2023
| Term | Session | Date | Discussions items | Resolution | The Company’s handling of the Remuneration Committee members’ opinion |
|---|---|---|---|---|---|
| 3 | 10 | 2023/01/16 | 1.Discussion of changing of the Corporate Governance manager. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 2.Review of the 2022 management’s performance and determination of the annual bonus allocation. Periodic review of the salary policy and structure. | |||||
| 3 | 11 | 2023/03/21 | 1.Amendments to AES’s “Procedures of 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 distribution of employee compensation for 2022. | |||||
| 3.Discussion of distribution of directors’ remuneration for 2022. | |||||
| 3 | 12 | 2023/05/08 | 1.The appointment of the company’s information security supervisor. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
2022
The Audit Committee
1. Date of Incorporation：December 18, 2018
2. 2nd Term：April 1, 2021 to March 31, 2024
3. The member of 2rd Audit Committee :
| TITLE | NAME | EDUCATION | PROFESSION | MAIN EXPERIENCE |
|---|---|---|---|---|
| Committee (Independent Director) |
Shiang-Tai Liu | PhD degree,Master degree and Bachelor degree , Department of Industrial Management Science Information of NCKU | Math planning Production management Information Management Performance assessment |
Dean and Professor of Department of Management of Vanung University Technician of Zhong zheng University Dean and Professor of College Aviation and Engineering of Vanung University Director of Center of Teaching & Learning Development of Vanung University |
| Committee (Independent Director) |
Li-Chung Lee | Phd degree, Law School of UW Master degree, Law School of of AU Master degree, Law School of BU Bachelor degree, Law School of SCU |
Law Corporate governance |
Associate Professor of Department of Business Administration of NTUB President of Franchise Management and Legal Research Center of NTUB Chairman of Yong-Jian National Culture and Arts Foundation Director of New Taipei City Yem-Chio Education Foundation Independent Director of Soaring Technology Co., Ltd. Director of Victron Technology Co., Ltd. President of China National Law Reform Promotion Association Director of Chinese Taipei Pacific Economic Cooperation Committee President of TLADS Independent Director of Toplus Global Co., Ltd. Supervisor of Kao-Yuan University Dean of Department of Finance and Law, Asia University Full-time associate professor of Ming Chuan University Member of the Fair Trade Commission of 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 International Lecturer of OECD Global Corporate Governance Group |
| Committee (Independent Director) |
Sharon Pai | Master degree, Department of Accounting of TKU Bachelor degree, Department of Accounting of PU |
Accounting Financial Audit |
Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited) Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd. Adjunct Lecturer of CJCU and Aletheia University Assistant manager of Investment Banking Division of Yuanta & Polaris Securities Independent Adviser Auditorial consultant of Orix Taiwan Corporation |
| Committee (Independent Director) |
Leo H Wu | LLM Program of Executives of NCCU Bachelor degree, Department of Accounting of SCU |
Accounting Financial Audit |
President of Integritas certified public accountant Senior Manager of Deloitte Taiwan Independent Director of Silicon Power Computer & Communications Inc. Chairman of TAKE-DANNI management consulting firm |
| 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:
2023
| TERM | SESSION | DATE | DISSCUSSIONS ITEMS | RESOLUTION | THE COMPANY’S HANDLING OF THE AUDIT COMMITTEE MEMBERS’ OPINION |
|---|---|---|---|---|---|
| 2 | 13 | 2023/01/16 | 1.The Company’s “Internal Control System Statement of 2022”. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 2 | 14 | 2023/03/21 | 1.Amendments to AES’s “Ethical Corporate Management Best Practice Principle “. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 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.” | |||||
| 2 | 15 | 2023/05/08 | 1.Formulated the Company’s “Risk Management Policy and Procedure “. | Approved by all present members unanimously | Proposed to a Board of Approved by all present members unanimously |
| 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”. |
2022
7.Annual communication between independent directors, internal audit supervisors and accountants
2023
| Date | Way of communications | Main communications | Participants | Communicate and process execution results |
|---|---|---|---|---|
| 2023.01.16 | Audit committee | (1)The Company’s “Internal Control System Statement of 2022”. | All Audit committee members/Chief internal auditor | Audit committee members has fully understood the implementation and effectiveness of the company and has no objection. |
| 2023.03.21 | Before 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 Chiu | Audit committee members has fully understood the implementation and effectiveness of the company and has no objection. |
| 2023.05.08 | Audit committee | (1)The Company’s “Internal Control System Statement from April 1,2022 to March 31,2023 “. | 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. |
| (2)Implementation of the audit plan from February to March 2023. |
2022
For the Evaluation of the Functional Committees
2022
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 cycles | Evaluation periods | Evaluation scope | Evaluation method | Evaluation content |
|---|---|---|---|---|
| Internal performance evaluation every year | January 1, 2022 to December 31, 2022 |
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) |
2021