Kyung Shik, Sohn
Hyun Jae, Sin
Sin Ho, Kang
Yung Jue, Bang
Jong Chang, Kim
Tae Yoon, Kim
Si Wook, Lee
|Name||CEO||Outside Directors||Audit Committee||Outside Director Candidate Recommendation Committee||Internal Transaction Committee||Remuneration Committee||Period||Application for directors and officers insurance|
|Board of Directors||Audit Committee|
|Kyung Shik, Sohn
|담당자||-||-||-||-||Chairman||March 29, 2019~March 2022 General Meeting of Shareholders||-||해당 담당자|
|Hyun Jae, Shin||담당자||-||-||-||-||담당자||March 24, 2017~March 2020 General Meeting of Shareholders||-||해당 담당자|
|Sin Ho, Kang||담당자||-||-||-||-||담당자||March 26, 2018~March 2021 General Meeting of Shareholders||-||해당 담당자|
|Yung Jue, Bang||-||담당자||담당자||담당자||Chairman||담당자||March 24, 2017~March 2020 General Meeting of Shareholders||March 24, 2017~March 2020 General Meeting of Shareholders||해당 담당자|
|Jong Chang, Kim||-||담당자||Chairman||담당자||담당자||담당자||March 29, 2019~March 2022 General Meeting of Shareholders||March 29, 2019~March 2022 General Meeting of Shareholders||해당 담당자|
|Tae Yoon, Kim||-||담당자||담당자||Chairman||담당자||담당자||March 29, 2019~March 2022 General Meeting of Shareholders||March 29, 2019~March 2022 General Meeting of Shareholders||해당 담당자|
|Si Wook, Lee||-||담당자||담당자||담당자||담당자||담당자||March 29, 2019~March 2022 General Meeting of Shareholders||March 29, 2019~March 2022 General Meeting of Shareholders||해당 담당자|
The audit committee is a permanent organization in the Board of Directors. All committee members will be appointed by the general meeting of shareholders. The audit committee audits the directors’ accounting and business, and has the right to request directors to report on business, or investigate the financial conditions of the company.
The audit committee of CJ CheilJedang submits for discussion matters concerning the general meeting of shareholders, matter concerning directors and Board of Directors, and matters concerning auditing. The audit committee consists of 4 external directors.
The external director candidate recommendation committee, established to recommend external director candidates according to related laws and the Articles of Incorporation, consists of 4 external directors including Chairman. It complies with Paragraph 4 of Article 542-8 of the Commercial Act that prescribes that external directors should comprise a majority of the total number of committee members.
The Remuneration Committee has the authority to evaluate the remuneration system for executives and the executive performance index for payment of long-term incentives.
CJ CheilJedang’s Remuneration Committee consists of 3 internal directors and 4 external directors.
The Internal Transaction Committee deliberates transactions among affiliated companies and persons which is should be approved by the BOD in accordance with the Fair Trade Law and Commercial Law.
The Internal Transaction Committee comprises of four outside directors.
|Term||Date||Agendas||Pass Y/N||Outside Directors|
|Jong Chang, Kim||Yung Jue, Bang||Tae Yoon, Kim||Si Wook, Lee|
|1||2019.02.14||Approval of the financial statements and business report for the 12th fiscal year||Approved||-||-||-||-|
|Appointment of the Compliance Officer||Approved||-||-||-||-|
|Approval of a large-scale internal transaction||Approved||-||-||-||-|
|Approval of transactions between the Company and executives||Approved||-||-||-||-|
|Report on operating status of the internal accounting management system||Reported||-||-||-||-|
|Amendment of the internal accounting management regulation||Reported||-||-||-||-|
|Report the promotion of ABS||Reported||-||-||-||-|
|2||2019.02.25||Approval of revamping transaction structure for the acquisition of Schwan's Company||Approved||-||-||-||-|
|3||2019.03.08||Convocation of the 12th general shareholders’ meeting||Approved||-||-||-||-|
|Amendment of the executive regulation||Approved||-||-||-||-|
|Report on the result of evaluating internal accounting management system operation status||Reported||-||-||-||-|
|Report on the result of inspecting compliance guideline||Reported||-||-||-||-|
|4||2019.03.29||Appointment of the CEO and the BOD Chairman||Approved||In favor||In favor||In favor||In favor|
|Appointment of the subcommittee members||Approved||In favor||In favor||In favor||In favor|
|Recommended Code of Best Practices||Introduce Y/N||Remarks|
|Composition of the Board of Directors (the majority of which must be Outside directors)||Introduced||4 Outside directors and 3 internal directors|
|Introduction of regulations regarding the operation and roles of the Board of Directors and committees||Introduced|
|Disclosure of the activities of the BOD committees||Introduced|
|Composition of the Outside Director Recommendation Committee||Introduced||It must comprise 4 Outside directors.|
|Composition of the Remuneration Committee||Introduced||4 Outside directors and 3 internal directors|
|Composition of the audit committee||Introduced||3 Outside directors|
|Purchasing the Director's and Officer's Liability Insurance at the expense of the company||Introduced|
|Disclosure of corporate governance evaluation grade||Introduced|
|Explaining differences from the Corporate Governance Code||Introduced|
CJ CheilJedang obtained the overall grade A in corporate governance evaluation 2018 supervised by Korea Corporate Governance Service. Evaluation scores by area are as follows:
|Evaluation Area||Environment(E)||Society(S)||Corporate Governance(G)|
|Score by area||223.8||225||138|
|Grade by area||A||A+||B+|
|Ranking (within the industry)||1/42||1/30||2/29|
|Average score of the securities market||71.45||95.47||82.13|