EDT has set up the policy of diversified members of the Board under Article 20 of the “Corporate Governance Practice Principles”, including considerations of the basic condition and value of the members of the Board (e.g. gender, age, nationality, and culture) and the professional knowledge and skills (e.g. law, accounting, industry, finance, marketing, or technology). Also, the Board shall possess the ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead, ability to make policy decisions, and so on. In accordance with the provisions of the Articles of Incorporation and considering the aforementioned diversity policy, EDT’s Board of Directors shall review the academic qualifications, professional ability, integrity, independence, etc. of each director candidate, and propose an appropriate list of director candidates, which will be then submitted to the Shareholders’ Meeting for election. This expects to strengthen the corporate governance and promote the sound development of composition and structure of the Board of Directors.

Of nine directors in EDT’s 11th session of Board of Directors, Ray Tseng and Pauli Wang have served as chairman and general manager to lead the development of EDT for a long period of time, and are fully equipped with operational judgment, management, industry knowledge, international market outlook, and leadership decision-making skills, etc. Director Jimmy Yu has also been in charge of our Global Business Development Dept. for many years, not only has an international market view, but also has a solid understanding of product marketing and industrial development. Sandy Huang and Frank Xie, two representatives of corporate directors, are our current and former Financial Executives, respectively. The latter also serves as the Corporate Governance Officer. Both of them have high accounting and financial analysis capabilities, crisis management, and leadership decision-making capabilities. Director Dolly Xie also has the financial accounting profession required for EDT’s business. Among the three independent directors, Whitney Huang is currently the partner of Legence Accounting Firm, and also worked as a financial consultant in the past. Hung-Hsun Ting has been the presiding officer of an accounting firm for many years and is also an independent director of a number of listed companies. Both of them have considerable accounting and financial analysis capabilities, business management and leadership, and decision-making capabilities. Independent Director Jerry Li is a Ph.D of MBA, and served as Chair of the Business Management Dept. and Director of the Institute of Business Management of Cheng Shiu University. He is currently a full-time professor of Business Management Dept. (Institute), and has rich experiences in business management and leadership decision-making.

At present, the Board of Directors consists of 9 members, including 6 directors and 3 independent directors. There are 4 directors (including representatives of corporate directors) with employee status, accounting for 44%, and 3 independent directors accounting for 33%, of which 1 independent director has a tenure of less than 3 years, 1 independent director has a tenure of 3 to 6 years, and 1 independent director has a tenure of 9 to 12 years. 33% of the directors are women (including representatives of corporate directors), and 1 of them is an independent director. The average age of the directors is about 59 years old, and they are in the prime of life.

We pay attention to corporate governance and gender equality in the composition of the Board of Directors, aiming for 30% of the seats of female directors and more than half of the independent directors serving less than 3 terms (9 years) to improve the structure of the Board of Directors. In the 11th session of the Board of Directors, there are 3 female directors (including representatives of corporate directors), accounting for 33%, and only 1 independent director has served more than 3 terms (9 years), so the set target has been achieved.

The composition of members of the Board of Directors is listed as below:

Communication Between the Independent Directors and the Chief Internal Audit Officer and the CPAs in Year 2024

2023 evaluation of the Board’s performance was completed in the beginning of 2024, and its result was proposed at the Board meeting on March 7, 2024. The measurement items and evaluation result are listed as below:

Succession Planning for the Board Members

EDT’s directors are nominated by candidates, and each term is three years. The appointment of directors, unless otherwise stipulated by laws or regulations, shall be carried out in accordance with our “Procedures for Election of Directors”. The selection process of director candidates must comply with the qualification review and relevant regulations, and have the ability of operational judgment, accounting and financial analysis, operation and management, crisis management, industry knowledge, international market perspective, leadership, decision-making, etc., so as to ensure that when there is a vacancy in the number of directors or the planning of an increase, suitable new director candidates can be effectively identified and selected to provide EDT with a board of directors that meets the practical needs and diversity policies.

To strengthen the effectiveness of directors’ functions, training courses are arranged as needed to enhance directors’ professional capabilities, taking into account changes in internal and external environmental conditions and development needs. Furthermore, according to the “Evaluation Regulations of the Board’s Performance”, the overall and individual performance of directors is evaluated each year, and the performance evaluation results serve as a reference for future director reappointment or nomination.

Currently, there are a total of 9 directors in EDT, including 3 independent directors, all of whom have the necessary management expertise in business, finance, accounting, or corporate operations. The composition and member experience background of the Board of Directors will continue with the current structure in the future. There are multiple high-level management talents within EDT, allowing us to have a plentiful talent pool to meet the needs of future director succession. As for independent directors, they shall be independent and meet the necessary work experience required for business, legal, finance, accounting, or corporate operations. There is no shortage of such professionals in the domestic market. We plan to focus on professionals familiar with our industry from the government, academia, and industry.

Succession Planning for Senior Management

EDT’s important management personnel are at the level of assistant manager and above, totaling 17 individuals (13 males and 4 females), covering various departments in the company. They have clear job responsibilities and, in addition to their excellent job performance, possess personal traits such as integrity, commitment, and innovative thinking, which are in line with EDT’s core values. We conduct an annual performance assessment of all employees in terms of leadership, teamwork, innovation, and cooperation, with outstanding performers being identified for active cultivation. We also encourage mid-level and above management to pursue on-the-Job training or participate in educational training provided by external organizations to enhance their overall capabilities. Additionally, based on our future development and investment plans, key talents from various departments participate in cross-departmental cooperative training and important management personnel undergo job rotations as needed to cultivate the ability of successors in various aspects, facilitating the smooth implementation of EDT’s succession plan and achieving our vision.

EDT is coordinated by the Administration Department to cultivate talents. The important management (including the chairman and general manager) plan the successor candidates at least 2 years before the retirement, carry out appropriate job transfers according to the candidates’ expertise and development ability, expand their professional fields in the on-the-job training, and cultivate all-round talents to implement the succession plan. In order to deepen the management’s corporate governance and industry knowledge and other related functions, courses are arranged to include leadership management, sustainable development, digital transformation, prevention of insider trading, etc., so as to cultivate their operational and decision-making capabilities. In 2023, a total of 17 people were trained for a total of 187 hours, with an average of 11 hours of training.

Linking the Incentive System to Sustainable Performance

In order to motivate senior managers, reward the professional performance of talents, and make all employees pay attention to long-term comprehensive performance and achieve the goal of sustainable management, from 2024, the salary and remuneration of the president, CEO and the top executive of the responsibility unit were linked to the performance evaluation results of relevant indicators in the six aspects of sustainable development (corporate governance, labor relations, R&D and innovation, partner relations, environmental protection, and social care).