Board of Directors and Functional Committees

Board of Directors Audit
Committee
Remuneration
Committee
Corporate Governance and
Sustainability Committee
Title Name Main Experience & Education
Chairman David Yen The founder and the Group chairman of T3EX, Shipping & Transportation Management in NTOU
Director Jack Lai The CEO of THI Group ocean business, DBA in National Taipei University
Director HOPE OCEAN INTERNATIONAL LTD.
Representative: Tony Lin
The CEO of THI Group Air business, DBA in TIAS.
Director CHANG-JIE International
Representative: Benison Hsu
The president of Taiwan Express, MBA in Tulane University.
Director DYNAMIC OCEAN GROUP LIMITED
Representative: Carl Wei
The senior vice president of YANG MING MARINE TRANSPORT CORP., DBA in Fu Jen Catholic University.
Director YI-WEI INVESTMENT
Representative: Ji-Zhi Hsieh
The GM and board of director of Mei-Ton Rubber, CCU Natural Resource.
Independent Director Li-Chiu Chang The chairman of FOCI Fiber Optic Communications & Panion & BF Biotec Inc., Master of insurance in NCU.
Independent Director Ming-Hsu Tsai The independent director of YANG MING MARINE TRANSPORT CORP, Master of Public Administration in NCU
Independent Director Jeff Lin The manager of HR and Administrative Department of KPMG Accounting Firm, Chinese Literature in NCU.

Diversity of Board Member

Main Expertise:/
Name of Director:
Gender Operating Analysis Accounting and Financial Analysis Operating Management Risk Management Industry Knowledge International Market Prospection Leadership Decision Maker
David Yen Male V V V V V V V
Jack Lai Male V V V V V V V
Tony Lin Male V V V V V V V
Benison Hsu Male V V V V V V V
Carl Wei Male V V V V V V
Ji-Zhi Hsieh Male V V V V
Ming-Hsu Tsai Male V V V V V
Li Chiu Chang Male V V V V V
Jeff Lin Male   V V V


The Principle of Self-Evaluation or Peer Evaluation of the Board of Directors

The company approved the principle of Self-Evaluation or Peer Evaluation of the Board of Directors on March 26,2018. Pursuant to this principle, the company’s board conduct internal board performance evaluation before the end of February of every year , and the board conduct an external performance by the external independent professional institution at least once every three years.

The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors, which should cover, at a minimum, the following five aspects:

1. Participation in the operation of the company.
2. Improvement of the quality of the board of directors' decision making.
3. Composition and structure of the board of directors.
4. Election and continuing education of the directors.
5. Internal control.

The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects:

1. Alignment of the goals and missions of the company;
2. Awareness of the duties of a director;
3. Participation in the operation of the company;
4. Management of internal relationship and communication;
5. The director's professionalism and continuing education; and
6. Internal control.

The Consequence of the Board’s Self-Evaluation on Year 2018

  1. The Period of Evaluation: 2018.1.1-2018.12.31
  2. The Score of Internal Board performance Evaluation: The score is 99.6%. (Full score is 100%)
  3. The Score of Board Members Self-Evaluation: Full score
  4. The consequence of 2018 self-evaluation was proposed on board meeting on March 26,2019.

The execution of prevention of improper information disclosures on Year 2019

According to the Article 6 of the company’s procedure for Handling Material Inside Information, the company conducted educational promotion for awareness among all directors, managerial officers, and employees on January 10, 2019.

The Audit Committee is responsible for overseeing the fair presentation of the Company’s financial statements, the hiring (dismissal), independence and performance of its certified public accountants, and the effectiveness of the Company’s internal controls. Other key functions include supervising the appropriateness of internal compliance procedures and plans and overseeing the management of existing or potential risk.

The Audit Committee holds meetings at least once every quarter. Please refer to our annual report for details regarding the frequency and member attendances of the Audit Committee.

