Page 31 - 2021 Proxy Statement (03.10.2021 Draft)_Neat
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AGENDA ITEM NO. 2 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

               On  August  20,  2020,  the  Audit  Committee  approved  the  appointment  of  RSM  US  LLP  (RSM)  as  Fuel Tech’s
        independent  registered  accounting  firm  for  the  year  ending  December  31,  2020.  We  are  asking  you  to ratify  that
        appointment.  RSM  has  served  in  this  capacity  since  its  July  2010  appointment  and  has  become knowledgeable
        about Fuel Tech’s operations and accounting practices and is well qualified to act in the capacity of independent registered
        accountants. In making the appointment, the Audit Committee reviewed RSM’s performance along with its reputation for
        integrity, overall competence in accounting and auditing and independence. Representatives of RSM will be present at
        the Annual Meeting and will have the opportunity to make a statement, if they wish to do so, and be available to respond
        to questions.

            Audit Fees

               Fees for professional services provided by RSM in each of the last two fiscal years by category were:
                                                                            2020($)           2019($)
                    Audit Fees                                                                    329,000
                    Audit-Related Fees                                             —
                    Tax Fees                                                       —               —
                    All Other Fees                                                 —               —

                                                                                                  329,000


            Pre-Approval Policies and Procedures

               Fuel Tech’s policy and procedure is that each engagement for an audit or non-audit service is approved in
        advance by the Audit Committee.

        The affirmative vote of a majority of the shares voting is required for the approval of this proposal.

        The Board recommends a vote FOR this proposal.







































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