손경식

Sohn,
Kyung Shik (Male/Republic of Korea)

Sohn, Kyung Shik

CEO and Chairman

Date of Election
2007.09.01
Tenure
2007~2025
Selection Background
Kyung Shik Sohn, an internal director, is the CEO with various experiences and expertise in the overall business within the group. He has served as the chairman of the Korea Chamber of Commerce and Industry and the chairman of the National Competitiveness Reinforcement Committee, an advisory body to the president, and currently serves as the president of the Korea Employers Federation. He is a management expert whose competence and performance have been verified externally. Based on his work experience and insight, he was appointed as the Chairman of the Board of Directors to promptly respond to the changing business environment and promote responsible management.
Career
Chairman, Korea Enterprises Federation
Chairman, the Korea Chamber of Commerce & Industry
CEO and Chairman, CJ Corp.
Education
Completed CEO course at the College of Business, Seoul National University
M.A. in College of Business, Oklahoma State University
B.A. in College of Law, Seoul National University
최은석

Choi,
Eun Seok (Male/Republic of Korea)

Choi, Eun Seok

CEO

Date of Election
2020.03.27
Tenure
2020~2026
Selection Background
Eun Seok Choi, an internal director, started with the management diagnosis team of CJ Corporation in 2004, went through the management strategy of CJ Corporation, and is currently serving as the CEO of CJ CheilJedang. He is contributing greatly to the development of the company based on his diverse experience and expertise in the overall business within the company, as well as proven management ability and drive.
Career
CEO, CJ CheilJedang
Head of Management Strategy Office, CJ Corp.
Head of Management Support Office, CJ Logistics
Education
Completed CEO course at the College of Business, Seoul National University
M.A. in College of Business, Seoul National University
B.A. in College of Business, Seoul National University
김소영

Kim,
So Young (Female/Republic of Korea)

Kim, So Young

Head of Animal Nutrition Business Division, Bio BU. CJ Cheiljedang

Date of Election
2021.03.26
Tenure
2021~2024
Selection Background
So Young Kim, an internal director, joined CJ CheilJedang Co., Ltd. as the head of the BIO Research Center in 2004, went through the BIO R&D, BIO Technology Research Center, and is currently the head of the BIO AN Business Headquarters. She contributes significantly to the development of the company based on her managerial skills and expertise in all aspects of the company's business.
Career
Executive vice president. Head of BIO R&D, Institute of Biotechnology. Bio BU. CJ CheilJedang
R&D executive, Research center for Biotechnology, Bio BU. CJ CheilJedang
Met-Research team leader, Research center for Biotechnology, Bio BU. CJ CheilJedang
Education
Ph.D. Department of Biotechnology, Yonsei University
M.A. Department of Food and Biotechnology, Yonsei University
B.A. Department of Food and Biotechnology, Yonsei University
김종창

Kim,
Jong Chang (Male/Republic of Korea)

Kim, Jong Chang

Outside Director

Date of Election
2019.03.29
Tenure
2019~2025
Selection Background
Jong Chang Kim is an expert in finance, investment, and finance who successfully overcame the global financial crisis during his tenure as the head of the Financial Supervisory Service. We help you make investment and financial management decisions. In addition, based on his expertise, he serves as the chairman of the audit committee of the company, and he plays an excellent role in checking the directors by performing the audit role for the company's accounting and business.
Career
Visiting Professor, KAIST
Governor, Financial Supervisory Service
Chairman, Industrial Bank of Korea
Education
M.A. in Economics, University of Washington Graduate School
B.A. in Commercial Science, Seoul National University
김태윤

Kim,
Tae Yoon (Male/Republic of Korea)

Kim, Tae Yoon

Outside Director

Date of Election
2019.03.29
Tenure
2019~2025
Selection Background
Tae Yoon Kim has rich experience in national policy advisory, including the establishment of national regulatory policies and presentation of innovative growth tasks in preparation for rapid changes in the industrial environment such as the advent of the 4th industrial revolution, and has innovative expertise. Based on his broad understanding of society in general, he provides various perspectives on various business issues and contributes to effective decision-making.
Career
Professor, Hanyang University
Member of the Presidential Regualtion Innovation Committee
Chairman, Korea Society of Regulatory Studies
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
이시욱*

Lee,
Si Wook (Male/Republic of Korea)

Lee, Si Wook

Outside Director

Date of Election
2019.03.29
Tenure
2019~2025
Selection Background
Si Wook Lee has expertise in the global economy and policy fields, such as cross-border trade cooperation and knowledge sharing projects. He is contributing to effective decision-making based on his diverse global expertise.
Career
Professor, KDI School of Public Policy and Management
Director, KDI International Cooperation Center
Professor in Economics, Myongji University
Education
Ph.D. in Economics, University of Michigan
M.A. in Economics, Paris 9 University
B.A. in Economics, Yonsei University
윤정환

Yoon,
Jung Hwan (Male/Republic of Korea)

Yoon, Jung Hwan

Outside Director

Date of Election
2020.03.27
Tenure
2020~2026
Selection Background
Jung Hwan Yoon has expertise in bio and life science R&D fields with abundant medical experience. CJ CheilJedang continues to provide advice and help to bar companies that are becoming increasingly important in medicine and safety in food, bio, and biological resources businesses.
Career
Head of Internal Medicine Department in Seoul National University Hospital
Chairman of Liver Cancer Center
Education
Ph.D in Medicine/internal medicine, University of Seoul National University Graduate School
M.A. in Medicine/internal medicine, University of Seoul National University Graduate School
B.A. in Medicine/internal medicine, University of Seoul National University

* Si Wook Lee resigned for personal reason on July 24th, 2023. New outside director will be appointed at the 17th Annual General Shareholders' Meeting.

