Investor relationship
Corporate Governance
MARS upholds operational transparency and pays attention to shareholders and social rights. At the same time, we believe that corporate governance must be established on a sound and complete board of directors and various audit and remuneration committees, which are responsible for assisting company operations and performing supervision.
Company organization chart
Board of Directors' Responsibilities and Authority
The Board of Directors of this company shall guide corporate strategy, oversee management, and be accountable to the company and its shareholders. The company’s governance practices and arrangements shall ensure that the Board of Directors exercises its authority in accordance with laws, regulations, the company’s articles of incorporation, or resolutions passed by the shareholders’ meeting.
Board of Directors
| Name | Position | Experience | Committee | Functional Committee |
|---|---|---|---|---|
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LU,HUI-PING |
Chairman |
Department of Industrial Engineering, CYCU Manager of Novatek |
General manager of MARS |
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HO,TSUNG-MING |
Director |
Institute of Electrical Engineering, CCU Manager of Novatek |
Deputy General Manager of MARS |
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XU,JIA-SHUO (Hsiang Fa Co., Ltd. Legal Representative) |
Director |
Ph.D. in Biomedical Electronics and Bioinformatics, National Taiwan University Deputy Director of Investments at MediaTek Inc. |
MediaTek Capital Partner Vanchip (Tianjin) Technology Co., Ltd. Director |
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|
LIN,ZHI-LONG (Legal Representative of Superme Electronics Co., Ltd.) |
Director |
Department of Telecommunications, NCTU Business Manager of SKYWORKS |
Chairman's Special Assistant of Supreme |
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|
YANG,CIAN |
Independent Director |
Ph.D. of Computer Science, UW
Adjunct Professor of NCTU |
Director of CHIA CHANG Co., Ltd. Independent Director of AG Neovo Compensation Committee |
Compensation Committee Audit Committee |
|
PENG,HSIU-MING |
Independent Director |
Master of Management School, NCTU CEO of CHAMPION |
Director of GoMax Electronics, Inc. |
Compensation Committee Audit Committee |
|
CHANG,YU-LI |
Independent Director |
Clemson University,
Ph.D. in Physics
Cadence Design System Inc. GM Taiwan |
Chairman of CHIPPING TECHNOLOGY CORP. Chairman of LI HUA ELECTRIC INSULATOR Co., Ltd. Independent Director of RDC Semicinductor Co., Ltd. |
Compensation Committee Audit Committee |
Diversity Policy and Implementation Status of the Board of Directors
The company has established diversity guidelines in its “Corporate Governance Code” and “Director Election Procedures.” The current composition of the Board of Directors includes: employee directors representing 29%, independent directors representing 43%, and female directors representing 14%. The age range of the directors spans from 50 to 70 years old. All board members are from Taiwan and come from diverse professional backgrounds, including academia, technical fields, industry expertise, financial and accounting expertise, and management professionals. The board demonstrates diversity in professional qualifications and experience, gender composition, and age distribution.
The composition of the Board of Directors should consider diversity. In addition to ensuring that directors who also serve as company managers do not exceed one-third of the total board seats, the company should formulate appropriate diversity policies based on its operations, business model, and development needs. These policies should include, but are not limited to, the following two major aspects:
1.Basic Conditions and Values: Gender, age, nationality, and culture, among others. The ratio of female directors should ideally reach one-third of the total board seats.
2.Professional Knowledge and Skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.
Board members should generally possess the necessary knowledge, skills, and qualities to perform their duties effectively. To achieve the ideal goals of corporate governance, the Board of Directors as a whole should possess the following competencies:
1.Operational judgment capabilities.
2.Accounting and financial analysis capabilities.
3.Business management capabilities.
4.Crisis management capabilities.
5.Industry knowledge.
6.International market perspective.
7.Leadership abilities.
8.Decision-making abilities.
