Compensation Committee

  1. Date of Incorporation:May 17, 2018
  2. 4th Term:July 12, 2024 to June 18, 2027
  3. The member of 4th Remuneration Committee:
TitleNameEducationProfessionMain experience
Committee
(Independent Director)
Shiang-Tai LiuDoctor, Master, and Bachelor of Industrial Management, National Cheng Kung UniversityMath planning
Production management
Information management
Performance assessment
Professor and Dean of the College of Aviation and Engineering at Vanung University
Director of the Teaching and Learning Development Center at Vanung University
Director of Hi Sharp Electronics Co., Ltd.
Professor and Dean of the College of Management at Vanung University
Technical Specialist at the National Chung-Shan Institute of Science and Technology
Independent Director,member of the Audit Committee and Remuneration Committee at our company
Committee
(Independent Director)
Li-Chung LeeDoctor of Juridical Science, Wisconsin State University
Master of Laws, American University
Master of Laws, Boston University
Bachelor of Laws, Soochow University
Law
Corporate governance
Adjunct Associate Professor at the Department of Business Administration, National Taipei University of Business
Executive Director of the Chain Franchise Management and Legal Research Center, National Taipei University of Business
Adjunct Associate Professor at the General Education Center, National Taipei University of Technology
Independent Director, member of the Audit Committee and Remuneration Committee at Soaring Technology Co., Ltd.
Director of Ri-Sheng Co., Ltd.
Independent Director, member of the Audit Committee and Remuneration Committee at KGet Co. Ltd.
Supervisor of the Taiwan Steel University of Science and Technology Board of Directors
Chairman of the Yung Chien Cultural and Art Foundation
Director of the New Taipei City YC Education Foundation
Secretary-General of the Direct Selling Think Tank Association
Chairman of the Chinese National Promotion of Rule of Law Reform Association
Director of the Chinese Taipei Pacific Economic Cooperation Committee (CTPECC)
Director of the Taiwan Law Association of Direct Selling
Chairman of Taipei Municipal Song Shan Primary School Alumni Association
Independent Director, member of the Audit Committee and Remuneration Committee at Toplus Global Co. Ltd.
Chairman of the Ethnic Groups and Multiculturalism Association, R.O.C.
Supervisor of the Taiwan Competitiveness Forum Association
Director of the Department of Financial and Economic Law, Asia University
Associate Professor, Ming Chuan University
Member of the Fair Trade Commission
Visiting scholar at the School of Law of New York University and Columbia University
WTO Intellectual Property Working Group at the School of Law of New York University
Lecturer for the Global Corporate Governance Working Group at the OECD
Independent Director,member of the Audit Committee and Remuneration Committee at our company

4. Attendance of Members at Remuneration Committee Meetings

The company established the Salary and Compensation Committee in 2018. The composition of the Salary and Compensation Committee follows the organizational rules of the Salary and Compensation Committee and is appointed by the board of directors. The main powers include regular review of the performance evaluation of the company’s directors, functional committees, and managers. And salary and compensation policies, systems, standards, and structures, and propose amendments to the organizational rules of the salary and compensation committee. The current members are 3 independent directors.

The company has established and periodically reviewed the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers for 2021 by resolution of the Remuneration Committee’s meeting held on 2022/01/19 and 2022/03/14.

  1. Attendance of Remuneration Committee members:
TermSessionDateIndependent Director of Shiang-Tai LiuIndependent Director of Lawrence L. LeeIndependent Director of Sharon Pai
3152024/01/30111
3162024/02/27111
3172024/05/09111
412024/08/08111
Required Attendance444
Attendance in Person444
Not Attending or By Proxy000
TermSessionDateIndependent Director of Shiang-Tai LiuIndependent Director of Lawrence L. LeeIndependent Director of Sharon Pai
3102023/01/16111
3112023/03/21111
3122023/05/08111
3132023/08/11111
3142023/11/08111
Required Attendance555
Attendance in Person555
Not Attending or By Proxy000
TermSessionDateIndependent Director of Shiang-Tai LiuIndependent Director of Lawrence L. LeeIndependent Director of Sharon Pai
332022/01/19111
342022/03/14111
352022/06/10111
362022/07/11111
372022/08/12111
382022/10/28111
392022/12/29111
Required Attendance777
Attendance in Person777
Not Attending or By Proxy000

