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功能性委員會


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) 
  • Tan Ho-Cheng 
  • (Independent Director) 
  • Jr-Tsung Huang 
  • (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)
  • Tan Ho-Cheng 
  • (Independent Director)(Convener)  
  • Jr-Tsung Huang 
  • (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) 
  • Tan Ho-Cheng 
    (Independent Director) 
  • Jr-Tsung Huang 
    (Independent Director)(Convener)  
  • Cheng-Mount Cheng (Chairman) 
  • Chih-Li Chen (Director) 


Functional Committees Meeting Status

 

Audit Committee Meeting Status 

Yang Ming appoints audit committee on June 14, 2013 and the committee consists of 3 members. The term of the 4th audit committee is from May 14, 2021 to May 13, 2024. Up to December 31, 2023, there are 24 meetings convened by the 4th 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		 24 0 24 100% New office assumed on June 22, 2018. 
Independent Director  Tan Ho-Cheng  5 0 5 100% Took office after the independent directors by-election on May 26, 2023. 
Independent Director  Jr-Tsung Huang   5 0 5 100% Took office after the independent directors by-election on May 26, 2023. 


Compensation Committee Meeting Status 

Yang Ming appoints compensation committee on July 6, 2011 and the committee consists of 3 members. The term of the 5th compensation committee is from May 14, 2021 to May 13, 2024. Up to December 31, 2023, there are 22 meetings convened by the 5th compensation 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 
Tang		 22 0 22 100% New office assumed on June 22, 2018.
Independent Director Tan Ho-Cheng 2 0 2 100% New office assumed on June 21, 2023.
Independent Director Jr-Tsung Huang 2 0 2 100% New office assumed on June 21, 2023.
**Remark 1: Due to resignation of former Independent Directors Tze-Chun Wang and Jei-Fuu Chen on September 3, 2022, only independent director Tar-Shing Tang left as the member and convener of Compensation Committee; the board approved resolution to make supplementary appointment on November 11, 2022 according to relevant regulations and requirements. The term of temporary members (Kuen-Yow Hu, Chiou-Ling Huang, Yau-Jr Liu, Kuang-Hsun Shih) is from November 11, 2022 to the completion of 20th independent director re-election at 2023 shareholders’ meeting. 
Remark 2: The 384th Board meeting approved a resolution for the appointment of new independent directors Tan Ho-Cheng and Jr-Tsung Huang as the members of the 5th Compensation Committee on June 21, 2023; All members of Compensation Committee agreed and elected the independent director Tan Ho-Cheng 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 1st Risk Management Committee is from October 14, 2022 to May 13, 2024. Up to December 31st, 2023, there was 5 meetings convened by the 1st 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)  Remarks 
Independent Director Jr-Tsung Huang 3 0 3 100% New office assumed on June 21, 2023. 
Independent Director Tar-Shing Tang 5 0 5 100% New office assumed on October 14, 2022. 
Independent Director Tan Ho-Cheng 3 0 3 100% New office assumed on June 21, 2023. 
Chairman Cheng-Mount 
Cheng		 4 1 5 80% New office assumed on October 14, 2022. 
Director Chih-Li 
Chen		 5 0 5 100% New office assumed on October 14, 2022. 
Director Keh-Her Shih  0 2 0 0% New office assumed on October 14, 2022, stepped down on June 21, 2023. 
Director Wen-Ching Liu  2 0 2 100% New office assumed on October 14, 2022, stepped down on June 21, 2023. 
**Remark: The 384th Board meeting approved a resolution for the appointment of new independent directors Tan Ho-Cheng and Jr-Tsung Huang as the members of the 1st Risk Management Committee on June 21, 2023; All members of Risk Management Committee agreed and elected the independent director Jr-Tsung Huang as the convener.  
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