Kyung Shik, Sohn
손경식

Kyung Shik, Sohn

CEO and Chairman, CJ Corp.
Education
Business School, Seoul National Univ.
School of Business, Oklahoma State Univ
Completed CEO course at the College of Law, Seoul National Univ.
Career
Chairman of the Korea Chamber of Commerce & Industry
CEO and Chairman, CJ Corp.
Vice Chairman, CJ Corp.
Hyun Jae, Shin
신현재

Hyun Jae, Sin

CEO of CJ CheilJedang
Education
B.A. in Business Administration, Pusan National University
Career
CEO of CJ CheilJedang
Head of General Management, CJ Corporation
CEO of CJ Logistics Corporation
Head of Global Business Division, CJ Logistics Corporation
Sin Ho,Kang
강신호

Sin Ho, Kang

Head of Food Business Division, CJ CheilJedang
Education
M.A. in Business Administration, Graduate School of Korea University
Career
Head of Food Business Division, CJ CheilJedang
CEO of CJ Freshway
Head of Management Support Office, CJ CheilJedang
Yung Jue,Bang
방영주

Yung Jue, Bang

Outside Directors
Education
M.D., Seoul National University Graduate School
M.A. in Medical Science, Seoul National University
B.A. in Medical Science, Seoul National University
Career
Head of Clinical Trials Center, Seoul National University Hospital
Professor, Internal Disease of the Medical College of Seoul National University
Jong Chang, Kim
김종창

Jong Chang, Kim

Outside Directors
Education
M.A. in Economics, University of Washington Graduate School
B.A. in Commercial Science, Seoul National University
Career
Visiting Professor, KAIST
Governor,, Financial Supervisory Service
Chairman, Industrial Bank of Korea
Tae Yoon, Kim
김태윤

Tae Yoon, Kim

Outside Directors
Education
Ph.D in Policy, Harvard University
M.A. in Policy, Harvard Kennedy School
M.A. in Public Administration, Peace & Welfare Graduate School of Kyunghee University
B.A. in Business Administration. Seoul National University
Career
Professor, Hanyang University
Member of the Presidential Regualtion Innovation Committee
Chairman, Korea Society of Regulatory Studies
Si Wook, Lee
이시욱

Si Wook, Lee

Outside Directors
Education
Ph.D. in Economics, University of Michigan
M.A. in Economics, Paris 9 University
B.A. in Economics, Yonsei University
Career
Professor, KDI School of Public Policy and Management
Director, KDI International Cooperation Center
Professor in Economics, Myongji University

Committees

The CJ CheilJedang BOD consists of a total of 3 committees.
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
(BOD Chairman)
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

Audit Committee

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.

External director candidate recommendation committee

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.

Remuneration Committee

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.

Internal Transaction Committee

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.

BOD operating status (2019)

위원회 회차, 개최일자, 의안내용, 가결여부와 이기수, 최정표, 김갑순, 방영주 사외이사의 찬반 여부를 나타내는 표
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
5 2019.04.15 Approval of the spin-off plan Approved In favor In favor In favor In favor
Convocation of the extraordinary shareholders’ meeting Approved In favor In favor In favor In favor
6 2019.05.13 Report on consolidated operating performance in 1Q 2019 Approved - - - -
Preliminary report on the promotion of securitization plan Approved - - - -
7 2019.05.20 Approval of the contract between shareholders Approved In favor In favor / In favor
8 2019.07.01 Approval of noticing the general meeting for report on spin-off of the domestic biological resources business Approved In favor In favor In favor In favor
9 2019.09.09 Approval of large-scale internal transactions Approved In favor In favor In favor In favor

Differences from the Corporate Governance Code

를 나타내는 표
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

Corporate governance grade

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:

를 나타내는 표
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