Performance evaluation of the board of directors and functional committees
To implement corporate governance and enhance the functionality of our company’s board of directors, we have established performance goals to strengthen board operations. On March 29, 2022, our board of directors approved the “Board Performance Evaluation Measures”. The evaluation includes the overall board, individual board members, and functional committees, and it is stipulated that an external evaluation should be conducted at least once every three years.
The performance evaluation results for the board, individual board members, and functional committees in 2022 were above the standard (91.5 points) and reported to the board of directors on March 29, 2023.
In 2023, the results were above the standard (93.75 points) and reported to the board of directors on March 6, 2024.
In 2024, the performance evaluation results for the board, individual board members, and functional committees were above the standard (97.25 points), along with the triennial external performance evaluation results, and reported to the board of directors on December 19, 2024.
External Performance Evaluation Report for the Board of Directors, Functional Committees, and Board Members for the Year 2024:In the fourth quarter of 2024, the company commissioned “Chainye Accounting Firm.” to conduct an external performance evaluation of the Board of Directors. The results were reported to the 17th meeting of the 9th Board of Directors on December 19, 2024.
1.Evaluation Team Members:Lin Bi-Jia, Certified Public Accountant at Chainye Accounting Firm., Ni Pei-Ling, Senior Associate at Chainye Management Consulting Co., Ltd., Zhan Wan-Rou, Deputy Manager of the Business Division at Chainye Accounting Firm.
2.Independence Declaration:
(1) The team experts and their spouses or dependents do not have:
i. Direct or indirect significant financial interests with the company.
ii. Business relationships with the company or its directors that could affect independence.
iii. Ownership of more than 10% of the company’s issued shares, either directly or indirectly.
(2) The team experts have no spousal, lineal, or collateral relationships within the second degree of kinship with the company’s directors or managers.
(3) The team experts and their spouses do not hold positions as directors of the company or any other roles that could directly and significantly influence the evaluation results.
3.Evaluation Method: Video interviews.
4.Evaluation Dimensions: Board composition, level of involvement in company operations, enhancement of Board decision-making quality, internal controls, functional committee operations, and corporate sustainability.
5.Overall Evaluation Summary:
*The company’s Board of Directors consists of seven members: four general directors and three independent directors, including one female director. The selection of directors emphasizes industry experience and professional expertise. The three independent directors possess extensive experience in semiconductor-related industries, academic research, and financial management, aligning with the diversified composition required for the company’s operational development.
*The company provides complete meeting materials to the Board and functional committees in advance. Given that each director holds multiple roles, the Corporate Governance Officer could better assist directors in fulfilling their duties by planning the Board and functional committee meeting schedules at the beginning of the year. The Chairman respects the expertise of each director and consults them on significant business development proposals before meetings. The Board maintains an open atmosphere, allowing each director to contribute their expertise and express opinions, effectively fulfilling their supervisory and guiding roles and fostering a positive meeting culture.
*The company continues to promote sustainable development, planning social care and public welfare activities, environmental protection, employee welfare, and systems. It has established work rules, ethical business procedures, and behavioral guidelines in accordance with the law. The company also implements a whistleblowing, complaint, and protection system to encourage and safeguard the reporting of corporate misconduct.
*It is recommended to periodically arrange for department heads to report on specific cybersecurity and risk issues at Board meetings to enable directors to stay updated on operational risks.
*Conclusion: The company’s Board of Directors has established relevant policies and procedures for Board operations in accordance with applicable laws and domestic corporate governance standards. The Board is composed of directors with relevant professional capabilities, and responsibilities are allocated based on their diverse expertise and experience. The functions of the Board and its functional committees are effectively operational, and the evaluation results are excellent.
Please refer to the attached file below for the performance evaluation details and results:
| Year | Evaluation Content |
|---|---|
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113 |
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112 |
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111 |
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110 |
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Responsibilities of the Audit Committee
The Audit Committee is composed of all independent directors. The responsibilities of the Committee are as follows:
1.Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2.Evaluate the effectiveness of the internal control system.
