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Integrity Management

Corporate Governance

Arcadyan values operational transparency and corporate governance. In compliance with the Company Act, Securities and Exchange Act, and other relevant regulations, Arcadyan has established its Articles of Incorporation, governance structure, and practical guidelines. The Board of Directors is the highest governing body, with the Chairman serving as its head. The "Rules and Procedures for Board of Directors Meetings" ensure the effective functioning of the board's duties, mandating at least one meeting per quarter. The board's main responsibilities include guiding company strategy, appointing and supervising management, overseeing performance, and managing impacts. In 2023, Arcadyan held five board meetings with an average attendance rate of 86.66%

Arcadyan has implemented a "Procedures for Election of Directors" detailing the selection process, which follows a candidate nomination system. Candidates are evaluated based on the "Corporate Governance Best Practice Principles," and shareholders elect board members from the nominated candidates. Arcadyan's board consists of nine directors, including three independent directors and one female director (with women representing 11% of the board). The directors' term is three years, and the current members elected on June 15, 2023, have an average age between 60 and 69. Directors who also serve as company managers do not exceed one-third of the board seats.

 

 

Arcadyan has established the "Procedures of Performance Evaluation of the Board of Directors and Functional Committees." According to the procedures, an internal self-assessment of the board of directors should be conducted annually, and once every three years externally by a professional independent organization or a team of experts or scholars. In 2023, the internal self-assessment of the board of directors, functional committees, and individual directors all resulted in "standards significantly surpassed." An external performance evaluation was conducted by an external professional institution in 2023, utilizing questionnaire surveys, interviews, and document reviews and analyses to examine three major aspects (board structure, members and processes, and information) and seven major contents (board participation and understanding of company operations and responsibilities, improvement of board decision-making quality and grasp of goals and tasks, board composition and structure, director selection and ongoing education, internal controls, audit committees, and compensation committees). The evaluation result in 2023 was "Advanced"