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The Responsibilities of the Board of Directors

 

According to Article 12 of our company's board meeting regulations, the following matters should be discussed by the board of directors:

 
  1. The company's operational plan.
  2. Annual financial reports and the second-quarter financial reports subject to audit verification by an accountant.
  3. The establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, as well as the assessment of the effectiveness of the internal control system.
  4. Procedures for significant financial transactions, such as acquiring or disposing of assets, engaging in derivative commodity trading, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
  5. Raise, issue, or privately place equity-related securities.
  6. The appointment or dismissal of financial, accounting, or internal audit executives.
  7. Donations to related parties or significant donations to unrelated parties. However, donations of a charitable nature for emergency relief due to major natural disasters may be retroactively approved at the next board meeting.
  8. Matters specified in Article 14-3 of the Securities and Exchange Act, other matters required to be resolved by the shareholders' meeting or the board of directors according to laws or regulations, or significant matters as specified by the competent authority.
     

Diversity of the Board of Directors

 

Diversity Policy

 

Our company advocates and respects a diversity policy for the board of directors. To strengthen corporate governance and promote the healthy development of the board's composition and structure, we believe that a diversity policy contributes to enhancing the overall performance of the company. 

The Company advocates and respects the Board’s diversity policies in order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors. We believe that the diversity approach will help to enhance the Company’s overall performance.
Board members are selected on the basis of merit and have diverse and complementary abilities across industry sectors, including basic composition (e.g., age, gender, nationality, etc.), their individual industry experience and relevant skills (e.g., shipping, insurance, accounting, legal, finance, and corporate governance, etc.), as well as business judgment, operational management, leadership, and crisis management. 
The present board of directors in our company comprises seven members, including four independent directors. The company places a significant emphasis on gender diversity within the board composition, with male directors currently constituting 43% (3 members) and female directors accounting for 57% (4 members).
In order for the Board of Directors to accomplish the preferred governance goals of the Company, Article 20 of the Company’s Corporate Governance Code stipulates that the Board of Directors shall generally be equipped with the following capabilities:
 1. Operational judgment, 2. Ability to perform accounting and financial analysis, 3. Management ability, 4. Crisis handling capabilities, 5. Industrial knowledge, 6. International market perspective, 7. Leadership skills, 8. Decision-making skills.

The diversity orientation, complementarity and achievements of the directors as revealed in the table below and in accordance with the standards set forth in Article 20 of the Company's Corporate Governance Code; In the future, we will continue to revise our diversity policy in accordance with the operation and business models and development needs of the Board of Directors, including but not limited to the criteria of basic requirements and values, professional knowledge and skills, etc., to ensure that board members shall be equipped with knowledge, skills, and attainments generally required for performing their tasks.

Board Management Goals and Practices

 
Management Goals and Implementation Implementation status in 2026 Improved relative to the previous term or the previous year
The independent directors account for half of all directors Four seats of independent directors, accounting for 1/2 of all directors Maintain, and one independent external advisor, who is not a board member, has been appointed to the Compensation Committee and the Sustainability Development Committee, respectively.
At least one seat on the board of directors shall be allocated to a director of a different gender Consists of four female directors and three male directors One additional female directors have been added compared to the previous term, and the proportion of either gender on the board of directors has reached one-third of the total seats.
The seats of directors concurrently serving as employees shall not exceed one-third of all directors One, accounting for 1/7 of all directors Due to operational needs, the Chairwoman will continue to concurrently serve as the company's General Manager
The term of office of independent directors does not exceed three terms The tenure of the independent directors of this session is below 6 years Maintain
All members of the board have the knowledge, skills, and expertise to perform their duties All directors meet the criteria of having professional knowledge and skills Our directors consistently exceed the Continuing Education for Directors requirements mandated by regulatory authorities. Throughout 2026, our directors continued to deepen its engagement with ESG principles, while placing a strong emphasis on information security risk management.



The Implementation Status of the Board Diversity Policy is as follows

Note: There are 0 directors under the age of 30, accounting for 0%; 4 directors are between the ages of 30 and 50, accounting for approximately 57.14%; and 3 directors are over the age of 50, accounting for approximately 42.86%.
 

Independence of Directors

 

The current board members are all compliant with the regulations stipulated in Item 3 and Item 4 of Article 26-3 of the Securities and Exchange Act. All the board members (including the 4 independent directors) do not exist a spousal relationship or a familial relationship within the second degree of kinship.
All the independent directors meet the positive and passive qualifications and independence stipulated in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
In addition to the compliance with the above-mentioned laws and regulations, the proportion of the independent directors accounts for 57.14% of all the 7 seats of directors, reflecting the independence of the board of directors of the Company.
 

Board Members

 
Title Name Gender Major Education & Experience Major Current Positions
Chairwoman Lan, Shin-Chyi Female President, Oceanlance Maritime Co., Ltd.

Vice President, Shih Wei Navigation Co., Ltd.

