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; the board approved resolution to establish nominating committee on December 20, 2024 to strengthen the mechanism for the selection of directors and managers of the company.

Functional Committee	Duty	Composition	Members
Audit Committee	Implement or amend the internal control systems pursuant to Article 14-1 of the Securities and Exchange Act. Assess the effectiveness of the internal control system. Establish or amend the procedures of major financial or business activities, including the acquisition or disposal of assets, derivatives trading, loaning funds and providing endorsements or guarantees to third parties in accordance with Article 36-1 of the Securities and Exchange Act. Address matters involving conflicts of interest related to Directors. Manage material asset and derivatives transactions. Manage material loaning funds,endorsements or guarantees. The raising, issuance, or private placement of equity-type securities. The appointment, dismissal and compensation for certified public accountants. The appointment and dismissal of Chief Financial Officer, Chief Accounting Officer, or Chief Audit Supervisor. Annual financial statements signed or sealed by Chairman, managerial officers and Chief Accounting Officer, and semi-annual financial statements audited by certified public accountants. Address any other major matters as required by Yang Ming or relevant authorities.	The Audit Committee consists of all Independent Directors and no fewer than three people.	Tar-Shing Tang (Independent Director)(Convener) Huang-Chuan Chiu (Independent Director) Jr-Tsung Huang (Independent Director) Zheng-Yi Shon (Independent Director) Tsung-Lun Tsai (Independent Director)
Compensation Committee	Regularly 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 performance achievements for the Directors and managerial officers, and set the types and amounts of their individual compensation based on the results of performance assessments.	The Compensation Committee consists of at least three members appointed by the Board and over half of the members should be Independent Directors. The term of the Compensation Committee should be identical with 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 policies, structure, system, specifications, risk appetite and tolerance of the Company, and make necessary adjustments in response to changes in the external environment. Review the measures taken in response to major risk loss incidents. Evaluate the effectiveness of the warning systems for critical risk management matters. Advise on solutions and mechanisms of significant contractual disputes. Advise on financial risks including financing, interest rates, exchange rates, liquidity and solvency. Advise on material adjustments to the Company’s organizational structure. Report on the implementation of risk management to the Board on a quarterly basis. Address critical risk matters as requested by relevant administrative authorities, the Company and the Board. In the event that any of the above items are addressed in Article 14-5 of the Securities Exchange Act, the Audit Committee shall refer to the Risk Management Committee Charter.	The Risk Management Committee consists of 5 to 7 members with the Independent Directors as the ex officio members. The members are appointed by the Board and the term of the Risk Management Committee should be identical with 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)
Nominating Committee	Establish criteria for Board Directors and important managerial personnel, such as required expertise, skills, experience, gender and independence to review and nominate as candidates. Establish and review succession plans of Board Directors and important managerial personnel regularly.	The Nominating Committee shall consists of at least three members appointed by the Board and over half of the members should be Independent Directors. The term of the Nominating Committee should be identical with the Board.	Tar-Shing Tang (Independent Director) Jr-Tsung Huang (Independent Director) Zheng-Yi Shon (Independent Director) Feng-Ming Tsai (Chairman) (Convener)

Functional Committees Meeting Status

Audit Committee Meeting Status

Yang Ming appoints audit committee on June 14, 2013 and the committee consists of 5 members. The term of the 5^th audit committee is from May 24, 2024 to May 23, 2027. Up to May 31, 2025, there are 11 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)	Remarks
Independent Director	Tar-Shing Tan	11	0	11	100%
Independent Director	Huang-Chuan Chiu	11	0	11	100%
Independent Director	Jr-Tsung Huang	10	1	11	91%
Independent Director	Zheng-Yi Shon	11	0	11	100%
Independent Director	Tsung-Lun Tsai	-	-	-	-	Took office after the Independent Directors’ by-election on May 29, 2025.

Compensation Committee Meeting Status

Yang Ming appoints compensation committee on July 6, 2011 and the committee consists of 5 members. The term of the 6^th compensation committee is from May 24, 2024 to May 23, 2027. Up to May 31, 2025, there are 7 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	7	7	100%
Independent Director	Huang-Chuan Chiu	7	7	100%
Independent Director	Jr-Tsung Huang	7	7	100%
Independent Director	Zheng-Yi Shon	7	7	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 May 31, 2025, there were 4 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	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%
Director	Wan-Chi Hsu	4	0	4	100%

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