risks such as financing, interest rate, exchange rate, liquidity and solvency. Provide advices on material adjustments to Yang Ming's organization. Report risk management implementation to the board quarterly. Important risk matters or issue requested by administration authority, the company and the board. If the above items are listed in Article 14-5 of the Securities Exchange Act, the audit committee shall deliberate by the provisions of Special Projects Committee Charter.	The members of the risk management committee shall consist of 5 to 7 directors and independent directors are ex officio members. The members of the risk management committee are appointed by the board and the term of the special projects committee shall be identical to the term of the board.	Tar-Shing Tang (Independent Director) Huang-Chuan Chiu (Independent Director) Jr-Tsung Huang (Independent Director) Zheng-Yi Shon (Independent Director) (Convener) Wan-Chi Hsu (Director)

Functional Committees Meeting Status

Audit Committee Meeting Status

Yang Ming appoints audit committee on June 14, 2013 and the committee consists of 5 members (1 independent director being vacant for the time being). The term of the 5th audit committee is from May 24, 2024 to May 23, 2027. Up to November 30, 2024, there are 4 meetings convened by the 5^th audit committee. The attendance records are as follows:

Title	Name	Attendance in Person (B)	By Proxy	Required Attendances (A)	Attendance Rate in Person(%)(B/A)
Independent Director	Tar-Shing Tan	4	0	4	100%
Independent Director	Huang-Chuan Chiu	4	0	4	100%
Independent Director	Jr-Tsung Huang	3	1	4	75%
Independent Director	Zheng-Yi Shon	4	0	4	100%

Compensation Committee Meeting Status

Yang Ming appoints compensation committee on July 6, 2011 and the committee consists of 5 members (1 independent director being vacant for the time being). The term of the 6^th compensation committee is from May 24, 2024 to May 23, 2027. Up to November 30, 2024, there are 3 meetings convened by the 6^th compensation committee. The attendance records are as follows：

Title	Name	Attendance in Person (B)	Required Attendances (A)	Attendance Rate in Person(%)(B/A)
Independent Director	Tar-Shing Tang	3	3	100%
Independent Director	Huang-Chuan Chiu	3	3	100%
Independent Director	Jr-Tsung Huang	3	3	100%
Independent Director	Zheng-Yi Shon	3	3	100%

**Remark: The 393^rd Board meeting approved a resolution for the appointment of members of the 6^th Compensation Committee on May 24, 2024; All members of Compensation Committee agreed and elected the independent director Jr-Tsung Huang as the convener.

Risk Management Committee Meeting Status

Yang Ming appoints Risk Management Committee on October 14, 2022 and the Committee consists of 5 to 7 directors. The term of the 2^nd Risk Management Committee is from May 24, 2024 to May 23, 2027. Up to November 30, 2024, there were 3 meetings convened by the 2^nd Risk Management committee. The attendance records are as follows:

Title	Name	Attendance in Person (B)	By Proxy	Required Attendances (A)	Attendance Rate in Person(%)(B/A)
Independent Director	Tar-Shing Tang	3	0	3	100%
Independent Director	Huang-Chuan Chiu	3	0	3	100%
Independent Director	Jr-Tsung Huang	2	1	3	67%
Independent Director	Zheng-Yi Shon	3	0	3	100%
Director	Wan-Chi Hsu	3	0	3	100%

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