6. Remuneration Committee Operations:

TermSessionDateDiscussions itemsResolutionThe Company’s handling of the Remuneration Committee members’ opinion
3152024/01/301.Discuss the company’s special bonus distribution case.
2.Discuss the salary increase case for the company’s accounting director.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3162024/02/271.Appointment of the company’s manager and R&D supervisor.
2.Review of the 2023 management’s performance and determination of the annual bonus allocation. Periodic review of the salary policy and structure.
3.Formulate the company’s employee remuneration package for 2023.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3172024/05/091.Discuss the salary increase case for the company’s accounting director.
2.Discuss the appointment of the company’s assistant financial officer, acting spokesperson, financial manager and corporate governance manager.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
412024/08/081.Amendments to AES’s “Remuneration for Directors, Functional Committees’ Members, and Managers”.
2.Discussion of the salary adjustment for manager.
3.Discussion of the promotion of manager.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
TermSessionDateDiscussion ItemsResolutionThe Company’s handling of the Remuneration Committee members’ opinion
3102023/01/161. Change of the Company’s Head of Corporate Governance
2. Discussion of the Company’s 2022 Manager Performance Results and the Distribution of Year-End Performance Bonuses, as well as the Regular Review of the Company’s Compensation and Remuneration Policies, Systems, Standards, and Structure
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3112023/03/211. Revised the Company’s “Directors, Functional Committee Members, and Manager Compensation Plan”
2. Finalized the Company’s 2022 Employee Compensation Plan
3. Finalized the Company’s 2022 Director Compensation Plan
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3122023/05/081. Appointment of the Company’s Information Security DirectorApproved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3132023/08/111. Revise the Company’s “2022 First Employee Stock Option Certificate Issuance and Subscription Rules.”
2. Adjust the subscription price for the Company’s first 2022 employee stock option certificates.
3. Revise the Company’s “Directors, Functional Committee Members, and Manager Compensation Rules.”
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
3142023/11/081. Change of the accounting director of the company.
2. Adjustment of the subscription price for the Company’s first employee stock option issuance in fiscal 2022.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
TermSessionDateDiscussion ItemsRsolutionThe Company’s handling of the Remuneration Committee members’ opinion
332022/01/191. Discuss the company’s manager appointments
2. Discuss the company’s 2021 manager performance results and year-end performance bonus distribution plans, and regularly review compensation policies, systems, standards, and structures.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
342022/03/141. Drafting the company’s 2021 employee and director remuneration planApproved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
352022/06/101. Discuss the promotion of outstanding employees of the companyApproved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
362022/07/111. Discuss personnel changes for the company’s Chief Accountant and Chief Finance Officer
2. Discuss the appointment of the company’s Chief Corporate Governance Officer
3. Discuss promotions for outstanding employees
4. Propose adjustments to the initial subscription price for the company’s employee stock options for the 2018 fiscal year
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
372022/08/121. Discuss the company’s 2011 employee compensation distribution plan
2. Discuss the company’s corporate governance director’s salary adjustment plan
3. Develop the company’s “111 First Employee Stock Option Certificate Issuance and Subscription Regulations”
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
382022/10/281. Revise the company’s “2022 First Employee Stock Option Certificate Issuance and Subscription Rules”
2. List of managers and the number of shares subscribed for the company’s first 2022 employee stock option certificates
3. Discuss the company’s third quarter 2022 manager performance bonus distribution plan
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
392022/12/291. Discuss the promotion of outstanding employees of the companyApproved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously

