ESG

Board Composition

 

To strengthen corporate governance and enhance the professionalism, diversity, and independence of the board, Martas Precision Slide Co., Ltd. implements a policy of board diversity based on the "Corporate Governance Best Practice Principles." The company is committed to building a board structure that balances professional decision-making, gender equality, and industry sensitivity.

 

1. Board Member Structure

The current board consists of 9 directors, with a term from May 29, 2024 to May 28, 2027. Among them are 4 independent directors, accounting for 44.4%, demonstrating the company's emphasis on board independence and professional oversight. There are 3 female directors (33.3%), achieving the company’s goal of "at least 1/3 female directors."

 

2. Professional Background and Diversity

Board members possess professional knowledge and practical experience covering the following diverse fields:

 • Precision manufacturing and automation industry expertise

 • Financial and tax management

 • Corporate legal affairs and governance structure

 • International marketing and brand strategy

 • ESG and sustainability practices

 • Human resources and organizational development

 

This diversity enables the board to make comprehensive strategic judgments and risk control, ensuring the company’s sound management and meeting stakeholders’ expectations.

 

3. Board Overall Competency Goals

According to corporate governance principles, Martas Precision expects the board to collectively possess the following competencies to achieve governance effectiveness and sustainable business objectives:

 • Operational judgment

 • Financial and accounting analysis

 • Business management ability

 • Crisis response and risk management

 • Precision industry expertise

 • Understanding international market trends

 • Leadership and communication skills

 • Strategic planning and decision-making

4. Board Nomination and Review System

The Company has established a Nomination Committee and adopts a candidate nomination system. All board candidates are nominated by the Nomination Committee and their qualifications are reviewed. After deliberation by the board, they are submitted to the shareholders’ meeting for election. This mechanism ensures that all candidates possess high professionalism, suitability, and professional ethics, and strengthens the balance and independence of the overall board composition.

Committees

Audit Committee

Martas Precision Slide Co., Ltd.

Composition, Duties, and Operation of the Audit Committee

To enhance corporate governance and strengthen the board’s supervisory functions, Martas Precision Slide Co., Ltd. (the “Company”) has established an Audit Committee in accordance with the Company Act and relevant laws, replacing the supervisor’s authority. The Audit Committee assists the board in fulfilling its supervisory responsibilities, ensures the quality and integrity of financial reporting, and strengthens internal controls and legal compliance.

I. Audit Committee Composition

The Audit Committee is composed of four independent directors, all of whom possess expertise in finance, accounting, law, or corporate management, enabling them to effectively perform supervisory duties. One convener is selected from among the independent directors.

II. Duties of the Audit Committee

The main duties of the Audit Committee include reviewing the following matters and providing the Board with reference opinions for decision-making:

 1. Preparation and review of company financial statements

 2. Appointment, dismissal, and compensation of certified public accountants

 3. Effectiveness and performance of the company's internal control system

 4. Review of major asset or derivative transactions

 5. Evaluation of significant lending, endorsement, or guarantee cases

 6. Examination of fundraising and issuance of securities

 7. Supervision of related-party transactions or potential conflicts of interest between managers and directors

 8. Compliance with laws and handling of significant violations

 9. Investigation and review of employee complaints and fraud cases

 10. Supervision of major risk management issues

 11. Recommendations regarding the appointment or dismissal of financial, accounting, or internal audit officers

The Audit Committee is also responsible for reviewing internal audit plans, reports, and follow-up improvements, and regularly communicates with the internal audit unit and certified public accountants.

III. Operation of the Audit Committee

The Audit Committee holds meetings regularly in accordance with the organizational procedures and may convene interim meetings when necessary. All agenda items are duly deliberated and submitted to the Board for discussion. The Committee has established direct communication mechanisms with internal audit, financial supervisors, and auditors to ensure information transparency and timely handling.

To fulfill its responsibilities, the Audit Committee is authorized, on its own initiative or with Board approval, to engage lawyers, accountants, or other professionals for assistance and to obtain necessary information and resources to maintain its independence and professionalism.

IV. Members of the Committee

Independent Director Liu Yi-Hong (Convener) (Male)

Independent Director Chen Shang-Fu (Male)

Independent Director Li Shu-Juan (Female)

Independent Director Yang Yu-Ming (Male)

Remuneration Committee

Martas Precision Slide Co., Ltd.

Remuneration Committee

In order to improve the remuneration system for the company’s directors and managers, strengthen corporate governance, and enhance the rationality and transparency of compensation decisions, the Company has established the Remuneration Committee in accordance with the "Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies Whose Stock is Listed on the Stock Exchange or Traded Over the Counter". The "Remuneration Committee Charter" is formulated for compliance.

I. Composition of the Remuneration Committee

The Committee is composed of four independent directors, with one convener elected among all independent directors. All members have professional knowledge in industry, finance, management, or law and can provide professional advice on compensation policy and structure, ensuring that the company's remuneration system meets the needs of long-term development and sustainable operation.

II. Duties of the Remuneration Committee

The main duties of this committee are as follows:

 1. Formulate and regularly review performance evaluation standards, compensation policies, systems, standards, and structures for directors and managers.

 2. Regularly evaluate and set or adjust individual remuneration for directors and managers.

 3. Consider the company’s overall operational performance, individual performance, industry standards, and future risks to ensure that the compensation system is competitive and balances incentives with stability.

