Arcadyan upholds integrity and operational transparency as its core values. In accordance with the Company Act, the Securities and Exchange Act, and other applicable regulations, the Company has established its Articles of Incorporation, governance framework, and operating procedures to continuously strengthen its corporate governance practices. The Board of Directors serves as the Company's highest governing body and is chaired by the Chairman. To ensure the effective fulfillment of its responsibilities, the Board operates in accordance with the Rules of Procedure for Board Meetings. The Board convenes at least once every quarter. In 2025, Arcadyan held four Board meetings, with an average attendance rate of 97.2%, demonstrating the Directors’ strong commitment to and active engagement in corporate governance. The Board’s primary 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
With respect to Board composition and director election, Arcadyan adopts a candidate nomination system in accordance with the Corporation Procedures for Election of Directors. Candidate qualifications are reviewed in line with the Corporate Governance Best Practice Principles, and directors are elected by shareholders at the shareholders’ meeting. The current Board consists of nine directors, including three independent directors and one female director, reflecting the Company’s commitment to gender diversity and a balanced mix of professional expertise. All directors serve a three-year term, with the current Board elected on May 27, 2026, and the number of directors concurrently serving as company managers does not exceed one-third of the total Board seats, in compliance with relevant corporate governance requirements. Through a diverse and effective Board structure, Arcadyan is committed to maintaining a professional and transparent governance framework that supports sound business operations and sustainable growth.
Board Performance Evaluation and Remuneration Policy
To enhance Board accountability and governance effectiveness, Arcadyan conducts annual internal performance evaluations and engages an independent professional institution or expert team to perform external evaluations every three years in accordance with the Board and Functional Committees Performance Evaluation Policy. In 2025, the scope of the internal evaluation covered the Board of Directors as a whole, functional committees, and individual directors. All evaluation results were rated as “Significantly Exceeding Standards,” demonstrating the Board’s effective performance and sound operation.
Director compensation is governed by the Arcadyan Articles of Association. Subject to annual profitability, director remuneration may not exceed 2% of pre-tax net income before the distribution of employee and director compensation. The actual amount is determined based on the Company’s operating performance, directors’ contributions, and industry benchmarks, and is reviewed by the Remuneration Committee before being submitted to the Board for approval. Compensation for senior executives is determined in accordance with the Company’s compensation policy and evaluated based on position level, professional expertise, responsibilities, and overall corporate performance. Performance assessment comprises 70% financial indicators, primarily reflecting individual performance achievement and contribution to the Company’s results, and 30% non-financial indicators, of which ESG-related performance accounts for 20%. These ESG indicators cover areas including business integrity, regulatory compliance, supply chain management, information security, green products, circular economy, energy management, climate and carbon management, human rights and equality, labor relations, and occupational health and safety. The remaining 10% relates to managerial and operational performance. Performance indicators and weightings are established based on the annual business environment and emerging risk considerations, and are evaluated at mid-year and year-end as a basis for compensation adjustments and bonus determinations. For further information, please refer to the Arcadyan 2025 Annual Report.