The Audit Committee

1. Date of Incorporation:December 18, 2018
2.3th Term:June 19, 2024 to June 18, 2027
3.The member of 3rd Audit Committee:

TitleNameEducationProfessionMain Experience
Committee
(Independent Director)
Shiang-Tai LiuDoctor, Master, and Bachelor of Industrial Management, National Cheng Kung UniversityMath planning
Production management
Information
Management
Performance assessment
Professor and Dean of the College of Aviation and Engineering at Vanung University
Director of the Teaching and Learning Development Center at Vanung University
Director of Hi Sharp Electronics Co., Ltd.
Professor and Dean of the College of Management at Vanung University
Technical Specialist at the National Chung-Shan Institute of Science and Technology
Independent Director,member of the Audit Committee and Remuneration Committee at our company
Committee
(Independent Director)
Li-Chung LeeDoctor of Juridical Science, Wisconsin State University
Master of Laws, American University
Master of Laws, Boston University
Bachelor of Laws, Soochow University
Law
Corporate governance
Adjunct Associate Professor at the Department of Business Administration, National Taipei University of Business
Executive Director of the Chain Franchise Management and Legal Research Center, National Taipei University of Business
Adjunct Associate Professor at the General Education Center, National Taipei University of Technology
Independent Director, member of the Audit Committee and Remuneration Committee at Soaring Technology Co., Ltd.
Director of Ri-Sheng Co., Ltd.
Independent Director, member of the Audit Committee and Remuneration Committee at KGet Co. Ltd.
Supervisor of the Taiwan Steel University of Science and Technology Board of Directors
Chairman of the Yung Chien Cultural and Art Foundation
Director of the New Taipei City YC Education Foundation
Secretary-General of the Direct Selling Think Tank Association
Chairman of the Chinese National Promotion of Rule of Law Reform Association
Director of the Chinese Taipei Pacific Economic Cooperation Committee (CTPECC)
Director of the Taiwan Law Association of Direct Selling
Chairman of Taipei Municipal Song Shan Primary School Alumni Association
Independent Director, member of the Audit Committee and Remuneration Committee at Toplus Global Co. Ltd.
Chairman of the Ethnic Groups and Multiculturalism Association, R.O.C.
Supervisor of the Taiwan Competitiveness Forum Association
Director of the Department of Financial and Economic Law, Asia University
Associate Professor, Ming Chuan University
Member of the Fair Trade Commission
Visiting scholar at the School of Law of New York University and Columbia University
WTO Intellectual Property Working Group at the School of Law of New York University
Lecturer for the Global Corporate Governance Working Group at the OECD
Independent Director,member of the Audit Committee and Remuneration Committee at our company
Committee
(Independent Director)
Sharon PaiMaster of Accounting, Tamkang University
Bachelor of Accounting, Providence University
Accounting
Financial
Audit
Independent Freelance Consultant
Audit Consultants for the Taiwan Branch of Olysis Corporation
Consultant for LotusNine Medical Co., Ltd.
Senior Auditor and Audit Supervisor at KPMG
Assistant Manager of the Mergers and Acquisitions Transaction Management Services Department at KPMG
Assistant Manager of the Investment Banking Department atYuanta Securities Co., Ltd.
Adjunct Instructor at Chang Jung Christian University
Adjunct Instructor at Aletheia University
Independent Director,member of the Audit Committee and Remuneration Committee at our company
Committee
(Independent Director)
Leo H WuLLM Program for Executives, National Chengchi University
Bachelor of Accounting, Soochow University
Accounting
Financial
Audit
Managing Partner at Integritas Certified Public Accountants
Chairman of Tuck & Danny Management Consulting Co., Ltd.
Chairman of Integritas Management Consultants Co., Ltd.
Senior Manager at Deloitte
Independent Director, member of the Audit Committee and Remuneration Committee at Silicon Power Computer & Communications Inc.
Supervisor of Santi Renewable Energy Corporation
Independent Director andmember of the Audit Committee at our company
  1. Attendance of Members at Audit Committee Meetings:

The audit committee aims to assist the board of directors in supervising the quality and integrity of the company’s implementation of accounting, auditing, financial reporting procedures and financial control.

