Functional Committees

EDT / Corporate Governance / Functional Committees

Compensation Committee

In accordance with Article 7 of “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” and our “Organizational Regulations of the Compensation Committee”, the Compensation Committee shall prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers. The responsibility of the Compensation Committee is to evaluate the payment policies and systems of EDT’s directors and managerial officers in a professional and objective position, hold the meeting at least twice a year, and submit the approved motion to the Board of Directors for discussion.

Compensation Committee

Compensation Committee

In accordance with Article 7 of “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” and our “Organizational Regulations of the Compensation Committee”, the Compensation Committee shall prescribe and periodically review the performance review and remuneration policy, system, standards, and structure for directors, supervisors and managerial officers. The responsibility of the Compensation Committee is to evaluate the payment policies and systems of EDT’s directors and managerial officers in a professional and objective position, hold the meeting at least twice a year, and submit the approved motion to the Board of Directors for discussion.

Member Composition

The members of the Compensation Committee are appointed by the Board of Directors, currently composed of 2 independent directors and 1 external professional. The term of office of the 6th Compensation Committee is from June 13, 2024 to June 12, 2027 (the same as the term of the 11th session of the Board of Directors), and the members are as follows: 

身份別姓名專業資格與經驗
PositionMember NameProfessional Qualifications and Experience
ConvenerJerry Li
（Independent Director）		Once served as Chair of Business Administration Dept. and Director of the Institute of Business Management of Cheng Shiu University. Concurrently a full-time professor of Business Administration Dept. (Institute) of Cheng Shiu University, and has more than five years of experience in operation management.
Committee memberWhitney Huang
（Independent Director）		Once worked at DBS Bank, Ta Chong Bank, KPMG, Deloitte. Concurrently the partner of Legence Accounting Firm, and has more than five years of experience in financial accounting and operation management.
Committee memberKuang-Te HungOnce worked at Calderys Taiwan Co., Ltd. as factory manager and manager of export dept. more than 15 years, and has experience required for our business.

Attendance at Meetings

薪資報酬委員會召集人委員委員
Compensation CommitteeConvenerCommittee memberCommittee member
Compensation CommitteeJerry LiWhitney HuangKuang-Te Hung
March 9, 2023
6th of 5th session		Ｖ Ｖ Ｖ
August 3, 2023
7th of 5th session		Ｖ Ｖ Ｖ
November 2, 2023
8th of 5th session		Ｖ Ｖ Ｖ
March 7, 2024
9th of 5th session 		Ｖ Ｖ Ｖ
April 30, 2024
10th of 5th session 		ＶＶＶ

（Ｖ：Attended in person、＃：Attended by proxy、Ｘ：Take leave）

Information about Reviewing and Evaluating EDT’s Remuneration

薪資報酬委員會議案內容決議結果公司對薪酬委員意見之處理
The dates of the meetings and sessionsContents of motionResolutionsEDT’s responses to the Compensation Committee
March 9, 2023
6th of 5th session
  • To discuss the distribution of 2022 employees’ compensation and remuneration for directors.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present.
March 9, 2023
6th of 5th session
  • To discuss remuneration adjustments of 2023 for the Chairman and managerial officers.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present excluding 4 directors avoiding of motions in conflict of interest.
August 3, 2023
7th of 5th session
  • To discuss the distribution details of 2022 employees’ compensation and remuneration for directors.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present.
November 2, 2023
8th of 5th session
  • To review all remunerations of 2024 for directors and managerial officers.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present excluding 4 directors avoiding of motions in conflict of interest.
November 2, 2023
8th of 5th session
  • To discuss year-end remunerations and bonuses to the Chairman and managerial officers for 2023.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present excluding 4 directors avoiding of motions in conflict of interest.
March 7, 2024
9th of 5th session
  • To discuss the distribution of 2023 employees’ compensation and remuneration for directors.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
March 7, 2024
9th of 5th session
  • To discuss remuneration adjustments of 2024 for the Chairman and managerial officers.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present excluding 4 directors avoiding of motions in conflict of interest.
April 30, 2024
10th of 5th session
  • To discuss the distribution details of 2023 employees’ compensation and remuneration for directors.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present.
April 30, 2024
10th of 5th session
  • To review all remunerations of 2024 for directors and managerial officers.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present excluding 5 directors avoiding of motions in conflict of interest.

Audit Committee

In accordance with “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” and our “Organizational Regulations of the Audit Committee”, the main purpose of the Audit Committee is to supervise the following matters：

 

  • Fair representation of the company’s financial statements.
  • Election (dismissal) and evaluating independence and performance of CPAs.
  • Effective implementation of the company’s internal controls.
  • The company complies with relevant laws and regulations.
  • Management and control of existing or potential risks of the company.

Audit Committee

In accordance with “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” and our “Organizational Regulations of the Audit Committee”, the main purpose of the Audit Committee is to supervise the following matters：

 

  • Fair representation of the company’s financial statements.
  • Election (dismissal) and evaluating independence and performance of CPAs.
  • Effective implementation of the company’s internal controls.
  • The company complies with relevant laws and regulations.
  • Management and control of existing or potential risks of the company.