3.Establish or amend the procedures for handling significant financial and business activities such as the acquisition or disposal of assets, derivative transactions, loans to others, endorsements, or guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
4.Matters involving the personal interests of directors.
5.Major transactions of assets or derivative products.
6.Major loans, endorsements, or guarantees.
7.Raising, issuing, or privately placing equity-type securities.
8.Appointment, dismissal, or remuneration of certified public accountants.
9.Appointment or dismissal of financial, accounting, or internal audit executives.
10.Annual financial reports signed or sealed by the chairman, managers, or chief accountant, and the second quarter financial report subject to CPA auditing and attestation.
11.Other significant matters required by the company or the competent authorities.
Operation of the Audit Committee
1. There are 3 members of the audit committee of the company.
2. Term of the Current Committee:From June 30, 2022 to June 29, 2025.The attendance of the committee members is as follows:
| Position | Name | Attend | Delegate to attend | Attend % | 【B/A】 | Remark |
|---|---|---|---|---|---|---|
| Convener | PENG,HSIU-MING | 7 | 0 | 100% | Re-election | |
| Audit Committee | YANG,CIAN | 7 | 0 | 100% | Re-election | |
| Audit Committee | CHANG,YU-LI | 7 | 0 | 100% | Re-election | |
| Convener | PENG,HSIU-MING | 5 | 0 | 100% | Re-election | |
| Audit Committee | YANG,CIAN | 5 | 0 | 100% | Re-election | |
| Audit Committee | CHANG,YU-LI | 5 | 0 | 100% | Re-election | |
| Convener | PENG,HSIU-MING | 6 | 0 | 100% | Re-election | |
| Audit Committee | YANG,CIAN | 6 | 0 | 100% | Re-election | |
| Audit Committee | CHANG,YU-LI | 6 | 0 | 100% | Re-election |
3. Audit Committee Meeting:
| Date | Meeting | Proposal Content | All independent directors ’ opinions |
|---|---|---|---|
| 2022.03.02 | Meeting 10, Term 1 | Approved:
|
No independent director has issued an objection or reservation. |
| 2022.03.29 | Meeting 11, Term 1 | Approved:
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No independent director has issued an objection or reservation. |
| 2022.06.21 | Meeting 12, Term 1 | Approved:
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No independent director has issued an objection or reservation. |
| 2022.08.03 | Meeting 1, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2022.11.04 | Meeting 2, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2022.11.11 | Meeting 3, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2022.12.21 | Meeting 4, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2023.03.29 | Meeting 5, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2023.05.10 | Meeting 6, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2023.08.08 | Meeting 7, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2023.11.10 | Meeting 8, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2023.12.26 | Meeting 9, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.03.06 | Meeting 10, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.05.10 | Meeting 11, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.08.08 | Meeting 12, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.10.30 | Meeting 13, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.11.07 | Meeting 14, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
| 2024.12.19 | Meeting 15, Term 2 | Approved:
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No independent director has issued an objection or reservation. |
Responsibilities of the Compensation Committee
The members of our company’s Compensation Committee are composed entirely of independent directors. This committee is required to perform the following duties with the care of a good manager and faithfully submit its recommendations to the Board of Directors for discussion:
1.Regularly review the organizational regulations of the Compensation Committee and propose amendments.
2.Establish and periodically review the company’s policies, systems, standards, and structures for the annual and long-term performance goals and compensation of directors and managers.
3.Regularly evaluate the achievement of the performance goals of the company’s directors and managers, and set their individual compensation content and amounts.