The matters reviewed by the Audit Committee mainly include:

Financial statements; auditing and accounting policies and procedures; internal control systems and related policies and procedures; major asset or derivative commodity transactions; major capital loans and endorsements or guarantees; raising or issuing marketable securities; derivative financial products and cash investments Circumstances; compliance with laws and regulations; whether managers and directors have related transactions and possible conflicts of interest; appeal reports; fraud prevention plans and fraud investigation reports; information security; corporate risk management; qualification, independence and performance evaluation of visa accountants; visas Appointment, dismissal or remuneration of accountants;

According to the laws and regulations of the Republic of China, the members of the audit committee should be composed of all independent directors. The Audit Committee of ACMEPOINT Energy Services Company complies with the above-mentioned laws and regulations.

  1. The Audit Committee held 7 meetings in 2022, and the annual focus include:

(1) Review of financial statements and earnings distribution.
(2) Review of the internal control system and relevant policies and procedures.
(3) Review of significant capital lending and endorsement/guarantee transactions.
(4) Review of appointment, dismissal or remuneration of accountants.
(5) Review of major customers of credit and contract.

  1. Audit Committee Operations:
TermSessionDateDiscussion ItesmResolutionThe cmpany’s handle of Audit Committee Members’ Opinion
2222024/01/131.Amendments to AES’s “Regulations Governing Procedure for Board of Directors’ Meetings”, provided for review.
2.Amendments to AES’s ” authorization matrix”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2232024/02/271.Amendments to the Company’s organizational structure, and assignment of authority and responsibility.
2.The Company’s 2023 Annual Business Report and Financial Statements, provided for ratification.
3.Discuss of the 2023 Earnings Distribution Plan.
4.Issue of new shares by capital increase through capitalization of retained earnings.
5.Motion for the 2024 evaluation of the independence and suitability to the appointed CPAs.
6.Formulated the ” Regulations Governing for Loaning Funds to Others” and ” Regulations Governing for Making Endorsements and Guarantees ” of the subsidiary Yu Ta Energy Co., Ltd. and revised the ” Regulations Governing for the Acquisition or Disposal of Assets” and ” Regulations Governing for the Derivatives Trading”.
7.Formulated the ” Regulations Governing for Loaning Funds to Others” and ” Regulations Governing for Making Endorsements and Guarantees ” of the subsidiary Yu Jian Energy Co., Ltd. and revised the ” Regulations Governing for the Acquisition or Disposal of Assets” and ” Regulations Governing for the Derivatives Trading”.
8.Formulated the ” Regulations Governing for Loaning Funds to Others” and ” Regulations Governing for Making Endorsements and Guarantees ” of the subsidiary Yu Deng Energy Co., Ltd. and revised the ” Regulations Governing for the Acquisition or Disposal of Assets” and ” Regulations Governing for the Derivatives Trading”.
9.Resolution on the Removal of Non-Compete Restrictions for Newly Elected Directors (Including Independent Directors) and their Representatives after the Company’s 2024 Annual General Shareholders’ Meeting.
10.Revision of the Company’s “Organizational Rules of the Audit Committee”.
11.Amendments to AES’s “Rules of Procedure for Shareholders’ Meetings”.
12.The Company’s “Internal Control System Statement of 2023 “.
13.Amendments to AES’s ” authorization matrix”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2242024/05/091.Ratification of the company appointed the parent company Acmepoint Technology Co., Ltd. to assist the greenhouse gas inventory repor.
2.The Company’s First-Quarter of 2024 Consolidated Financial Statements.
3.Formulated the ” Regulations Governing for Loaning Funds to Others” and ” Regulations Governing for Making Endorsements and Guarantees ” of the subsidiary Jian Kun Energy Co., Ltd. and revised the ” Regulations Governing for the Acquisition or Disposal of Assets” and ” Regulations Governing for the Derivatives Trading”.
4.Amendments to AES’s “Regulations Governing for the Acquisition or Disposal of Assets”, provided for discussion.
5.Amendments to AES’s”Regulations Governing for Making Endorsements and Guarantees”, provided for discussion.
6.Amendments to AES’s “Procedures for Election of Directors”, provided for discussion.
7.Amendments to AES’s “Articles of Incorporation”.
8.Added Resolution on the Removal of Non-Compete Restrictions for Newly Elected Directors (Including Independent Directors) and their Representatives after the Company’s 2024 Annual General Shareholders’ Meeting.
9.Amendments to AES’s “Internal Control Systems.”
10.Amendments to AES’s ” authorization matrix”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
312024/07/121.Ratification of “Geothermal Development Investment Agreement” signed with our related parties and its subsidiaries
2.Ratification of the reception and cleaning service contract signed between the company and its parent company Acmepoint Technology Co., Ltd..
3.Formulated the “Regulations Governing for Loaning Funds to Others” of those subsidiaries Wen-Li Energy Ltd.,Da-Xu Energy Ltd., Yu Ta Energy Co., Ltd., Yu Jian Energy Co., Ltd., Yu Deng Energy Co., Ltd., and Jian Kun Energy Co., Ltd..