Bidsted & Co. A/S

Department of Merchant Bachelor Degree in Merchant Marine, National Taiwan Ocean University
President, Shih Wei Navigation Co., Ltd.
Director, CR Classification Society
Director, The Britannia Steam Ship Insurance Association Holding Limited
Member, Bureau Veritas Asia & Australia Committee Meeting 
ClassNK Member of Taiwan Committee
Chairwoman, Tse-Run
Investment Co., Ltd.
Chairwoman, Kai-Chieh
Investment Co., Ltd.
Director, Luo Pan
Investment Corp.
Director, Huo-Ta
Investment Co., Ltd.
Supervisor, Dancewood
Manor Co., Ltd.
Director, Chen- Yun
Investment Co., Ltd.
Director, Fei-Yuan
Investment Co., Ltd.
Chairwoman, The Log
Carriers Group
Foundation, Association
of Shipping Services, R.O.C.
Director, Association of Shipping Services, R.O.C.
Director Lan, Shin-Ying Female Chairwoman & CEO, Dancewoods Hotels and Resorts Co., LTD

Department of Business Administration/
Finance, University of Illinois Urbana-Champaign

EMBA in International Business Management, National Taiwan University

The degree of Bachelor of Arts, the department of Japanese Language And Literature College of Liberal Arts, National Taiwan University
Chairwoman & CEO, Dancewoods Hotels and Resorts Co., LTD
Chairwoman, Ta-Hsi
Management Consulting
Co., Ltd.
Chairwoman, Luo Pan
Investment Corp.
Director, Chen- Yun
Investment Co., Ltd.
Director, Fei-Yuan
Investment Co., Ltd.
Director, Huo-Ta
Investment Co., Ltd.
Supervisor, Kun Lun
Construction Co., Ltd.
Supervisor, Pei Lin
Investment Corp.
Supervisor, Liang Yu
Investment Corp.
Director Kuo, Chen-Yu Male Director, Sales & Marketing Department, China Television Company

Executive Assistant to President, Triad Marine Corp.

Director, Biggin Shipping Corp.

Master Degree in Finance and Marketing, University of Rochester, New York
Chairman, Vista Investment Company
Independent Director Ding, Yun-Kai Male Senior Consultant,
Ding & Ding Law Offices

LL.M., School of Law, Soochow University
Senior Consultant,
Ding & Ding Law Offices
Director, Performance Workshop Creative Culture Co., Ltd.
Chairman, Joding International Enterprise Ltd.
Independent Director Shann, Shu-Jiun Female CFO, Hoteck INC.

Director of UOB Asset Management Ltd. 

Executive Assistant to Chairman/ Deputy Spokesperson, PharmaDax Inc

Master Degree in Finance, Baruch College, The City University of New York

EMBA in Finance, National Taiwan University
CFO, Hoteck INC.
Independent Director, Danen Technology Corporation
Supervisor, Xin Cherie Co., Ltd. 
Supervisor, Topco Engineering Co., Ltd.
Director, Earendel Capital limited company 
Chairwoman, Junzanxin Investment Co., Ltd.
Independent Director, Visual Photonics Epitaxy Co., Ltd.
Independent Director Ting, Yen-Ling Female Senior Vice President, Technical Committee of TOPCO SCIENTIFIC CO., LTD.

EMBA in Information Management, National Taiwan University

Master Degree in Electrical Engineering, National Taiwan University
CTO, TOPCO SCIENTIFIC Co., Ltd.
Independent Director Chen, Ching-Jen Male Vice President, The Operating Center of Yuanta Securities Co., Ltd.

Master Degree in Business Administration, Feng Chia University
Executive Vice President, Yuanta Futures Co., Ltd.
Director, Yuanta Futures
(Hong Kong) Limited

 

Board Attendance Record

 

The attendance of the board of directors during the current term is as follows:
Current Board Term: May 28, 2026, to May 27, 2029.
Meetings held to date: 2
Director attendance as shown in the following table(data as of August 31, 2026):

Title Name Expected
Attendance Count
Actual / Frequency of
Proxy Attendance
Actual
Attendance
Rate (%)
Remark
Chairwoman Lan, Shin-Chyi 2 2/0 100
Director Lan, Shin-Ying 2 2/0 100
Director Kuo, Chen-Yu 2 2/0 100
Independent
Director
Ding, Yun-Kai 2 2/0 100
Independent
Director
Shann, Shu-Jiun 2 2/0 100
Independent
Director
Ting, Yen-Ling 2 2/0 100
Independent
Director
Chen, Ching-Jen 2 2/0 100
Note: The operations of the Company's Board of Directors are reported in accordance with applicable laws and regulations and regularly disclosed on the Market Observation Post System (MOPS).

File List

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Operations of the previous Board of Directors

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Summary of the 2025 Board Meeting Minutes

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Summary of the 2024 Board Meeting Minutes

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Summary of the 2023 Board Meeting Minutes

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Summaries of Board Meeting Minutes from Previous Years

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2025 Training Status for Board Directors

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2024 Training Status for Board Directors

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2023 Training Status for Board Directors

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Historical Training Status for Board Directors

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2025 External Evaluation of Board Performance

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2025 Internal Evaluation of Board Performance

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