EDT has established the Audit Committee on July 26, 2021. The committee is currently composed of 3 independent directors, and held a meeting at least once a quarter. The term of office of the 2nd Audit Committee is from June 13, 2024 to June 12, 2027 (the same as the term of the 11th session of the Board of Directors), and the members are as follows:

身份別姓名專業資格與經驗
PositionMember NameProfessional Qualifications and Experience
ConvenerWhitney Huang
  • Master of Accounting at NCCU in Taiwan.
  • Once worked at DBS Bank, Ta Chong Bank, KPMG, Deloitte. Concurrently the partner of Legence Accounting Firm, and has more than five years of experience in financial accounting and operation management.
Committee memberJerry Li
  • Ph.D. of MBA at NCKU in Taiwan.
  • Once served as Chair of Business Administration Dept. and Director of the Institute of Business Management of Cheng Shiu University. Concurrently a full-time professor of Business Administration Dept. (Institute) of Cheng Shiu University, and has more than five years of experience in operation management.
Committee memberHung-Hsun Ting
  • Bachelor of Accounting at CCU in Taiwan.
  • Once served as partnership accountant of Baker Tilly Clock & CO. Concurrently the director & accountant of Kensei Accounting Firm, independent director of CyberTAN Technology, Inc. & M-Power Information Co., Ltd. & ShunSin Technology Holdings Limited and director of CEN LINK Co., Ltd., and has more than five years of experience in financial accounting and operation management.

Attendance at Meetings

會議日期召集人委員委員委員
Audit CommitteeConvenerCommittee memberCommittee memberCommittee member
Audit CommitteeWhitney HuangJerry LiEric Huang Hung-Hsun Ting
March 9, 2023
7th of 1st session		ＶＶＶ
May 5, 2023
8th of 1st session		Ｖ Ｖ Ｖ
August 3, 2023
9th of 1st session		Ｖ Ｖ Ｖ
November 2, 2023
10th of 1st session		Ｖ Ｖ Ｖ
March 7, 2024
11th of 1st session		Ｖ Ｖ Ｖ
April 30, 2024
12th of 1st session		Ｖ Ｖ Ｖ
August 6, 2024
1st of 2nd session		Ｖ #Ｖ

（Ｖ：Attended in person、＃：Attended by proxy、Ｘ：Take leave）

Key Points of the Meetings

In 2024, the Audit Committee held four meetings and mainly discussed the following matters：

 

  • Adoption or amendment of an internal control system.
  • Assessment of the effectiveness of the internal control system.
  • Adoption or amendment of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
  • A matter bearing on the personal interest of a director.
  • A material asset or derivatives transaction.
  • A material monetary loan, endorsement, or provision of guarantee.
  • The offering, issuance, or private placement of any equity-type securities.
  • The hiring or dismissal of an attesting CPA, or the compensation given thereto.
  • The appointment or discharge of a financial, accounting, or internal auditing officer.
  • Review annual and quarterly financial statements：
    The financial statements of EDT are entrusted to KPMG for audit or review, then an audit or review report will be issued. Since the establishment of the Audit Committee on July 26, 2021, our quarterly and annual consolidated financial statements have been reviewed and approved by the Audit Committee.
  • Preparation of annual audit plan：
    Based on the results of the risk assessment, we formulate an annual audit plan, including those items should be audit monthly, to evaluate the company’s internal control system and prepare an audit report. After reviewing the results of the risk assessment, the Audit Committee has reviewed and approved the audit plan of year 2025.
  • Communicate with our CPAs.
  • Evaluate the independence and eligibility of our CPAs.
  • Any other material matter so required by the Competent Authority.

Operation of the Audit Committee

會議日期議案內容審計委員會決議結果公司對審計委員會意見之處理
The dates of the meetings and sessionsContents of motionResolutionsEDT’s responses to the Audit Committee
March 9, 2023
7th of 1st session
  • To review business report, financial statements, and consolidated financial statements for 2022.
  • To review self-assessment and statement on internal control for 2022.
  • To review the assessment of the attesting CPAs’ independence and eligibility for 2023.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present.
May 5, 2023
8th of 1st session
  • To review the consolidated financial statements for 1st quarter of 2023.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
August 3, 2023
9th of 1st session
  • To review the consolidated financial statements for 2nd quarter of 2023.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
November 2, 2023
10th of 1st session
  • To review the consolidated financial statements for 3rd quarter of 2023.
  • To review the amendment of internal control system, version 22, and internal audit system with its implementing regulations, version 11.
  • To review the proposed audit plan for 2024.
Passed unchanged by all members present.Submitted to the Board meeting and passed unchanged by all directors present.
March 7, 2024
11th of 1st session
  • To review business report, financial statements, and consolidated financial statements for 2023.
  • To review self-assessment and statement on internal control for 2023.
  • To review the assessment of the attesting CPAs’ independence and eligibility for 2024.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
April 30, 2024
12th of 1st session
  • To review the consolidated financial statements for 1st quarter of 2024.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
August 6, 2024
1st of 2nd session
  • To review the consolidated financial statements for 2nd quarter of 2024.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
August 6, 2024
1st of 2nd session
  • To review the amendment of “Rules of Procedure for Board of Directors Meetings” and “Procedures of Prohibiting Company Insiders From Trading Securities”.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present.
August 6, 2024
1st of 2nd session
  • To review the personnel changes in Accounting Supervisor.
Passed unchanged by all members present. Submitted to the Board meeting and passed unchanged by all directors present excluding 1 director avoiding of motions in conflict of interest.