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Functional Committees
To improve corporate governance system, besides audit committee and compensation committee, Yang Ming by board resolutions appoints special projects committee on November 12, 2018 to provide advices on material operation matters to strengthen board supervision and management functions.
Functional Committee Compensation Committee Audit Committee Special Projects Committee
Duties ● 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 assesse 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.
● 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.
● Provide advices on major regulations or
   system changes, and business
   environment changes.
● Provide advices on material contract
   disputes and assist the board of director
   to supervise the managerial
   department's decision-making.
● 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.
● Matters directed by shareholder's
   meetings and board meetings.

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.
Composition ● 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.
● The audit committee is comprised of all
   independent directors and shall consist
   of no fewer than three independent
   directors.
● The members of the special projects
   committee shall consist of 3 to 7
   directors and at least 1 of them is
   independent director. The members of
   the special projects committee are
   appointed by the board and the term of
   the special projects committee shall be
   identical to the term of the board.
members Tar-Shing Tang
(Independent Dirctor)
V(Convener) V(Convener) V
Tze-Chun Wang
(Independent Dirctor)
V V V(Convener)
Jei-Fuu Chen
(Independent Dirctor)
V V V
Cheng-Mount Cheng
(Chairman)
Keh-Her Shih
(Director)
Kun-Ching Liao
(Director)
V
Ping-Jen Tseng
(Director)
Shao-Yuan Chang
(Director)
Chien-Yi Chang
(Director)
Shao-Liang Chen
(Director)
V
Wen-Ching Liu
(Director)


Functional Committees Meeting Status
Compensation Committee Meeting Status
Yang Ming appoints compensation committee on July 6, 2011 and the committee consists of 3 members. The term of the 4th compensation committee is from June 22, 2018 to June 21, 2021. Up to December 31, 2020, there are 8 meetings convened by the 4th 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
8 0 8 100% New office assumed on June 22, 2018.
Independent Director Tze-Chun
Wang
8 0 8 100% New office assumed on June 22, 2018.
Independent Director Jei-Fuu
Chen
3 0 3 100% New office assumed on September 25, 2020.
Former Independent Director Ming-Sheu
Tsai
5 0 5 100% New office assumed on June 22, 2017. Renewal of office on June 22, 2018. Resign on April 16, 2020.


Audit Committee Meeting Status
Yang Ming appoints audit committee on June 14, 2013 and the committee consists of 3 members. The term of the 3rd audit committee is from June 22, 2018 to June 21, 2021. Up to December 31, 2020, there are 18 meetings convened by the 3rd 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
Tang
18 0 18 100% New office assumed on June 22, 2018.
Independent Director Tze-Chun
Wang
18 0 18 100% New office assumed on June 22, 2018.
Independent Director Jei-Fuu
Chen
3 0 3 100% Elected to fill the vacancy as independent director on June 17, 2020.
Former Independent Director Ming-Sheu
Tsai
12 0 12 100% Elected to fill the vacancy as independent director on June 22, 2017. Renewal of office on June 22, 2018. Resigned on April 16, 2020.


Special Projects Committee Meeting Status
Yang Ming appoints special projects committee on November 12, 2018 and the committee consists of 3 to 7 directors. Among special projects committee members, Independent Director Tar-Shing Tang is a legal expert, Independent Director Tze-Chun Wang and Independent Director Jei-Fuu Chen are finance and accounting experts.
The term of the 1st special projects committee is from January 25, 2019 to June 21, 2021. Up to December 31, 2020, there are 15 meetings convened by the 1st special projects 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
15 0 15 100% New office assumed on January 25, 2019.
Independent Director Tze-Chun
Wang
15 0 15 100% New office assumed on January 25, 2019.
Independent Director Jei-Fuu
Chen
2
(1 is in attendance)
1 3
(1 is in attendance)
67% New office assumed on August 13, 2020.
Former Independent Director Ming-Sheu
Tsai
9 0 9 100% New office assumed on January 25, 2019. Resigned on April 16, 2020.
Chairman Cheng-Mount
Cheng
14 0 14 100% New office assumed on January 25, 2019. Resigned on October 1, 2020 while elected as chairman.
Director Kun-Ching
Liao
15 0 15 100% New office assumed on January 25, 2019.
Director Shao-Liang
Chen
6
(1 is in attendance)
0 8
(1 is in attendance)
75% New office assumed on January 25, 2019. Stepped down on June 17, 2019. Inaugurated on May 13, 2020.