4.Formulated the“Regulations Governing for Making Endorsements and Guarantees”of those subsidiaries Wen-Li Energy Ltd.,Da-Xu Energy Ltd., Yu Ta Energy Co., Ltd., Yu Jian Energy Co., Ltd., Yu Deng Energy Co., Ltd., and Jian Kun Energy Co., Ltd. .
5.Formulated the“Regulations Governing for the Acquisition or Disposal of Assets”of those subsidiaries Wen-Li Energy Ltd.,Da-Xu Energy Ltd., Yu Ta Energy Co., Ltd., Yu Jian Energy Co., Ltd., Yu Deng Energy Co., Ltd., and Jian Kun Energy Co., Ltd..
6.Formulated the““Regulations Governing for the Derivatives Trading”of those subsidiaries Wen-Li Energy Ltd.,Da-Xu Energy Ltd., Yu Ta Energy Co., Ltd., Yu Jian Energy Co., Ltd., Yu Deng Energy Co., Ltd., and Jian Kun Energy Co., Ltd..
7.Establish the company’s ex-dividend base date, capital increase and share allotment base date for converting surplus into capital, and book closing date.
8.Amendments to AES’s ” authorization matrix”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
322024/08/081.Ratified the solar photovoltaic system maintenance warranty between the brother company ACME GREEN BIOTECH INC.
2.The Company’s Second-Quarter of 2024 Consolidated Financial Statements.
3.The appointment and remuneration case of accountants for the company’s first issuance of corporate bonds in 2024
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
TermSessionDateDiscussion ItemsResolutionThe company’s handle of Audit Committee Members’ Opinion
2132023/01/161.The Company’s “Internal Control System Statement of 2022”.Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2142023/03/211.Amendments to AES’s “Ethical Corporate Management Best Practice Principle “.
2.Amendments to AES’s “Principle for Ethical Management Best Practice and Guidelines for Conduct”.
3.Amendments to AES’s “Guidelines for the Adoption of Codes of Ethical Conduct”.
4.Audit Committee’s Review Report on the 2022 final accounting books and statements.
5.Discuss of the 2022 Earnings Distribution Plan.
6.Issue of new shares by capital increase through capitalization of retained earnings.
7.Motion for the 2023 evaluation of the independence and suitability to the appointed CPAs.
8.AES’s application for listing of its stock on the Taipei Exchange (TPEx)
9.Invite all shareholders to waive the capital increase by cash for stock option before AES’s TPEx listing of its stock.
10.Amendments to AES’s “Procedures for the Management of Related Party Transactions”.
11.Amendments to AES’s “Articles of Incorporation”.
12.Amendments to AES’s “Rules of Procedure for Shareholders’ Meetings”.
13.Amendments to AES’s “Sustainable Development Best Practice Principles”.
14.Amendments to AES’s ” authorization matrix”.
15.Amendments to AES’s “Internal Control Systems.”
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2152023/05/081.Formulated the Company’s “Risk Management Policy and Procedure “.
2.Amendments to the Company’s organizational structure, and assignment of authority and responsibility.
3.The company appointed the parent company Acmepoint Technology Co., Ltd. to assist the greenhouse gas inventory repor.
4.The Company’s First-Quarter of 2023 Consolidated Financial
Statements.
5.Discuss the Company’s Second-Quarter and Third-Quarter of 2023 of Simplified Financial forecast.
6.Amendments to the Company’s “Procedures for the Management of Related Party Transactions”.
7.Amendments to the Company’s “Corporate Governance Best-Practice Principles”.
8.Amendments to the Company’s “Procedures for responding directors’ requests”.
9.The Company’s “Internal Control System Statement from April 1,2022 to March 31,2023 “.
10.Amendments to subsidiary of Wen-Li Energy Ltd. ‘s “Regulations Governing for Loaning Funds to Others”,”Regulations Governing for Making Endorsements and Guarantees “, “Regulations Governing for the Acquisition or Disposal of Assets ” and “Procedures for Financial Derivatives Transactions”.
11.Formulated subsidiary of Da-Xu Energy Ltd. ‘s “Regulations Governing for Loaning Funds to Others” and “Regulations Governing for Making Endorsements and Guarantees “, and then also Amendments its “Regulations Governing for the Acquisition or Disposal of Assets ” and “Procedures for Financial Derivatives Transactions”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2162023/07/131.Amendments to the Company’s organizational structure, and assignment of authority and responsibility.
2.Authorize independent director Sharon Pai to serve as the final reviewer of the company’s audit report.
3.Amendments to AES’s ” authorization matrix”.
4.Ratification of the reception and cleaning service contract signed between the company and its parent company Acmepoint Technology Co., Ltd.
5.Accountant appointment and remuneration case for the company’s free allotment of new shares in 2022。
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2172023/07/29The case of ratifying the acquisition of land use rights assets by subsidiary Ta,Hsu Energy Co., Ltd. from a non-related party.Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2182023/08/111.The Company’s Second-Quarter of 2023 Consolidated Financial Statements.
2.Establish the company’s ex-dividend base date, capital increase and share allotment base date for converting surplus into capital, and book closing date.
3.The company signed a house leasing and reception cleaning contract with its parent company Acmepoint Technology Co., Ltd.
4.Amendments to AES’s ” authorization matrix”.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2192023/09/14The company handles the case of cash capital increase and issuance of new shares before the initial OTC listing.Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2202023/11/081.Ratification of the Tung Ho textlie Co., Ltd. project contract signed between the company and its parent company Acmepoint Technology Co., Ltd.
