Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
---|---|---|---|---|---|
3 | 15 | 2024/01/30 | 1.Discuss the company’s special bonus distribution case. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
2.Discuss the salary increase case for the company’s accounting director. | |||||
3 | 16 | 2024/02/27 | 1.Appointment of the company’s manager and R&D supervisor. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
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. | |||||
3 | 17 | 2024/05/19 | 1.Discuss the salary increase case for the company’s accounting director. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
2.Discuss the appointment of the company’s assistant financial officer, acting spokesperson, financial manager and corporate governance manager. | |||||
4 | 1 | 2024/08/08 | 1.Amendments to AES’s “Remuneration for Directors, Functional Committees’ Members, and Managers”. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
2.Discussion of the salary adjustment for manager. | |||||
3.Discussion of the promotion of manager. |
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:
TITLE | NAME | EDUCATION | PROFESSION | MAIN EXPERIENCE |
---|---|---|---|---|
Committee (Independent Director) |
Shiang-Tai Liu | Doctor, Master, and Bachelor of Industrial Management, National Cheng Kung University | Math 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 Lee |
Doctor 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 Pai |
Master 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 Wu |
LLM 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 |
Title | Name | Education | Profession | Experience |
---|---|---|---|---|
Committee (Independent Director) | Shiang-Tai Liu | PhD degree,Master degree and Bachelor degree of Department of Industrial Management Science of NCKU | Math planning Production management Information Management Performance assessment | Board Member of Hi Sharp Tech Dean of Department of Management of Vanung University Technician of Zhong zheng University |
Committee (Independent Director) | Li-Chung Lee | PhD University of Wisconsin Law School
Master degree of MA American University Washington College of Law Master degree of Boston University, | Intellectual Property Law and Competition Law Corporate Law and Corporate Governance Securities Exchange Act Banking Law Trust law Insurance Law | Independent Director of Shangyang Technology Co., Ltd. Director of Multi-level Marketing Protection Foundation Chairman of Yongjian Culture and Art Foundation Chairman of the China National Law Reform Promotion Association Director of Changhua County Private Fraternity Service Center Supervisor of Xianghe Culture and Education Foundation Director of China Direct Selling Law Society Director of Risheng Co., Ltd. Head of the Department of Finance and Law, Asia University Full-time Associate Professor of Ming Chuan University Member of the Fair Trading Committee of the Executive Yuan Visiting Scholar at New York University and Columbia Law School New York University Law School World Trade Organization Intellectual Property Rights Working Group Intellectual Property Rights Working Group International Lecturer of OECD Global Corporate Governance Group |
Committee (Independent Director) | Sharon Pai | Master degree of Department of Accounting, Tamkang University Bachelor degree of Department of Accounting, Providence University | Accounting Financial Audit | Independent Director of Kaiyi International Group Co., Ltd. Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd. Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited) Senior Auditor of Anhou Jianye United Certified Public Accountants Part-time Lecturer at Jinri University, Evergreen University Associate of Investment Banking Department of Yuanta Polaris Securities Co., Ltd. Independent consultant |
Committee (Independent Director) | Leo H Wu | Master degree of In-service Master Program of College of Law, National Chengchi University Bachelor degree of Department of Accounting of Soochow University | Accounting, Financial, Audit | CPA of Integritas Certified Public Accountants Co.Ltd, Assistant Vice President of Deloitte & Touche Independent Director of Silicon Power Computer & Communications Inc. |
4. 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.
5. 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.
6. Audit Committee Operations:
TERM | SESSION | DATE | DISSCUSSIONS ITEMS | RESOLUTION | THE COMPANY’S HANDLING OF THE AUDIT COMMITTEE MEMBERS’ OPINION |
---|---|---|---|---|---|
2 | 22 | 2024/01/13 | 1.Amendments to AES’s “Regulations Governing Procedure for Board of Directors’ Meetings”, provided for review. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
2.Amendments to AES’s ” authorization matrix”. | |||||
2 | 23 | 2024/02/27 | 1.Amendments to the Company’s organizational structure, and assignment of authority and responsibility. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
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”. | |||||
2 | 24 | 2024/05/09 | 1.Ratification of the company appointed the parent company Acmepoint Technology Co., Ltd. to assist the greenhouse gas inventory repor. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
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”. | |||||
3 | 1 | 2024/07/12 | 1.Ratification of “Geothermal Development Investment Agreement” signed with our related parties and its subsidiaries | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
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”. | |||||
3 | 2 | 2024/08/08 | 1.Ratified the solar photovoltaic system maintenance warranty between the brother company ACME GREEN BIOTECH INC. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
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 |
7.Annual communication between independent directors, internal audit supervisors and accountants
Date | Way of communications | Main communications | Participants | Communicate and process execution results |
---|---|---|---|---|
2024.02.27 | Before Audit committee Meeting | Implementation of the audit plan from October to December 2023. | All Audit committee members/Chief internal auditor/CPA of Hadrien Chiu | Audit 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 cycles | Evaluation periods | Evaluation scope | Evaluation method | Evaluation content |
---|---|---|---|---|
Internal performance evaluation every year | January 1, 2023 to December 31, 2023 |
Overall Remuneration Committee | Determine 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) | ||||
Entire Audit Committee | 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) |