Audit Committee Members

Name Note
LI CHIU CHANG - Convener Independent Director Of The Board
Ming-Hsu Tsai Independent Director Of The Board
Jeff Lin Independent Director Of The Board

Communications between Independent Directors and Internal/Independent auditors

Communications between the Independent Directors and the Internal Auditors:

1. Regular-
The internal auditors email the monthly audit reports to the members of the Audit Committee every month. The members of the Audit Committee will reply via emails or phones for further inquiries or concerns.
The internal auditors present the findings of all audit reports in the quarterly meetings of the Audit Committee.

2. Irregular-
The head of Internal Audit report to the members of the Audit Committee when any material matters occur.

Select Year

The communication mechanism between the independent directors and the head of internal audit works well and effectively. The major items of these communications in 2020 are as follows:

Date The Major Items of the Communication Result
2020/03/06
Audit Committee
The execution report of internal audit on 4Q2019. Noted
Approval of the Company’s “Statement of Internal Control System“ Approved
2020/05/07
Audit Committee
The execution report of internal audit on 1Q2020. Noted
2020/07/31
Audit Committee
The execution report of internal audit on 2Q2020. Noted
Proposal of the amendments of the company’s Internal Control System and Internal Audit Implementation Rules. Approved
2020/11/04
Audit Committee
The execution report of internal audit on 3Q2020. Noted
Proposal of internal audit’s 2021 annual plan. Approved

The communication mechanism between the independent directors and the head of internal audit works well and effectively. The major items of these communications in 2019 are as follows:

Date The Major Items of the Communication Result
2019/08/07
Audit Committee
The execution report of internal audit on 2Q2019. Noted
Proposal of the amendments of the company’s Internal Control System and Internal Audit Implementation Rules. Approved
2019/11/04
Audit Committee
The execution report of internal audit on 3Q2019. Noted
Proposal of internal audit’s 2020 annual plan. Approved

Communications between the Independent Directors and the Independent Auditors:

1. Regular-
The independent auditors present their findings of their review or audits on YFY’s semi-annual and annual financial reports.

2. Irregular-
Under applicable laws and regulations, the independent auditors are also required to immediately communicate to the Audit Committee any material matters that they have discovered.

Select Year

The communication mechanism between the independent directors and the head of internal audit works well and effectively. The major items of these communications in 2020 are as follows:

Date The Major Items of the Communication Result
2020/03/06
Audit Committee
The Company's independent auditors presented the audit results for the consolidated financial statements for year 2019. They also discussed and communicated the effect of newly revised laws and regulations. For Board’s approval
2020/07/31
Audit Committee
The Company's independent auditors presented the review results for the consolidated financial statements for the second quarter of 2020. They also discussed and communicated the effect of newly revised laws and regulations. For Board’s approval

The communication mechanism between the independent directors and the head of internal audit works well and effectively. The major items of these communications in 2019 are as follows:

Date The Major Items of the Communication Result
2019/08/07
Audit Committee
The Company's independent auditors presented the review results for the consolidated financial statements for the second quarter of 2019. They also discussed and communicated the effect of newly revised laws and regulations. For Board’s approval

The Remuneration Committee is responsible for establishing and reviewing the Company’s policies, systems, standards and structures related to the performance evaluations and remuneration of board members and top executives. Therefore, the committee makes recommendations for the board discussions.

The Remuneration Committee holds meetings at least twice a year. Please refer to our annual report for details regarding the frequency and member attendances of the Remuneration Committee.

Remuneration Committee Members

Name Note
LI CHIU CHANG - Convener Independent Director Of The Board
Ming-Hsu Tsai Independent Director Of The Board
Jeff Lin Independent Director Of The Board

Corporate Governance and Sustainability Committee

The Corporate Governance and Sustainability Committee is primarily responsible for helping the board supervise the development of corporate governance and the implementation of CSR, and report the main issues of CSR and the resolution of stakeholders communication.

The Corporate Governance and Sustainability Committee holds meetings at quarterly Please refer to our annual report for details of the Corporate Governance and Sustainability Committee.

Name Title
David Yen Committee Chairperson
Allen Hou Executive Commissioner
Jack Lai Commissioner
Tony Lin Commissioner
Benison Hsu Commissioner