2.Ratification of the signing of the sale of renewable energy management system between the company and AES Mega Co., Ltd. an affiliated company of the parent company.
3.The company undertook the construction contract of the AFC E-dReg energy storage system project of Xu Sheng 1 Co., Ltd. located in Douliu City, Yunlin County.
4.The Company’s Third-Quarter of 2023 Consolidated Financial Statements.
5.Amendment to the company’s “Internal Audit Implementation Rules”.
6.Amendments to AES’s “Internal Control Systems.”
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2212023/12/271.The company’s business plan and budget for 2024.
2.The company’s 2024 audit plan.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
TermSessionDateDiscussion ItemsResolutionThe company’s handle of Audit Committee Members’ Opinion
262022/03/141.Motion for allocation of employee compensation and managerial officers of 2021
2.Finalization of the Company’s final accounts for FY 2021
3.Motion for the amendments of the Company’s “Regulations Governing for the Acquisition or Disposal of Assets.”
4.To accommodate the opeartional needs of the Company, The Company is renewing its the financing agreement with Far Eastern Int’l Bank. And increase the financing limit.
5.The company applies to be a TPEx-listed company
6. Request for all shareholders to not participate the purchase of additional common stocks in cash before the Company becomes a TPEx-listed company.
7.The Company’s “Internal Control System Statement of 2021”
8.Motion for the amendments of the Company’s “Internal Control Systems.”
9.Motion for the amendments of the Company’s “Articles of Incorporation. “
Proposed to a Board of Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
272022/04/271.Motion for the 2021 earnings distribution
2.Issuing new common stocks fromr retained earnings.
Proposed to a Board of Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
282022/06/201.Motion for the 2022 evaluation of the remuneration to the appointed CPAs
2.Determine the date which the equity award granted in the second quarter of 2022 can be covered into common stock.
Proposed to a Board of Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
292022/07/111.Discussion of the changes in the Director of Accounting and Finance.
2.Determine the date for the issuance of common stock from retained earnings, record date and ex-dividend date.
Proposed to a Board of Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2102022/08/121.The Company’s 2022 Second-Quarter Consolidated Financial
Statements
2.Assessment of the independence and competency of Mr. Hsu, a certified public accountant, to provide internal control opinion for fisical year 2022.
3.Determination of audit firm to issue internal control opinion and the related service fees.
4.Discussion of audit firm to provider review services for 2022Q3 and related fees.
5.Entering into the office leasing agreement between the Company and its paraent company, ACMEPOINT Technology Co., Ltd.
6.Motion for the amendments of the Company’s authorization matrix.
7.Discussion of the credit amount authorized issued by the Company to Client A, a client of a construction project.
8.Discussion of the Supplementary Agreement over the ground-mounted solar PV ststems located in Changhua County, Dacheng Township between the Company and Client A.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2112022/10/281.The Company’s third-Quarter of 2022 Consolidated Financial
Statements.
2.Discuss the Company’s fourth-Quarter of 2022 and first-Quarter of 2023 of Simplified Financial forecast.
3.Sign contracts with lead underwriter of“Agreement of over-allotment and specific shareholder’s stock depositary ”before the company’s initial OTC listing, .
4.Discuss the listing (including names and number of equity award granted) of the Issuance of the first equity award of 2022.
5.The Company’s “Internal Control System Statement of 2022”.
6.Motion for the amendments of the Company’s “Internal Control Systems.”
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously
2122022/12/291.Amendments to the Company’s organizational structure, and assignment of authority and responsibility.
2.Motion for the Company’s business plan and budgets for 2023 .
3.Motion for the 2022 evaluation of the independence and suitability to the appointed CPAs.
4.Determination of audit firm to issue internal control opinion and the related service fees for 2022.
5.Determine the date which the equity award granted in the Fourth quarter of 2022 can be covered into common stock.
6.Motion for the amendments to the Company’s“Procedures for Handling Material Inside Information and Management of the Prevention of Insider Trading”.
7.Motion for the amendments to the Company’s “Operational Procedures for Applications for Halt and Resumption of Trading”.
8.Motion for the amendments to the Company’s “Regulations Governing Procedure for Board of Directors’ Meetings”.
9.Motion for the amendments to the Company’s“Sustainable Development Best Practice Principles”.
10.Motion for the amendments of the Company’s “Internal Control Systems.”
11.Motion for the amendments of the Company’s authorization matrix.
12.Motion for establishing the Company’s audit execution plan for 2023.
Approved by all present members unanimouslyProposed to a Board of Approved by all present members unanimously