Operation of the Salary and Compensation Committee
1. There are 3 members of the salary committee of the company.
2. Current Term of Office for Committee Members: June 30, 2022 to June 29, 2025. Attendance of Compensation Committee Members in the Most Recent Year (2024):
| Position | Name | Attend | Delegate to attend | Attend % | 【B/A】 | Remark |
|---|---|---|---|---|---|---|
| Convener | YANG,CIAN | 4 | 0 | 100% | Re-election | |
| Committee member | PENG,HSIU-MING | 4 | 0 | 100% | Re-election | |
| Committee member | CHANG,YU-LI | 4 | 0 | 100% | Re-election | |
| Convener | CHANG,YU-LI | 3 | 0 | 100% | Re-election | |
| Committee member | YANG,CIAN | 3 | 0 | 100% | Re-election | |
| Committee member | PENG,HSIU-MING | 3 | 0 | 100% | Re-election | |
| Convener | CHANG,YU-LI | 2 | 0 | 100% | Re-election | |
| Committee member | YANG,CIAN | 2 | 0 | 100% | Re-election | |
| Committee member | PENG,HSIU-MING | 2 | 0 | 100% | Re-election |
3.Compensation Committee Meeting:
| Date | Meeting | Proposal Content | All Opinions of the Compensation Committee Members and the Company’s Responses to Those Opinions |
|---|---|---|---|
| 2022.03.02 | Meeting 6, Term 1 | Approved:
|
No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2022.03.29 | Meeting 7, Term 1 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2022.11.04 | Meeting 1, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2022.11.11 | Meeting 2, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2023.03.29 | Meeting 3, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2023.05.10 | Meeting 4, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2023.11.10 | Meeting 5, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2024.03.06 | Meeting 6, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
| 2024.08.08 | Meeting 7, Term 2 | Approved:
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No Compensation Committee members have expressed dissenting or reserved opinions. |
Independent directors and internal communication
The independent directors of the company communicate with the internal audit supervisor through meetings, telephone calls or e-mails through the quarterly audit committee to discuss the company’s audit-related business, audit reports, problems found, and tracking improvements.
| Date | Meeting | Proposal Content | Suggestions from Independent Directors and Company Responses |
|---|---|---|---|
| 2022.03.02 | Meeting 10, Term 1 |
|
Independent directors have no recommendations |
| 2022.06.21 | Meeting 12, Term 1 |
|
Independent directors have no recommendations |
| 2022.08.03 | Meeting 1, Term 2 |
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Independent directors have no recommendations |
| 2022.12.21 | Meeting 4, Term 2 |
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Independent directors have no recommendations |
| 2023.03.29 | Meeting 5, Term 2 |
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Independent directors have no recommendations |
| 2023.05.10 | Meeting 6, Term 2 |
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Independent directors have no recommendations |
| 2023.08.08 | Meeting 7, Term 2 |
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Independent directors have no recommendations |
| 2023.11.10 | Meeting 8, Term 2 |
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Independent directors have no recommendations |
| 2023.12.26 | Meeting 9, Term 2 |
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Independent directors have no recommendations |
| 2024.03.06 | Meeting 10, Term 2 |
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Independent directors have no recommendations |
| 2024.05.10 | Meeting 11, Term 2 |
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Independent directors have no recommendations |
| 2024.08.08 | Meeting 12, Term 2 |
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Independent directors have no recommendations |
| 2024.10.30 | Meeting 13, Term 2 |
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Independent directors have no recommendations |
| 2024.11.07 | Meeting 14, Term 2 |
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Independent directors have no recommendations |
| 2024.12.19 | Meeting 15, Term 2 |
|
Independent directors have no recommendations |
Summary of the communication between independent directors and certified accountants
| Date | Meeting | Proposal Content | Suggestions from Independent Directors and Company Responses |
|---|---|---|---|
| 2022.03.02 | Meeting 10, Term 1 |
|
Independent directors have no recommendations |
| 2022.06.21 | Meeting 12, Term 1 |
|
Independent directors have no recommendations |
| 2022.08.03 | Meeting 1, Term 2 |
|
Independent directors have no recommendations |
| 2022.11.11 | Meeting 3, Term 2 |
|
Independent directors have no recommendations |
| 2023.03.29 | Meeting 5, Term 2 |
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Independent directors have no recommendations |
| 2023.05.10 | Meeting 6, Term 2 |
|
Independent directors have no recommendations |
| 2023.05.10 | Meeting 6, Term 2 |
|
Independent directors have no recommendations |
| 2023.11.10 | Meeting 8, Term 2 |
|
Independent directors have no recommendations |
| 2024.03.06 | Meeting 10, Term 2 |
|
Independent directors have no recommendations |
| 2024.05.10 | Meeting 11, Term 2 |
|
Independent directors have no recommendations |
| 2024.08.08 | Meeting 12, Term 2 |
|
Independent directors have no recommendations |
| 2024.11.07 | Meeting 14, Term 2 |
|
Independent directors have no recommendations |
Internal audit responsibilities
Perform internal audit, risk assessment, and internal control system regulation and implementation. Provide management authorities with improvement suggestions and other matters.
