Corporate Governance Structure Chart

Department Functions and Operation Status

Department Functions Operation Status
Secretarial Office ● Facilitate and implement corporate governance matters
   related to the board of directors.
● Track the progress of important resolutions made by the
   board of directors and functional committees periodically.
● Strengthen corporate governance policies and measures
   according to corporate governance evaluations.
● Plan corporate governance policies.
● Improve corporate governance system and review the
● Review information disclosure process.
Legal Compliance Office ● Develop, manage and implement compliance policies
   related to competition laws.
● Review group’s existing regulations and procedures to
   ensure compliance, and provides compliance advices.
● Facilitate law awareness and training of legal
● Review the operational status of legal compliance.
Public Affairs Department ● Facilitate ISO, CWQI, AEO and CSR.
● Plan and implement rules, regulations and matters
   related to corporate governance.
● Assist to facilitate and implement corporate governance
● Implement CSR and corporate governance.
● Prepare, handle and track corporate governance

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 2020:
   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
   5. Amend the regulations of board and functional committees performance assessments and handle the performance assessments.
   6. Amend Rules of Procedure for Shareholders Meeting, Rules of Procedure for Board Meeting, Audit Committee Charter, Compensation Committee
       Charter, Rules Governing the Scope of Powers of Independent Directors 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 change of directors, chairman, president and paid-in capital.

● The following is the information of the continuing education of Chief Corporate Governance Officer in 2020:
Date Organizer Course Name Hours
109.10.14 Securities and Futures Institution Preventing Insider Trading and Stock Trading Conference
in 2020
109.10.23 Fubon Insurance Co., Ltd. Fubon Property & Casualty Directors’ Supervisors’
Liability and Risk Management Seminar in 2020
109.12.08 Taiwan Academy of Banking And Finance ESG and Sustainable Management 3
109.12.17 Taiwan Corporate Governance Association Corporate Governance and Legal Compliance 3
Total Hours 12