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CGV

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Management Information
1. Board Composition
Board Composition
Title CEO Executive Director Outside Director
Name CHOI BYUNG HWAN LEE DONGHYUN OH JOON KIM SEHYOUNG HWANG LEESEOK
Nationality Korea Korea Korea Korea Korea
Note Full-time, Chairman Full-time Part-time Part-time Part-time
Date of
Appointment
Mar 27, 2019 Mar 27, 2019 Mar 31, 2018 Mar 30, 2018 Mar 27, 2019
Date of
Term Expiration
Mar, 2022 Mar, 2022 Mar, 2021 Mar, 2021 Mar, 2022
2. BOD Activities
이사회 운영현황
No. Date Agenda Results Outside Directors No. of
Directors
Attended
PARK
CHA
SEOK
OH
JOON
KIM
SE
HYOUNG
HWANG
LEE
SEOK
Assent O
1 Feb 12, 2019 1. Approval of 2018 financial statements Approved Newly
appointed in
Mar, 2019
5
2. Approval of 2018 business report Approved
3. Approval of limit of guarantee for an affiliate's obligation Approved
4. Amendment of internal accounting management regulation Approved
- Report on operation status of internal accounting management system Reported - - -
2 Mar 12, 2019 1. Convocation of the 20th general shareholders’ meeting Approved 5
2. Introducing the electronic voting system of the 20th general shareholders' meeting Approved
3. Amendment of the executive regulation Approved
- Report on assessment of operation status of internal accounting management system Reported - - -
- Report on the result of compliance review Reported - - -
3 Mar 27, 2019 1. Appointment of CEO Approved Term
Expired
5
2. Appointment of BOD’s chairman Approved
3. Appointment of Remuneration Committee member Approved
4. Establishment of Independent Director Candidate Recommendation committee and legislation of its regulation Approved
5. Establishment of Internal Transactions Committee and legislation of its regulation Approved
4 May 10, 2019 1. Appointment of a compliance manager for fair trade Approved 6
- Report on 1Q19 business report Reported - - -
5 Jul 4, 2019 1. Transfer of ScreenX Business to CJ 4DPLEX Approved 5
6 Aug 8, 2019 1. Amendment of compliance guideline Approved 5
- Report on 2Q19 business report Reported - - -
7 Nov 7, 2019 - Report on 3Q19 business report Reported - - - 5
8 Nov 18, 2019 1. Disposal of stocks of CJ CGV Vietnam Holdings Co., Ltd. Approved 5
2. Disposal of stocks of PT Graha Layar Prima TBK. Approved
- Report on attracting external capital using stakes in overseas subsidiary Reported - - -
9 Dec 12, 2019 1. Approval of transactions between company and executives Approved 5
2. Approval of limit of guarantee for an affiliate's obligation Approved
- Report on the result of attracting external capital using stakes in overseas subsidiary Reported - - -
3. Committees
Committees
Committees Composition Members Objective and Authority Note
Audit
Committee
3 Independent
Directors
HWANG LEESEOK (Chairman)
(Date of Appointment
Mar 27, 2019 / 3-Year Term)
□ Objective: Audits the accounting and operations of the directors
□ Authority: Audits and investigates the business of the company
-
OH JOON
(Date of Appointment
Mar 31, 2018 / 3-Year Term)
KIM SEHYOUNG
(Date of Appointment
Mar 30, 2018 / 3-Year Term)
Remuneration
Committee
2 Executive
Directors
3 Independent
Directors
CHOI BYUNG HWAN(Chairman),
LEE DONGHYUN,
HWANG LEESEOK,
OH JOON,
KIM SEHYOUNG

□ Objective: Secures fairness in evaluation of performance metrics for compensation policy and providing long-term incentives to executives