 4. Other relevant matters required by law or assigned by the board of directors.

The remuneration content includes cash compensation, equity compensation, retirement benefits, other substantive benefits and their basis, and should avoid encouraging risky short-term behavior.

III. Operation of the Remuneration Committee

The Remuneration Committee holds at least two meetings a year and may hold ad hoc meetings when necessary. The committee exercises its duties in accordance with its authority and submits matters for resolution by the board of directors. Relevant procedures and contents are recorded for reference to implement integrity management and information transparency.

The committee is authorized to appoint external professional institutions or personnel as needed to provide necessary opinions to assist in the performance of its duties.

IV. Members of the Committee

Independent Director Liu Yi-Hong (Convener) (Male)

Independent Director Chen Shang-Fu (Male)

Independent Director Li Shu-Juan (Female)

Independent Director Yang Yu-Ming (Male)

Important Management Policies

•Articles of Incorporation

•Corporate Governance Best Practice Principles

•Code of Ethical Conduct

•Directors and Managers Code of Conduct

•Company Integrity Program and Conduct Guidelines

•Board Performance Evaluation Measures

•Insider Trading Prevention and Internal Information Management Regulations

•Asset Acquisition or Disposal Procedure

Enterprise Risk Management

•Internal Control System for Information Cycle

•Management Measures for Legal Compliance Matters

•Control Procedures for Non-Conformance with Contracts

•Supplier Management Procedures

•Internal Audit Control Procedures

Integrity Policy

Purpose:

Martas Precision upholds the business philosophy of "integrity, innovation, and harmony", is committed to integrity management, eliminates any form of improper benefits, and ensures the trust and sustainable relationship of all stakeholders.

Principles:

1. Prohibition of Corruption and Improper Benefits: Do not offer, promise, demand, or accept any form of bribes, kickbacks, or benefit exchanges.

2. Avoid Conflicts of Interest: Employees should avoid having direct or indirect interests with individuals or businesses related to the company’s business.

3. Honest Disclosure of Information: Financial and operational information must be true, accurate, and disclosed in accordance with regulations.

4. Protection of Company Assets and Confidentiality: Employees must properly protect company information, technology, trademarks, and trade secrets.

5. Internal Reporting Mechanism: Establish an integrity mailbox and complaint channels, encourage reporting of violations and protect whistleblowers.

Implementation:

 • Annual integrity management training

 • Employees sign the “Integrity Conduct Commitment”

 • Sustainability task force regularly reviews policy implementation

Supplier Code of Conduct

Purpose:

To ensure responsibility and sustainability in the supply chain, Martas Precision has established this Code, requiring all suppliers to comply with ethical, human rights, environmental, and quality-related standards.

Main Requirements:

 1. Legal Compliance and Business Ethics

 • Comply with local and international laws

 • Prohibit any form of bribery, fraud, or improper behavior

 2. Human Rights and Labor Protection

 • Prohibit child labor and forced labor

 • Provide a safe, equal, and non-discriminatory working environment

 • Support rights to working hours, wages, and leave

 3. Environmental Management

 • Implement waste, water resource, and air emission management

 • Give priority to environmentally friendly materials and energy-saving technologies

 • Ban the use of hazardous substances and comply with RoHS, REACH, QC080000, etc.

 4. Quality and Continuous Improvement

 • Establish a quality management system (such as ISO 9001)

 • Support customer audits, inspections, and continuous improvement plans

Implementation Mechanism:

 • Require suppliers to sign the "Supplier Code of Conduct Agreement"

 • Conduct irregular ESG questionnaires and on-site audits for suppliers

 • Reserve the right to terminate cooperation with violators

Martas Precision Supplier Code of Conduct Commitment

To fulfill corporate social responsibility and sustainable supply chain management, and protect human rights, environmental protection, and integrity management principles, the company requires all suppliers to comply with the following code of conduct and sign this commitment to express recognition and cooperation:

I. Laws and Business Ethics

1. Comply with all applicable laws, regulations, and international standards.

2. Prohibit bribery, corruption, and improper benefits.

II. Labor and Human Rights

1. Prohibit the use of child labor, forced labor, or slavery.

2. Provide an equal and non-discriminatory working environment.

3. Respect employees' rights of association and negotiation.

III. Environmental Management

1. Cooperate in hazardous substance management policies (such as RoHS, REACH, etc.).

2. Implement waste disposal, energy saving, and pollution prevention measures.

3. Promote green procurement and recyclable design of materials.

IV. Quality and Risk Control

1. Establish a quality management system and continuous improvement (such as ISO 9001).

2. Accept audits and reviews conducted by Martas Precision or third parties.

V. Commitment and Implementation

1. The company may require suppliers to provide self-assessment questionnaires, audit data, or site visits as appropriate.

2. If the supplier has a major violation, Martas Precision has the right to terminate the cooperation relationship.

I (or our company) fully understand and undertake to comply with the above Supplier Code of Conduct, and ensure that all our colleagues implement in accordance with this Code, jointly building a responsible supply chain with Martas Precision.

 

Supplier Name: ______________________________

Responsible Person Signature: ______________________________

Contact Number: ______________________________

Email: ______________________________

Date: ________ Year ________ Month ________ Day