7.Annual communication between independent directors, internal audit supervisors and accountants

DateWay of communicationsMain communicationsParticipantsCommunicate and process execution results
2024.02.27Before Audit committee MeetingImplementation of the audit plan from October to December 2023.All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
DateWay of communicationsMain communicationsParticipantsCommunicate and process execution results
2023.01.16Audit committee(1)The Company’s “Internal Control System Statement of 2022”.All Audit committee members/Chief internal auditorAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2022.03.21Before Audit committee Meeting(Communication Alone)(1)Implementation of the audit plan from October 2022 to January 2023.All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.05.08Audit committee(1)The Company’s “Internal Control System Statement from April 1,2022 to March 31,2023 “.
(2)Implementation of the audit plan from February to March 2023.
All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.08.11Before Audit committee MeetingImplementation of the audit plan from April to June 2023.All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.11.08Before Audit committee MeetingImplementation of the audit plan from July to September 2023.All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.12.27Before Audit committee Meeting2024 Annual Audit PlanAll Audit committee members/Chief internal auditorAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
DateWay of communicationsMain communicationsParticipantsCommunicate and process execution results
2022.03.14Audit committee(1)Implementation of the audit plan from December 2021 to February 2022.
(2)The Company’s “Internal Control System Statement of 2021”.
All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2022.06.10Audit committee(1)Implementation of the audit plan from March to April, 2022.All Audit committee members/Chief internal auditorAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2022.08.12Audit committee(1)Implementation of the audit plan from May to July, 2022.
(2)Assessment of the independence and competency of Mr. Hsu, a certified public accountant, to provide internal control opinion for fisical year 2022.
(3)Determination of audit firm to issue internal control opinion and the related service fees.
All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2022.10.28Audit committee(1)Implementation of the audit plan from August to September, 2022.All Audit committee members/Chief internal auditor/CPA of Hadrien ChiuAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2022.12.29Audit committee(1)Extended review period of audit firm to issue internal control opinion and adjust the service fees.
(2)Audit plan of 2023.
All Audit committee members/Chief internal auditorAudit committee members has fully understood the implementation and effectiveness of the company and has no objection.