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 Corporate Sustainability Committee Period Application for directors and officers insurance
Board
of
Directors
Audit Committee
Kyung Shik Sohn 담당자 - - - - - - March 29, 2022~March 2025 General Meeting of Shareholders - 해당 담당자
Eun Seok Choi 담당자 - - - - 담당자 담당자 March 28, 2023~March 2026 General Meeting of Shareholders - 해당 담당자
So Young Kim - - - - - - - March 26, 2021~March 2024 General Meeting of Shareholders - 해당 담당자
Jong Chang Kim - 담당자 Chairman 담당자 담당자 담당자 담당자 March 29, 2022~March 2025 General Meeting of Shareholders March 29, 2022~March 2025 General Meeting of Shareholders 해당 담당자
Tae Yoon Kim** - 담당자 담당자 Chairman Chairman 담당자 담당자 March 29, 2022~March 2025 General Meeting of Shareholders March 29, 2022~March 2025 General Meeting of Shareholders 해당 담당자
Si Wook Lee* - 담당자 담당자 담당자 담당자 담당자 담당자 March 29, 2022~March 2025 General Meeting of Shareholders March 29, 2022~March 2025 General Meeting of Shareholders 해당 담당자
Jung Hwan Yoon - 담당자 담당자 담당자 담당자 담당자 Chairman March 28, 2023~March 2026 General Meeting of Shareholders March 28, 2023~March 2026 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 1 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.

Corporate Sustainability Committee

The Corporate Sustainability Committee has the right to check the company’s sustainability management strategy and directions with regard to E (environment), S (society), and G (economy and governance) and to review and approve related performances.
The committee consists of an executive director and four non-executive directors.

BOD operating status (2023)

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 Tae Yoon Kim Si Wook Lee Jung Hwan Yoon
1 2023.01.09 Report on donation execution Reported - - - -
Approval of donation execution in advance Approved In favor In favor In favor In favor
2 2023.02.13 Approval of the 16th financial statements and business report Approved In favor In favor In favor In favor
Approval of transactions between the company and directors Approved In favor In favor In favor In favor
Approval of safety and health plans Approved In favor In favor In favor In favor
Report on internal accounting management system operation status Reported - - - -
3 2023.03.13 Decision of the convocation of the 16th general shareholders’ meeting Approved In favor In favor In favor In favor
Approval of the determination of base day for quarterly dividend in 2023 Approved In favor In favor In favor In favor
Approval of large-scale internal transactions Approved In favor In favor In favor In favor
Report on the evaluation of the internal accounting management system operation status in 2022 Reported - - - -
Report on the compliance control criteria check results in 2022 Reported - - - -
4 2023.03.28 Appointment of the CEO Approved In favor - In favor In favor
Appointment and change of subcommittee members Approved In favor - In favor In favor
Report on ESG tasks in 2023 Reported - - - -
5 2023.04.10 Report on executive salary adjustment rate in 2023 Reported - - - -
Report on special compensation for executives Reported - - - -
6 2023.05.08 Report on consolidated operating performances in 1Q 2023 Reported - - - -
Approval of dividend in 1Q 2023 Approved In favor In favor In favor In favor
7 2023.06.02 Approval of transactions between the company and directors Approved In favor In favor In favor In favor
Approval of large-scale internal transactions Approved In favor In favor In favor In favor
Approval of the determination of base day for quarterly dividend in 2Q 2023 Approved In favor In favor In favor In favor

** Tae Yoon Kim was appointed as the Chairman of Internal Transaction Committee on August 7th, 2023.

Audit Committee Operation Status (2023)

위원회 회차, 개최일자, 의안내용, 가결여부와 이기수, 최정표, 김갑순, 방영주 사외이사의 찬반 여부를 나타내는 표
Term Date Contents Status
1 2023.01.09 Report on the results of the 2nd operation evaluation of the internal accounting management system Reported
2 2023.02.13 Report on the results of the 3rd operation evaluation and the operation status of the internal accounting management system Reported
3 2023.03.13 Dialogue between independent auditors and the governing body (Audit Committee) Reported
Meeting to evaluate the operation status of the internal accounting management system Reported
4 2023.03.20 Audit Committee's Audit Report Reported
5 2023.05.08 Dialogue between independent auditors and the governing body (Audit Committee) Reported
Follow-up evaluation on the compliance with policy by independent auditors Passed
Report on the annual plan for internal accounting management system evaluation Reported

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 3 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 3 outside directors
Composition of the Remuneration Committee Introduced 3 outside directors and 1 internal director
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

*** As there are three outside dirctors owing to resignation of Si Wook Lee, new outside director will be appointed at the 17th Annual General Shareholders' Meeting pursuant to Paragrah 3, Article 542-8 of the Commerical Act.

Corporate governance grade

CJ CheilJedang obtained the overall grade A in corporate governance evaluation 2022 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 62 61.2 35.8
Grade by area A A B+
Ranking (within the industry) 6 9 8
Ranking (Average score of the securities market) 93 109 151