Arcadyan upholds the core values of integrity in governance and operational transparency. In accordance with the "Company Act", "Securities and Exchange Act", and other relevant regulations, Arcadyan established its articles of incorporation, governance framework, and operational rules to continuously enhance corporate governance practices. The board of directors is Arcadyan 's highest governance body, chaired by the chairperson, and formulates the "Board of Directors Meeting Rules" to implement the effective execution of the board's responsibilities. The board of directors holds a meeting at least once a quarter, and its main responsibilities include:
- Guiding the strategic direction of the Company
- Appointing and supervising the management team
- Evaluating operational performance and assessing risk impacts
- Preventing conflicts of interest
- Ensuring legal compliance and protecting shareholder rights
In terms of board composition and election, Arcadyan adopts a candidate nomination system in accordance with the "Director Election Rules" and reviews candidate qualifications in accordance with the "Corporate Governance Code of Practice" and elected by the shareholders. The current Board comprises nine directors, including three independent directors and one female director, strengthening gender diversity and professional balance. All directors serve a three-year term, with the current term commencing on June 15, 2023. The average age of board members ranges from 60 to 69 years, and the number of directors concurrently serving as company managers does not exceed one-third of the total board, in compliance with corporate governance regulations. By enhancing the board's competencies and promoting diversity in its composition, Arcadyan is committed to establishing a governance structure that embodies both professionalism and transparency, guiding Arcadyan toward stable operations and sustainable growth.
Board Performance Evaluation and Remuneration Policy
To fulfill the responsibilities of the Board and enhance governance effectiveness, Arcadyan conducts annual internal self-evaluations in accordance with the "Board and Functional Committees Performance Evaluation Policy" and commissions external evaluations from professional institutions or academic expert teams every three years. In 2024, the internal evaluation covered the entire Board, each functional committee, and individual Directors, with overall results reaching "significantly exceeding standards," demonstrating the Board's effective performance.
Arcadyan director's remuneration system is implemented in line with Arcadyan's Articles of Association. If a profit is made each year, a maximum of 2% of pre-tax net profit, calculated before the deduction of employee and director compensation, will be allocated as director compensation. The actual amount will be determined based on Arcadyan's overall performance, the director's contribution, and industry benchmarks. It is reviewed by the Remuneration Committee and submitted to the Board of Directors for approval.
Compensation for senior executives, such as the Chairman, General Manager, and Deputy General Manager, is determined in accordance with Arcadyan's compensation policy, considering individual's job level, professional competence, educational background, and responsibilities, and are further linked to performance evaluations based on both financial and nonfinancial indicators. The compensation structure consists of 70% financial indicators—such as individual performance achievement and contributions to operation performance; and 30% nonfinancial indicators—such as project leadership, compliance performance, and internal control effectiveness. This ensures that the compensation structure is aligned with Arcadyan's long-term sustainability goals. Arcadyan is committed to regularly reviewing
and optimizing its executive remuneration policy in response to actual business performance and evolving regulatory trends. For detailed information on remuneration, please refer to "Arcadyan 2024 Annual Report".
