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. Under this principle, MARS established various committees and properly announced our company\u2019s articles of association.<\/p>\n
Board of Directors’ Responsibilities and Authority<\/h3>\n
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.<\/p>\n
\n\t\t\t\t\t\t\t\t\t\t\t\tPh.D. in Biomedical Electronics and Bioinformatics, National Taiwan University Deputy Director of Investments at MediaTek Inc.\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n
\n\t\t\t\t\t\t\t\t\t\t\t\tMediaTek Capital Partner \nVanchip (Tianjin) Technology Co., Ltd. Director\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n
\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n<\/tr>\n
\n
\n\t\t\t\t\t\t\t\t\t\t\t\tLIN,ZHI-LONG \n(Legal Representative of Superme Electronics Co., Ltd.)\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n
\n\t\t\t\t\t\t\t\t\t\t\t\tClemson University Ph.D. in Physics Cadence Design Systems Inc. GM Taiwan\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n
\n\t\t\t\t\t\t\t\t\t\t\t\tChairman of CHIPPING TECHNOLOGY CORP. Chairman of LI HUA ELECTRIC INSULATOR Co., Ltd. Independent Director of RDC Semicinductor Co., Ltd.\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n
Diversity Policy and Implementation Status of the Board of Directors<\/h3>\n
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.<\/p>\n
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:<\/p>\n
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.<\/p>\n
2.Professional Knowledge and Skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.<\/p>\n
\u00a0<\/p>\n
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:<\/p>\n
1.Operational judgment capabilities.<\/p>\n
2.Accounting and financial analysis capabilities.<\/p>\n
3.Business management capabilities.<\/p>\n
4.Crisis management capabilities.<\/p>\n
5.Industry knowledge.<\/p>\n
6.International market perspective.<\/p>\n
7.Leadership abilities.<\/p>\n
8.Decision-making abilities.<\/p>\n
Performance evaluation of the board of directors and functional committees<\/h3>\n
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.<\/p>\n
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. <\/p>\n
In 2023, the results were above the standard (93.75 points) and reported to the board of directors on March 6, 2024. <\/p>\n
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.<\/p>\n
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.<\/p>\n
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.<\/p>\n
2.Independence Declaration:<\/p>\n
(1) The team experts and their spouses or dependents do not have:<\/p>\n
i. Direct or indirect significant financial interests with the company.<\/p>\n
ii. Business relationships with the company or its directors that could affect independence.<\/p>\n
iii. Ownership of more than 10% of the company’s issued shares, either directly or indirectly.<\/p>\n
(2) The team experts have no spousal, lineal, or collateral relationships within the second degree of kinship with the company’s directors or managers.<\/p>\n
(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.<\/p>\n
3.Evaluation Method: Video interviews.<\/p>\n
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.<\/p>\n
5.Overall Evaluation Summary:<\/p>\n
*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.<\/p>\n
*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.<\/p>\n
*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.<\/p>\n
*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.<\/p>\n
*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.<\/p>\n
<\/p>\n
Please refer to the attached file below for the performance evaluation details and results:<\/p>\n
![\"\"](\"http:\/\/www.mars-semi.com.tw\/wp-content\/uploads\/2021\/07\/1627438164145.jpg\")
\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/p>\n![\"\"](\"http:\/\/www.mars-semi.com.tw\/wp-content\/uploads\/2021\/06\/file.png\")
<\/a>\n\t\t\t\t\t\t\t\t\t\t\t<\/td>\n<\/tr>\n