□ Authority

  • 1. Determines compensation policy for executives
  • 2. Deliberates the appropriateness of the management of compensation system for executives and checks whether the executives are fairly and properly compensated
  • 3. Determines the evaluation of executive performance indicators for long-term incentive
  • 4. Deliberates other necessary matters delegated by the Board of Directors concerning compensation to executives
-
Independent
Director
Candidate
Recommendation
Committee
3 Independent
Directors
OH JOON(Chairman),
KIM SEHYOUNG,
HWANG LEESEOK

□ Objective: Selects and recommends qualified candidates to be independent directors in order to maintain their independence

□ Authority

  • 1. Recommends candidates of independent directors
  • 2. Deliberates necessary matters concerning the recommendation of candidates for independent directors
Newly-organized
in Mar, 2019
Internal
Transactions
Committee
3 Independent
Directors
KIM SEHYOUNG(Chairman),
OH JOON,
HWANG LEESEOK

□ Objective : Enhances corporate transparency and promotes fair transactions

□ Authority

  • 1. Reviews of transactions with affiliates and related parties that are required to be approved by the Board of Directors under the Fair Trade Act and the Commercial Act
  • 2. Deliberates necessary matters recognized by the Board of Directors and committee concerning internal transactions
Newly-organized
in Mar, 2019

※ Audit committees and compensation committees have been established and operated in accordance with articles of association and the respective committee's operation regulations. Independent director candidate recommendation committee and Internal transactions committee have been newly organized in Mar 2019.

Audit committees and compensation committees
Committees Activities Outside Director
Date Agenda Result PARK
CHA
SEOK
OH
JOON
KIM
SE
HYOUNG
HWANG
LEE
SEOK
Audit
Committee
2019.02.12 1. Amendment of internal accounting management regulation Approved Newly
appointed
in Mar, 2019
- Report on 2018 financial statement and business report Reported - - -
2019.03.11 - Meeting for an assessment of operation status of internal accounting management system Reported - - -
2019.03.12 - Report on assessment of operation status of internal accounting management system Reported - - -
2019.03.27 1. Appointment of Audit Committee’s chairman Approved Term
Expired
2019.05.10 - Report on audit plan for FY2019 and 1Q19 audit result Reported - - -
- Report on 1Q19 business report Reported - - -
2019.08.08 1. Legislation of a regulation for an appointment of external auditor Approved
- Report on 2Q19 audit result Reported - - -
- Report on 2Q19 business report Reported - - -
2019.11.07 - Report on 3Q19 audit result Reported - - -
- Report on 3Q19 business report Reported - - -
2019.12.18 1. Appointment of external auditor Approved
Remuneration
Committee
2019.03.12 1. Approval of 2019 annual salary adjustment for executives Approved Newly
appointed
in Mar, 2019
2. Approval of long-term incentive evaluation results of executives Approved
2019.03.27 1. Appointment of Remuneration Committee’s chairman Approved Term
Expired
Independent
Director
Candidate
Recommendation
Committee
2019.03.27 1. Appointment of Outside Director Candidate Recommendation Committee’s chairman Approved Term
Expired
Internal
Transactions
Committee
2019.03.27 1. Appointment of Internal Transactions Committee’s chairman Approved Term
Expired
2019.07.04 1. Transfer of ScreenX Business to CJ 4DPLEX Approved
2019.11.18 1. Disposal of stocks of CJ CGV Vietnam Holdings Co., Ltd. Approved
2. Disposal of stocks of PT Graha Layar Prima TBK Approved
2019.12.18 1. Approval of transactions between company and executives Approved
4. Independent Auditor
Independent Auditor
Business Year Independent Auditor Audit opinion Mistakes or faults found
2019 Samjong KPMG (Consolidated) Unqualified None
Samjong KPMG (Separate) Unqualified None
2018 Samjong KPMG (Consolidated) Unqualified None
Samjong KPMG (Separate) Unqualified None
2017 Samjong KPMG (Consolidated) Unqualified None
Samjong KPMG (Separate) Unqualified None