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 25th, 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 2021:
   1. 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.
   2. Coordinate the convening of shareholders’ meetings, and handling the convening, notification, meetings, meeting minutes, etc. of board meetings and
       functional committees meetings.
   3. 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.
   4. Provide relevant information, instructions, convening discussion meetings and take charge of meeting minutes as required by directors and independent
       directors.
   5. Amend the regulations of board and functional committees performance assessments and handle the internal and external performance assessments.
   6. Amend Rules of Procedure for Shareholders Meeting in cooperation with the amendment of laws and regulations.
   7. Assist new directors to inaugurate, and assist directors and independent directors to comply with laws and regulations.
   8. Assist directors and independent directors to arrange the continuing education.
   9. Take out appropriate liability insurance for directors and managers.
 10. Handle company registration and change registration matters in cooperation with the election of directors(including independent directors), amendment
       to the Articles of Incorporation, merger of a subsidiary and change of managerial personnel and paid-in capital.

● The following is the information of the continuing education of Chief Corporate Governance Officer in 2021:
Date Organizer Course Name Hours
2021.04.20 Taiwan Corporate Governance Association Responsibilities of Directors and Supervisors and Key Points of Amendment of Securities Investor and Futures Trader Protection Act
3
2021.08.31 Digital Governance Association The international trend of Net Zero Emissions and Taiwan's efforts to promote zero carbon transformation
3
2021.09.01 Financial Supervisory Commission The 13th Taipei Corporate Governance Forum(Morning Session) 3
2021.10.08 Taiwan Corporate Governance Association The Response and Application of the Board of Directors' Evaluation of Corporate Governance 3
2021.10.18 The Institute of Internal Auditors-Chinese Taiwan Audit Practice of Subsidiary company 6
2021.10.26 Securities and Futures Institution The Advanced Seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Discussing Corporate Taxation Governance and Solutions of Taxation Technology From ESG Trends and Epidemic Environment 3
2021.11.12 Securities and Futures Institution Promotion Conference of Preventing Insider Trading of 2021 3
2021.11.16 Securities and Futures Institution The advanced seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer -ESG/CSR and Sustainable Governance in 2021 3
Total Hours 27