| 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.
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● 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.
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● 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.
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| 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. |