For the Evaluation of the Functional Committees

The 2023 performance evaluation results of the Overall Remuneration Committee and the Entire Audit Committee are Excellent. These results have been reported to the Board of Directors’ meeting held on January 30, 2024.

Evaluation cyclesEvaluation periodsEvaluation scopeEvaluation methodEvaluation content
Internal performance evaluation every yearJanuary 1, 2023
to
December 31, 2023
Overall Remuneration CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (19 questions) for the performance evaluation of the Remuneration Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
Internal performance evaluation every yearJanuary 1, 2023
to
December 31, 2023
Entire Audit CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (22 questions) for the performance evaluation of the Audit Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
5.Internal Control (3 questions)

The 2022 performance evaluation results of the Overall Remuneration Committee and the Entire Audit Committee are Excellent. These results have been reported to the Board of Directors’ meeting held on January 16, 2023.

Evaluation cyclesEvaluation periodsEvaluation scopeEvaluation methodEvaluation content
Internal performance evaluation every yearJanuary 1, 2022
to
December 31, 2022
Overall Remuneration CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (19 questions) for the performance evaluation of the Remuneration Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
Internal performance evaluation every yearJanuary 1, 2022
to
December 31, 2022
Entire Audit CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (22 questions) for the performance evaluation of the Audit Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
5.Internal Control (3 questions)

The 2021 performance evaluation results of the Overall Remuneration Committee and the Entire Audit Committee are GOOD. These results have been reported to the Board of Directors’ meeting held on January 19, 2022.

Evaluation cyclesEvaluation periodsEvaluation scopeEvaluation methodEvaluation content
Internal performance evaluation every yearJanuary 1, 2021
to
December 31, 2021
Overall Remuneration CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (19 questions) for the performance evaluation of the Remuneration Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
Internal performance evaluation every yearJanuary 1, 2021
to
December 31, 2021
Entire Audit CommitteeDetermine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”.The measurement items (22 questions) for the performance evaluation of the Audit Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
5.Internal Control (3 questions)
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