| Related files | Download |
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Human Rights Policy |
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Procedures for Preparing and Assuring Sustainability Reports |
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Operational Guidelines for Managing Sustainability Information |
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Procedures for Reporting and Handling Sexual Harassment Prevention |
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Operational Guidelines for Group Enterprises, Specific Companies, and Related Party Transactions |
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Prevent internal transaction management and internal major information processing operating procedures |
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Regulations for the Performance Evaluation of the Board of Directors |
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Rules of Procedure for Board Meetings |
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Organizational Regulations for the Audit Committee |
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Supplier Management Procedures |
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Operating Procedures and Code of Conduct for Integrity Management |
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Regulations Governing Director Elections |
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Rules of Procedure of Shareholders' Meeting |
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Articles of Association |
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Code of Ethical Conduct |
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Organizational Rules of Salary and Compensation Committee |
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Practical Guidelines for Sustainable Development |
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Guidelines for Ethical Business Management |
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Corporate Governance Guidelines |
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Measures for Preventing Insider Trading and Ethical Business Management Policies
1.The company has established the “Procedures for Preventing Insider Trading and Handling Material Internal Information” and the “Operating Procedures and Code of Conduct for Integrity Management” as internal regulations to prohibit insider trading and enforce ethical business management policies.
2.According to these regulations, directors are prohibited from trading the company’s stock during the 30 days prior to the announcement of the annual financial report and the 15 days prior to the announcement of each quarterly financial report.
3.The company conducts at least one internal and external promotion of the prevention of insider trading and ethical business management policies each year. The relevant promotions were completed by December 23, 2024, with a total of 72 participants.
List of Top 10 Shareholders
Book Closure Date: April 16, 2024; Unit: Shares, %
| Name | Total Shares Owned | Holding Percentage |
|---|---|---|
|
Qianfeng Investment Co., Ltd. |
2,409,615 |
8.3% |
|
Qianfeng Investment Co., Ltd. Responsible Person: Gao Lijian |
1,252,355 |
4.32% |
|
Tang Wenqiao Investment Co., Ltd. |
2,391,332 |
8.24% |
|
Tang Wenqiao Investment Co., Ltd. Responsible Person: Lu Huiping |
1,246,925 |
4.3% |
|
Xiangfa Investment Co., Ltd. |
2,103,982 |
7.25% |
|
Xiangfa Investment Co., Ltd. Responsible Person: Gu Dawei |
- |
- |
|
Superme Electronics Co., Ltd. |
1,973,648 |
6.8% |
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Superme Electronics Co., Ltd. Responsible Person: Ge Jun |
226,579 |
0.78% |
|
Gao Lijian |
1,252,355 |
4.32% |
|
LU,HUI-PING |
1,246,925 |
4.3% |
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Metc Co. Limited |
723,005 |
2.49% |
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Metc Co. Limited Director: Xiao Yong Song |
- |
- |
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Lu Zhongtang |
714,943 |
2.46% |
|
Lu Weichen |
640,513 |
2.21% |
|
Lu Zhongqiao. |
555,048 |
1.91% |
Shenzhen Office
深圳市龍華區民治街道梅龍路光浩國際中心A座14-F