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 2022:
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. Handle the internal performance assessments of board and functional committees.
6. Amend Rules of Procedure for Shareholders Meeting in cooperation with the amendment of laws and regulations.
7. Assist directors and independent directors to arrange the continuing education.
8. Take out appropriate liability insurance for directors and managers.
9. Handle company registration and change registration matters in cooperation with 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 2022(Until December 31th, 2022):
| Date |
Organizer |
Course Name |
Hours |
| 111.03.10 |
TWSE, QIC and Georgeson
|
The webinar of an international perspective on Independent Directors and the Shareholders’ meeting in 2022
|
1
|
| 111.03.15 |
Securities and Futures Institution
|
The advanced seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - How should Directors and Supervisors supervise enterprise risk management and crisis management
|
3
|
| 111.05.10 |
Securities and Futures Institution
|
The advanced seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - Ethical Corporate Management Best Practice Principles
|
3
|
| 111.07.05 |
Taiwan Corporate Governance Association
|
2030/2050 Green Industrial Revolution
|
3
|
| 111.11.15 |
Securities and Futures Institution
|
The advanced seminar of Directors and Supervisors (including Independent Directors) and Chief Corporate Governance Officer - ESG New Economy and New Opportunities for Enterprise Transformation
|
3
|
| 111.11.22 |
Taiwan Corporate Governance Association
|
Corporate Social Responsibility - Corporate Governance from the Perspective of Human Rights Policy
|
3
|
|
|
Total Hours
|
16
|
|